As a public company, PT Dapur Aroma Nusantara Tbk always demonstrate excellence corporate governance by applicable regulations.
Board of Directors
Board of Directors, according to POJK No. 33/2014, since the appointment of the Board of Directors by Deed No. 20/2020.
The responsibilities of the Board of Directors are as follows:
- Operate and be responsible for the company management for the common interest of the company following the articles of association.
- Required to hold the annual GMS and other GMS as stipulated in the laws and regulations and the company's articles of association.
- Required to operate duties and responsibilities in good faith, full of responsibility and prudence.
- Evaluate the committee's performance by the end of each financial yearbook.
Board of Commissioners
Board of Commissioners, according to POJK No. 33/2014, since the appointment of the Board of Commissioners by Deed No. 20/2020.
The responsibilities of the Board of Commissioners are as follows:
- Supervision and be responsible for supervising policies, management, the course of management in general, both regarding the company and the company's business and providing advice to the Board of Directors.
- Evaluating the committees' performance that assists the implementation of their duties and responsibilities.
Remuneration Determination Procedure
Board of Commissioners duties are:
- Remuneration calculation of the Board of Commissioners and the Board of Directors, according to the duties, responsibilities, and authorities of both the Board of Commissioners and the Board of Directors in accordance with the company's performance.
- The amount of remuneration for Commissioners and Directors is determined in the RUPS.
Frequency of Meetings and Attendance of the Board of Commissioners
Since the appointment, the Company's Board of Commissioners has not held a meeting, but the Board of Commissioners plans to hold a meeting at least 1 (one) time in 2 (two) months in accordance with POJK No. 33/2014.
Implementation of Good Corporate Governance with an excellent standard is a commitment of the entire Board of Directors, Board of Commissioners, and employees. The application of the principles of transparency, accountability, responsibility, independence, and fairness has been incorporated into the values, vision, and mission of the company with the following description:
- Transparency, openness in carrying out decision-making processes and transparency in disclosing material and relevant information about the company. The company always provides correct, accurate, and on-time information to all stakeholders. The company believes that the company has implemented the principle of transparency appropriately and precisely in avoiding conflicts of interest with various parties. This is evidenced by the publication of financial information that has a significant impact on the company's performance.
- Accountability, clarity of functions, implementation, and responsibility of organs so that the company's management is carried out effectively. All of the company's governance organs have the principle of accountability with a clear function, structure, system, and systematic responsibility. This can be seen through the company's management, which separates duties and responsibilities and clearly describes each governance organ's roles, rights, obligations, and authorities.
- Responsibility, conformity in business management towards laws and regulations and sound corporate principles. The form of corporate responsibility is proven by compliance with applicable regulations, such as paying taxes, implementing industrial relations, protecting all employees by implementing occupational health and safety and protecting the environment through the company's Corporate Social Responsibility (CSR) programs.
- Independence, the company's management that is carried out professionally without conflict of interest and influence from any party which unsuitable by the laws and regulations as well as sound corporate principles.
- Fairness, equity and equality in fulfilling the rights of all shareholders based on a healthy corporation.
In implementing Corporate Governance, the company has 1 (one) Independent Commissioner, Corporate Secretary, Audit Committee, and Internal Audit Unit. The function of the Internal Audit Unit will review and provide recommendations to the Board of Commissioners regarding the preparation of financial reporting and information disclosure, systems for internal control, and systems risk management.
Based on the Decree of the Board of Directors No dated February 11, 2022, the company appointed Karim Fauzi as the Company's Corporate Secretary. The duties of the Corporate Secretary have been in accordance with POJK No. 35/2014.
