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PT Merdeka Copper Gold Tbk
Sustainability

Committee

Duties and Responsibilities of the Audit Committee

The duties and Responsibilities of the Audit Committee are as follows:

  1. Reviewing the financial information to be published by the Company to the public and/or capital market
    authorities, including financial statements, projections and other financial reports;
  2. Conducting periodic reviews on observance of the legislation relating to the Company’s activities;
  3. providing an independent opinion in the event of a disagreements of opinion between management and public accountant for the rendered services;
  4. Providing recommendations to the Board of Commissioners related to the appointment of accountants
    based on their independence, scope of assignment, and the service fee;
  5. Reviewing the audit conducted by internal auditors and supervising the implementation of the follow-up by the Board of Directors on the findings of the internal auditor;
  6. Reviewing the implementation of risk management activities carried out by the Board of Directors;
  7. Assessing complaints relating to accounting and financial reporting processes of the Company;
  8. Reviewing and providing advice to the Board of Commissioners in relation to the conflict of interest
    possibility in the Company;
  9. Maintaining the confidentiality of documents, data, and information of the Company.

Audit Committee Charter

Audit Committee Charter1.5 MB17 October 2022

Members of the Audit Committee

The Company has formed an Audit Committee in accordance with the Circular Decision in Lieu of the Meeting of the Board of Commissioners dated 4 February 2020 juncto Circular Decision in Lieu of the Meeting of the Board of Commissioners dated 29 September 2021 with the following composition:

Budi Bowoleksono
Chair
Aria Kanaka
Member
Ignatius Andy
Member

The Nomination and Remuneration Committee was formed by the Company pursuant to POJK No.34/ POJK.04/2014 datedDecember 8, 2014, on the Nomination and Remuneration Committee of a Public Company (“POJK No. 34”). The Nomination and Remuneration Committee was established through the Decree of the Board of Commissioners dated January 30, 2015, with the main duty of assisting the Board of Commissioners in determining the nomination and remuneration for Board members as well as executive officers of the Company.

The Nomination and Remuneration Committee consists of 3 (three) members and serves concurrently as members of the Board of Commissioners. The Nomination and Remuneration Committee is chaired by an Independent Commissioner, and reports to the Board of Commissioners.

The term of each member of the Nomination and Remuneration Committee shall not be longer than that of the Board of Commissioners as stipulated in the Articles of Association of the Company. The duties, authorities and responsibilities of the Nomination and Remuneration Committee is as stipulated in POJK No. 34.

Nomination and Remuneration Committee Charter

Nomination & Remuneration Committee Charter581.3 KB14 November 2023

Members of Nomination dan Remuneration Committee

Budi Bowoleksono
Chair
Edwin Soeryadjaya
Member
Lilis Halim
Member

Edwin Soeryadjaya

Indonesian citizen, 72, was appointed as the President Commissioner of the Company in June 2016, having been the Vice President Commissioner of the Company since 2014. He is one of Indonesia’s leading businessmen with a solid track record in automotive, coal mining, plantation, banking, and the retail industry, having served for 15 years with PT Astra International Tbk, one of Indonesia’s largest diversified conglomerates, with the last position of Vice President Director.

He currently serves as the President Commissioner of PT Saratoga Investama Sedaya Tbk, PT Adaro Energy Indonesia Tbk (coal & energy), and PT Tower Bersama Infrastructure Tbk (telecommunication towers). He is also the Chairman (Non-Executive) of Interra Resources Limited (oil & gas).

He was awarded Entrepreneur of the Year by Ernst & Young in 2010.

He earned a Bachelor’s degree in Business Administration from the University of Southern California, USA in 1974.

Lilis Halim

Indonesian citizen, appointed as the member of the Nomination and Remuneration Committee on 12 April 2023.

She has more than 30 years of experience working at Willis Towers Watson, a global advisory company. She is also one of the rewards experts and has been speaking in various public seminars/workshops on rewards and human resources issues area for the last 20 years.

Currently, she also serves as an Independent Commissioner and Chairman of Nomination & Remuneration Committee at PT Pelita Samudera Shipping Tbk and PT Kalbe Farma Tbk as well as an Independent Commissioner and Chairman of Audit Committee at PT Asuransi Allianz Life Indonesia.

She earned a Bachelor of Science degree, majoring in Mathematics from the University of New South Wales, Sydney, Australia in 1985.

Budi Bowoleksono

Indonesian citizen, 62, was appointed as the Independent Commissioner of the Company in January 2020.

Previously, he was a career diplomat having served for over 34 years in the Ministry of Foreign Affairs, he served in various capacities including as the General Secretary of the Ministry of Foreign Affairs of the Republic of Indonesia. His overseas postings included assignments to the Indonesian permanent missions to the United Nations in New York and Geneva, also the Embassy of the Republic of Indonesia in Vienna, Austria. He served as the Ambassador Extraordinary and Plenipotentiary of the Republic of Indonesia to the USA (2014-2019) and was appointed as the General Secretary of the Ministry of Foreign Affairs of the Republic of Indonesia (2010-2014) and to Kenya, which also covers the Uganda, Mauritius, Seychelles, UN-Environment Program, and UN-Habitat (2008-2010).

Currently, he also serves as the Independent Commissioner of PT Adaro Energy Indonesia Tbk and PT Adaro Minerals Indonesia Tbk.

He graduated with a degree from Krisnadwipayana University, Indonesia in 1984.

Aria Kanaka

Mr. Aria is an Indonesian citizen, born in 1974. Appointed as a member Audit Committee of the Company on January 30, 2015, and has been reappointed as a member of the Committee The Company’s audit for the next period from January 30, 2020. Started his career as an auditor at Prasetio Public Accounting Firm, Utomo & Co. (member of Andersen Worldwide firm) (1997-2002), and later served as a Partner in several Public Accounting Firms (2003-2013). Currently, he is a Partner at the Public Accounting Firm of Aria Kanaka & Rekan (a member of the firm Mazars SCRL). He earned a Bachelor of Economics degree majoring in accounting in 1997 and a Master in Accounting in 2010, both from the University of Indonesia. He is a registered accountant in Indonesia.

Ignatius Andy

Mr. Andy is an Indonesian citizen, born in 1967. He is a member of the Committee Audit of the Company since January 30, 2015 and has been reappointed as a member of the Audit Committee The Company for the next period since January 30, 2020. Started his career as a researcher at the Kanaka Bureau of Legal Studies (1990-1991) and later joined Makarim and Taira Law Firm as Associate (1992-1996) and Hadiputranto, Hadinoto & Partners (1996-2001). He is a Founding Partner of the Law Office of Ignatius Andy. Earned a Bachelor of Laws degree from Parahyangan University, Bandung in 1992.

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