Corporate Governance Structure
The General Meeting of Shareholders (GMS) is the executor holding the highest power and authority in the Company. The authority of the General Meeting of Shareholders includes among others appointing and dismissing members of the Board of Commissioners and the Board of Directors, evaluate the performance of the Board of Commissioners and the Board of Directors, approve the amendments to the Articles of Association, approve the annual report and determine the form and amount of remuneration for the members of the Board of Commissioners and the Board of Directors.
BOARD OF COMMISSIONERS
In accordance to the prevailing laws and regulations, the Board of Commissioners is the company’s organ comprising of representations of the Shareholders to carry out the supervisory function over the execution of the company’s policy and strategy by the Board of Directors and providing direction/advice to the Board of Directors in managing the Company based on the principles of good faith, prudency and accountability, and carry out the function to strengthen the Company’s image in the eyes of the public and the shareholders.
In accordance to regulations issued by the Financial Service Authority (Otoritas Jasa Keuangan/OJK) No.55/POJK.04, dated 23 December 2015 regarding Establishment and Implementation Guidelines for the Audit Committee Works, the establishment of the Audit Committee aims to ensure the implementation of corporate governance. The main duty of the Audit Committee is to encourage the implementation of good corporate governance, the establishment of proper internal control structure, the improvement of the quality of transparency and financial reports as well as review the public accountant’s scope, accuracy, independency and objectivity. The Audit Committee comprises of two members, who are independent parties having competence in accounting and finance, and is headed by the Independent Commissioner.
The Board of Commissioners has established the Audit Committee as a supporter in performing its duties and obligations. The determination of the establishment of the Audit Committee is performed through a Decision Letter by the Board of Commissioners and is headed by one of the Independent Commissioners who are appointed by the Board of Commissioners.
In exercising its authority, the Audit Committee is obliged to cooperate with other parties which are performing the Internal Audit function. The Audit Committee has 3 (three) members, comprising of 1 (one) Chairman, who is also serving as the Independent Commissioner, and 2 (two) members who are independent. All members of the Audit Committee have met independence, skills, experiences and integrity criteria as required by the regulations.
The Structure of the Audit Committee as of April 11, 2014 based on a decision of the Board of Commissioners No. SK-002/LN/CSL/IV/14 is:
• Chairman : Jonathan Limbong Parapak
• Independent Member : Lim Kwang Tak
NOMINATION AND REMUNERATION COMMITTEE
Nomination and Remuneration Committee is a committee established by and responsible to the Board of Commissioners, based on Indonesian Financial Services Authority (Otoritas Jasa Keuangan/OJK) Regulation No. 34/POJK.04/2014 on Nominating and Remuneration Committee of Public Company dated on December 2014 "("POJK No. 34"). The establishment of the Nomination and Remuneration Committee is an integral part of the Company’s efforts to implement the principles of good corporate governance (GCG), which covers aspects of transparency, accountability, responsibility, independence and fairness, justice and equity.
By the increasing complexity of the tasks and functions of the Board of Commissioners in controlling the Company, then the Board of Commissioners has established a Nomination and Remuneration Committee based on the decision of the Board of Commissioners of PT Link Net Tbk No. SK-001 / LN / CSL / XI / 15 dated November 18, 2015. The composition of the Nomination and Remuneration Committee of the Company as follows:
• Chairman : Jonathan Limbong Parapak
• Members : Ali Chendra
The appointment of Chairman and Member of the Nomination and Remuneration Committee of the Company as referred to the above dated 18 November 2015 until the closing date of the General Meeting of Shareholders of the Company for the financial year 2016, without prejudice to the right of the Board of Commissioners to dismiss them at any time in accordance with the legal provisions applicable, including POJK No. 34. In conducting its role, the Nomination and Remuneration Committee shall act independently in performing their duties.
BOARD OF DIRECTORS
The Board of Directors is a company organ that holds full responsibility over the management of the company in keeping at all times with the interests and goal of the Company and its business units as well as taking into consideration the interests of all shareholders and stakeholders. The Board of Directors’ responsibility shall include conducting internal supervision effectively and efficiently; monitoring risks and managing them, maintaining a conducive working environment to improve productivity and professionalism, managing staffs and reporting the Company’s entire performance to the shareholders in the General Meeting of Shareholders.
With reference to the Regulation of Otoritas Jasa Keuangan No. 35/POJK.04/2014 and the Regulation of PT Bursa Efek Indonesia (Indonesia Stock Exchange/BEI) No. I-A, the Company shall appoint a Corporate Secretary who shall serve as the liaison officer between the Company and the Company’s Executor and stakeholders. The Corporate Secretary shall report to the Board of Directors and also report on the implementation of its duties to the Board of Commissioners. The Board of Directors of the Company has appointed Maria Clarissa Fernandez Joesoep as the Corporate Secretary by virtue of the Board of Directors Resolution Number BOD-002/CSL-LN/V/16 dated May 19, 2016. The general public and investors may access the Company’s web site to obtain information on the Company’s business activities, or contact the Corporate Secretary to obtain more information on the Company.
INTERNAL AUDIT UNIT
The establishment and guidleines for preparation of Charter of the Internal Audit Unit refers to a regulation of Financial Services Authority (Otoritas Jasa Keuangan) regulation No. 56/POJK.04/2015 dated 29 December 2015 regarding the establishment and guidelines on the arrangement of the certificates for the internal audit unit. The internal Audit Unit has tasks, among others, to test and evaluate the implementation of internal control and risks management system in accordance with the company’s policies as well as performing examination and judgment over the efficiency and effectiveness in finance, accounting, operational, human resources, marketing, information technology and other activities. In performing the duties, the Internal Audit Unit will always in cooperation with the Audit Committee and is responsible to the President Director. The establishment of the Internal Audit Unit is a realization of the company’s commitment to create the good and efficient corporate governance.
The Company’s Board of Directors appointed Giatrycks F. Sianipar as the head of Internal Audit Unit. The appointment has been approved by the Board of Commissioners under a Decision o the Appointment of the Head of the Internal Audit Unit and the Internal Audit Certificate dated 3 June 2013.
In order to meet the provisions under the Regulation of the Finance Ministry of the Republic of Indonesia Number 17/PMK.01/2008 regarding the Public Accountant Services and the regulation of Bapepam-LK No. VIII.A.2 regarding the Independence of the Accountant giving Audit Services in the Capital Market, the Company’s consolidated financial reports are audited by Public Accountant Amir Abadi Jusuf, Aryanto, Mawar & Rekan.