PT. Integra Indocabinet Tbk.
Good Corporate Governance

PT. Integra Indocabinet Tbk.
Article of Association

Nomination and
Remuneration Committee

In order to comply with the provision of POJK No. 34 of 2014 that the Company shall have a Nomination and Remuneration function, the Company currently has not formed the Nomination and Remuneration Committee. However, the functions have been performed by the Company’s Board of Commissioners as stated in the Board Manual of the Company’s Board of Commissioners regarding Implementation of Nomination and Remuneration Function dated March 26, 2015. The basis of establishment was determined by the Resolution of the Company’s Shareholders delegated to the Board of Commissioners with due consideration of the Company’s Nomination and Remuneration Committee.

Function of the Nomination and Remuneration Committee is as follows:
To act independently in performing its duties;
To provide recommendations on the member composition of the Board of Directors and/or Board of Commissioners

Internal Audit Unit

In order to comply with the provision of POJK No. 34 of 2014 that the Company shall have a Nomination and Remuneration function, the Company currently has not formed the Nomination and Remuneration Committee. However, the functions have been performed by the Company’s Board of Commissioners as stated in the Board Manual of the Company’s Board of Commissioners regarding Implementation of Nomination and Remuneration Function dated March 26, 2015. The basis of establishment was determined by the Resolution of the Company’s Shareholders delegated to the Board of Commissioners with due consideration of the Company’s Nomination and Remuneration Committee.

The duties and responsibilities of the Internal Audit Unit are as follows:

• Prepare and implement the annual audit plan;
• Examine and evaluate the implementation of internal control and risk management system in accordance with the Company’s policies;
• Conduct examination and assessment on the efficiency and effectiveness of finance, accounting, operations, human resources, marketing, information technology and other activities;
• Provide recommended improvements and objective information concerning the audited activities to all levels of management;
• Prepare audit reports and submit such reports to the President Director and the Board of Commissioners;
• Monitor, analyze and report the implementation of follow-up actions with respect to the recommendations made;
• Cooperate with the Audit Committee;
• Develop programs to evaluate the quality of internal audit activities; and
• Conduct special audit if required, as approved and assigned by the President Director

The Company’s Internal Audit Unit consists of:

Head : Tjio Linawati
Members : Dian Prameswari Khoironi

Tjio Linawati – Head
Indonesian citizen, 53 years old, domiciled in Surabaya. She obtained her Diploma 3 degree in Accounting from University of Surabaya, Surabaya, in 1988. Currently, she is also IIL Finance Controller since 2015. Previously, she was Finance Manager (2011–2015) and Finance Staff (1991–2011) in the Company, and Finance Staff at PT Super Viktorindo (1989–1991).

Dian Prameswari – Member
Indonesian citizen, 41 years old, domiciled in Surabaya. She obtained her Bachelor degree in Accountancy from Petra Christian University, Surabaya, in 2002. Recently, she also holds an Accounting staff at PT Integra Indo Lestari since 2011. Previously, she worked as an Accounting staff in a retail company (2007–2011) and in PT Sariguna Prima Tirta (2005–2007), also as Treasury staff in PT Panggung Electric Corporation (2002–2005).

Khoironi – Member
Indonesian citizen, 39 years old, domiciled in Surabaya. He obtained his Bachelor degree in Accountancy from Bhayangkara University, Surabaya, in 2008. Recently, he also positions as an Accounting staff at PT Integra Indo Lestari since 2015. Previously, he was an Accounting staff in PT Smart Business Solution (2008–2015), also as a Checker in PT Anugerah Delta Gemilang (2000–2007) and in PT Softex Indonesia (2000–2002).

Audit Committee

The main role of the Audit Committee is to assist the effectivity of the Board of Commissioners’ supervisory functions towards the Directors’ duties in managing the Company, particularly in terms of internal control system, also financial and management reporting.

The Company established the Audit Committee through Decree No. 003/ITG/03/2017 which was effective since March 1, 2017. The Audit Committee is responsible to report directly to the Board of Commissioners. Charter of the Audit Committee, which has been approved by the Board of Commissioners on March 1, 2017, has been in accordance with Regulation of the Financial Services Authority (POJK) No. 55/POJK.04/2015 dated December 23, 2015 regarding Establishment and Work Guidelines of Audit Committee.

The establishment of Audit Committee aims to ensure that the financial statements have been fairly presented in accordance with general prevailing accounting principles, and the risk control structures have been well managed. In addition, Audit Committee shall ensure that the implementation of internal and external audits has been implemented in accordance with prevailing audit standards, as well as report the findings of audit result to the Management for follow-up.

The Company’s Audit Committee changed on November 28, 2019, based on Notification Letter No. 064/WOOD/11/2019 and Decree of the Board of Commissioners No. 001/ITG/11/2019, with the following composition:

Chairman     : Bing Hartono Poernomosidi
Members      : Beny Bachtiar
                          Erwin Herman Susilo

Bing Hartono Poernomosidi – Chairman
Indonesian citizen, 62 years old, domiciled in Surabaya Has served as Independent Commissioner of the Company since 2016 based on EGMS Resolution No. 17 dated March 7, 2017.

He received Bachelor of Economics degree from Airlangga University, Surabaya in 1984. Prior to serving as Independent Commissioner of the Company, he had served as Director at PT Poernomosidi Strategic Consulting (PSC), Managing Partner at Prasetio, Sarwoko & Sandjaja – Ernst & Young, Surabaya, as well as President Director at PT Jaya Pari Steel Tbk.

Beny Bachtiar – Member
Indonesian citizen, 37 years old, domiciled in Surabaya. He obtained Bachelor of Economics from the University of Surabaya in 2006. In addition to serving as Audit Committee member, recently he also serves as Supervisor III since 2011. Previously, he served as Supervisor at a retail company (2009-2011), Supervisor at PT Aromtech International (2008-2009), Staff at PT Barindo Anggun Industri (2007-2008), and Staff at PT Toppac Purna Cipta (2006-2007).

Erwin Herman Susilo – Member
Indonesian citizen, 39 years old. He obtained his Diploma III in Accounting Department of STIE Perbanas Surabaya in 2002. Currently, he also serves as Supervisor IIL since 2011. Previously, he was a Supervisor at PT Maspion (2006-2011), Staff at PT Sinar Sosro (2004-2006), Staff at Resort Tuban Tropis (2003-2004), and Staff in KAP Soegeng Sutedjo (2002-2003).