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Corporate Governance
Audit, Risk & Compliance Committee
As required by the Financial Services Authority (OJK) regulation for public listed companies and based on the decision from the Circular Resolution of the Board of Commissioners in Lieu of the Meeting of the Board of Commissioners of Petrosea in September 2022, the composition of the Audit, Risk & Compliance Committee is as follows:
The roles, responsibilites and accountabilities of this committee are amongst others:
- Review financial information which will be submitted to the public and related authorities in order to fulfill the obligation to report financial statements periodically.
- Evaluate the performance of the Public Accounting Firm, including to meet the external auditor representatives to discuss the audit scope and implementation, as well as financial report audit results, compliance towards prevailing rules and regulations and GCG implementation.
- Review the Company’s enterprise risk management and internal constrol system.
- Approve the Internal Audit function’s work program and evaluate its implementation.
- Provide recommendations to the Board of Commissioners regarding the appointment of the Public Accounting Firm as an external auditor to audit the Company’s financial reports
View the audit, risk & compliance committee charter
Nomination and Remuneration Committee
As required by the Financial Services Authority (OJK) regulation for public listed companies and based on the Circular Resolution of the Board of Commissioners in Lieu of the Meeting of the Board of Commissioners of Petrosea in September 2022, the composition of the Nomination and Remuneration Committee is as follows:
The roles, responsibilites and accountabilities of this committee are amongst others the nominations, remunerations and successions of the Board of Commisioners and Board of Directors.
View the nomination and remuneration committee charter
Project & Investment Committee
The roles, responsibilites and accountabilities of this committee are amongst others to assess the potential risks and level of return for a new Company project, investment, annual business plan as well as strategic business plan and provide recommendations to the Board of Commissioners.
Sustainability Commitee
The roles, responsibilities and accountabilities of this committee are amongst others monitor, review, evaluate as well as make recommendations for performance, initiatives, plans, and risk related to ESG for each investment proposed by management.
Corporate Secretary
Every public company must appoint a Corporate Secretary based on OJK Regulation No. 35/POJK.04/2014 regarding the Corporate Secretary of a Public Listed Company effective from 8th December 2014.
Based on the Board of Directors Decree dated September 2014. Petrosea appointed Anto Broto as Corporate Secretary.
The duties of the Corporate Secretary are:
- Following the development of the capital market, especially the regulations in force in the capital markets
- Providing services and information to the public and or investors regarding the condition of the company
- Providing input to the Board of Directors to comply with the provision of law no. 8 of 1995 on Capital markets and its implementing regulations.
- As a liaison between the Company, OJK and public.
- Preparing a list specilally related to the Board of Directors, the Board of Commissioners and his family well in the compant nor affiliates which among others include stock ownership, business relationships and other roles that give rise to a conflict of interest with the company.
- Reporting the list of shareholders including share ownership of 5% or more
- Attending the Board of Directors meetings and compile minutes of meetings
- Being responsible for the implementation of the general meeting of shareholders.
Internal Audit
Petrosea establishes the Internal Audit Unit that aims to internally monitor and audit on the proper and effective performance of internal control conducted by the management in order to follow increasingly complex business development. This is based on POJK No.56/POJK.04/2015 on the Establishment and Guidelines of the Internal Audit Unit Charter.
Petrosea appoints Muhammad Faisal Erlantara as Head of the Internal Audit Unit based on the letter of appointment and dismissal by the President Director with the approval of the Board of Commissioners on August 2023.
The Internal Audit unit’s score of work & authority are amongst others:
- Risks are identified and appropriately managed.
- Clear financial management and operational information is available in an accurate reliable and timely manner.
- Employee activity has conformed to prevailing laws and regulations, policy, standard and procedure.
- Resources has been obtained economically, utilized efficiently and well protected.
- Achievement of Company’s programs, plan and objectives.
- Enhancement of control process quality and system throughout the elements of the Company.
- Proper understanding and treatment toward affairs related to laws and regulations that may have significant impact to the Company.
Code of Conduct
Petrosea is committed to promoting a culture of corporate compliance and ethical behaviour. We encourage the reporting of matters that may cause financial or non-finacial loss to Petrosea or damage to Petrosea’s reputation. All employees are required to immediately report circumstances that may involve a breach of the spirit or the letter of this Code of Conduct.
Good corporate governance is a key element to improving economic efficiency. It provides a structure through which the Petrosea’s objectives of growth in market capitalisation and earnings per share are set and the means through which these objectives can be achieved. The Code of Conduct adds another important element to Petrosea’s Corporate Governance Framework.
This Code Of Conduct is to be applied consistently across all of Petrosea’s activities.
View The Code of Conduct
Report a Misconduct
As a form of good corporate governance, Petrosea implements a whistleblowing system as a mechanism to report indications of fraud, bribery, violations of the law or Petrosea’s code of conduct, or other forms of misconduct.
Be A Whistleblower