The duties and responsibilities of the Corporate Secretary of the Company are as follows:
- Following the development of the Capital Market, especially the regulations in force in the Capital Market sector;
- Provide suggestions to the Board of Directors and Board of Commissioners of the Company to comply with the provisions of the laws and regulations in the Capital Market sector;
- Assist the Board of Directors and the Board of Commissioners in the implementation of corporate governance, which includes:
- Information disclosure to the public, including the availability of information on the company's website;
- Submission of reports to OJK on time; implementation and documentation of RUPS;
- Organizing and documenting meetings of the Board of Directors and/or Board of Commissioners; and
- Implementation of an orientation program towards the company for the Board of Directors and/or the Board of Commissioners.
- Responsible as a liaison or contact person between the company and the company's shareholders, OJK, and other stakeholders.
Corporate Secretary Training
The company currently have not held a training program to improve the professional competence of the Corporate Secretary. In the future, the company plans to participate in training, both internally and externally.
In order to comply with the provisions of the Financial Services Authority Regulation Number 55/POJK.04/2015 dated December 29, 2015, regarding the Establishment and Guidelines for the Work Implementation of the Audit Committee (hereinafter referred to as “POJK No. 55/2015”) and the Financial Services Authority Regulation No. 21/POJK.04/2015 dated November 17, 2015, regarding the Implementation of the Guidelines for the Governance of a Public Company, the Company hereby decides to establish the Company's Audit Committee based on a Decision Letter Outside the Meeting of the Board of Commissioners of PT Dapur Aroma Nusantara Tbk, No.001/DAN-DEKOM/ II/2022 concerning the Appointment of the Audit Committee, dated February 11, 2022, with the following composition of members:
|Name:||Alip SE., Ak.,CA.,MBA|
|Latest Education:||Bachelor of Communication, STMIK STI&K Jakarta|
|Profile:||An Indonesian citizen, 34 years old, has served as a member of the company's audit committee since 2022. He has also held the position of Cost Control Supervisor in several companies, and most recently at PT Boga Kencana Mandiri in 2017 until now.|
|Latest Education:||Bachelor of Accounting, STIE Perbanas|
|Profile:||An Indonesian citizen, 46 years old, has served as a member of the company's audit committee since 2022. He has also held the position of Financial Controller (Senior Manager) of PT Banten West Java in 2015 until now.|
That the Company has an Audit Committee Charter dated February 11, 2022
The duties and responsibilities of the Audit Committee include:
- Reviewing the financial information to be issued by the Company to the public and/or authorities, including financial reports, projections, and other reports related to the Company's financial information.
- Reviewing compliance with the provisions of laws and regulations relating to the Company's activities.
- Provide an independent opinion in the event of a difference of opinion between management and the accountant on the services provided.
- Provide recommendations to the Board of Commissioners regarding the appointment of accountants based on independence, scope of assignments, and service fees.
- Reviewing the implementation of the audit by the internal auditors and supervising the implementation of follow-up actions by the Board of Directors on the findings of the internal auditors.
- Reviewing the independence and objectivity of public accountants.
- Reviewing the adequacy of audits carried out by public accountants to ensure all risks.
- Reviewing the risk management implementation activities carried out by the Board of Directors, if the Company does not have a risk monitoring function under the Board of Commissioners.
- Reviewing complaints related to the Company's accounting and financial reporting processes.
- Reviewing and providing advice to the Board of Commissioners regarding potential conflicts of interest in the Company.
- Maintain the confidentiality of the Company's documents, data, and information.
During this period, the Company's Audit Committee have not held a meeting due to the formation of the new Audit Committee on February 11, 2022. As for the future, the Audit Committee will hold meetings at least 4 (four) times in 1 (one) year in accordance with the Financial Services Authority Regulation (OJK) Number 55/POJK.04/2015 dated December 29, 2015, regarding the Establishment and Guidelines for the Work Implementation of the Audit Committee.
The legal basis for the establishment of the Company's Internal Audit Unit is the Financial Services Authority Regulation No. 21/POJK.04/2015 dated November 17, 2015, regarding the Implementation of Public Company Governance Guidelines and the Financial Services Authority (OJK) Regulation number 56/POJK.04/2015 dated December 29, 2015, regarding the Establishment and Guidelines for the Preparation of the Internal Audit Unit Charter. At the moment, the Head of Internal Audit Unit is Beatrix Andreina, starting on February 11, 2022, for an indefinite term of tenure, based on Decree No.001/DAN-DIR/II/2022 PT Dapur Aroma Nusantara Tbk, dated February 11, 2022. The composition of the Internal Audit Unit is as follows:
|Position:||Head of Internal Audit|
|Latest Education:||Bachelor of Accounting, Binus University|
|Profile:||An Indonesian citizen, 28 years old has served as Chairman of Internal Audit & Member of the company since 2022. She served as Accounting Staff at PT Citra Mitra Nusantara from 2016 to 2020, then served as Finance Accounting Staff at PT Boga Kencana Mandiri from 2020 until now.|
Internal Audit duties and responsibilities include:
- Organize and implement an annual Internal Audit plan.
- Testing and evaluating the implementation of internal control and risk management systems in accordance with the Company's policies.
- Conduct inspections and assessments of efficiency and effectiveness in finance, accounting, operations, human resources, marketing, information technology, and other activities.
- Provide objective and informative improvement suggestions on the activities examined at all levels of management.
- Make a report on audit results and submit the report to the Director and the Board of Commissioners.
- Monitor, analyze, and report on the implementation of follow-up improvements suggested.
- Cooperating with the Audit Committee.
- Develop a program to evaluate the quality of the Internal Audit activities it carries out; and
- Conducting special inspections if needed.
In implementing excellence corporate governance, the Internal Audit Unit has an important role in assessing the adequacy of internal control, compliance with regulations, thus internal control becomes an integrated part of the system and procedures for every activity in the work unit so that any deviations can be identified accurately early in order that corrective steps can be taken by the relevant work unit. The Internal Audit Unit always carries out internal supervision by taking a systematic approach so that the implementation of the principles of Good Corporate Governance can run properly and correctly.
The Company has established the Issuer's Nomination and Remuneration Committee as well as the Company's Nomination and Remuneration Committee Guidelines in accordance with POJK No. 34/POJK.04/2014 dated December 8, 2014 regarding the Nomination and Remuneration Committee for Issuers or Public Companies (hereinafter referred to as “POJK No. 34/2014”), based on the Decree of the Board of Commissioners Outside the Meeting of PT Dapur Aroma Nusantara Tbk, No.002 /DAN-DEKOM/II/2022 which has been signed as of February 11, 2022, with the following structure:
|Chairman:||Alip SE., Ak.,CA.,MBA|
|Member:||Tiara Tirta Puspita|
The Nomination and Remuneration function to determine salaries, fees, and/or allowances for members of the Board of Directors as stated in POJK No.34/POJK.04/2014 is carried out by the Nomination and Remuneration Committee. Meanwhile, the salary and allowances for the Board of Commissioners are determined by the General Meeting of Shareholders.
At the present time, the Nomination and Remuneration Committee of the Company have not held a meeting due to the establishment of the Nomination and Remuneration Committee which was only held on February 11, 2022. Meanwhile, in the future, the Nomination and Remuneration Committee plans to hold meetings at least 3 (three) times in 1 (one) year in accordance with Financial Services Authority Regulation No. 34/POJK.04/2014 dated December 8, 2014 regarding the Nomination and Remuneration Committee for Issuers or Public Companies.
Since the levitation, the Board of Directors have not held a meeting, although the Board of Directors plans to hold a meeting at least 1 (one) time in 1 (one) month following POJK No. 33/2014.
In the future, the Board of Directors will continue to carry out and develop their duties as the company's management organs as stated above and with due regard to the provisions of the Company Law, POJK No. 33/2014, and other related regulations.
To improve the competence of the Company's Directors, henceforward, the company will involve the Company's Directors in seminars/workshops held by various competent institutions, including those held by the OJK and the Stock Exchange.
The Company and the Board of Directors do not have contracts related to employee benefits after their service period.