Garuda Indonesia

Committees of the Board of Commissioners

In implementing its monitoring function, the Board of Commissioners is supported by the Audit Committee, Risk Policy Committee and the GCG Committee. Each Committee has its own mandate and responsibilities as stipulated and approved by the Board of Commissioners, details of the mandates and authorities of each committee are explained in the Committee Charters.

Audit Committee

 The Audit Committee assists the Board of Commissioners in reviewing Company financial information before it is published and monitors the reports of internal audit assessment to the committee, including the Board of Commissioners, on risks that are faced by the Company and the implementation of risk management by the Board of Directors.

The Audit Committee reviews and reports to the Board of Commissioners on matters that involve the Company. Each member of the Audit Committee signs a compliance statement on the Audit Committee Charter and the Statement on Conflict of Interest periodically, at least once a year. In implementing monitoring or control tasks, the Audit Committee always adheres to international best practices for Audit Committees (Blue Ribbon Committee, Hampell Report etc) and codes of ethics and other regulations that are associated with audit committees. These Audit Committee ethics and norms are explained in the Audit Committee Charter which is an integrated part of Company Policy Guidelines. The Audit Committee must ensure that each individual responsible for the monitoring and control function understands the conditions set out in the Ethics and Norms of Monitoring and Control guidelines. The Audit Committee is also responsible for identifying any divergence from these conditions. If any of the guidelines are violated the Audit Committee shall make a report to the Board of Commissioners.

Composition of the members of the Company Audit Committee are as follows:

Adi R. Adiwoso (Chairman and Independent Member)
Ahmadi Hadibroto* (Independent Member)
Sally Salamah** (Member)
Etty Retno Wulandari*** (Independent Member)
Farida Astuti**** (Member)

* up to 1 November 2008
** up to 1 March 2008
*** effective as of 1December 2008
**** effective as of 1 April 2008

Changes of the Members of Audit Committee

Ahmadi Hadibroto has been appointed as a member of the Audit Committee based on the Decree of the Board of Commissioner of PT Garuda Indonesia (Persero) No. JKTDU/SKEP/5054/07 dated 25 October 2007. He tendered his resignation from position as a member of the Audit Committee with effect as of 1November 2008. After that, the Board of Commissioners, via a letter No. JKTDU/ SKEP/5050/08 dated 1 December 2008, appointed Etty Retno Wulandari as a member of the Audit Committee, replacing Ahmadi Hadibroto.

Sally Salamah was appointed as a member of the Audit Committee based on the Decree of the Board of Commissioner of PT Garuda Indonesia (Persero) No. JKTDU/SKEP/5054/07 dated 25 October 2007 and as of 1 March 2008 her term was terminated via the Decree of the Board of Commissioner of PT Garuda Indonesia (Persero) No. JKTDU/SKEP/5012/08 dated 6 March 2008. Then the Board of Commissioners appointed Farida Astuti to be a member of the Audit Committee through the Decree of the Board of Commissioner of PT Garuda Indonesia (Persero) No. JKTDU/SKEP/5021/08 dated 1 April 2008.

Corporate Governance (CG) Policy Committee 

In improving the effectiveness of monitoring, especially in the implementation of Good Corporate Governance (GCG), through the Decree of the Board of Commissioners No. JKTDU/SKEP/5045 dated 1 November 2008, a GCG Policy Committee was set up with a task of assisting the Board of Commissioners in reviewing the CG policy that will be comprehensively applied at PT Garuda Indonesia (Persero) and assessing its consistentimplementation. In implementing its task, the CG Policy Committee is obliged to make a periodic report to the Board of Commissioners at least once every three (3) months and a special report that will contain a report on any finding that is assumed to disrupt the effectiveness of the Company.

The CG Policy Committee is held by Wendy Aritenang (Chairman and Member), G. Suprayitno (Member) and Baitul Ihwan (Member).  In 2008 there were 3 meetings that were held by the CG Policy Committee with details of attendance as follows:

Nama Name Jabatan Position Jumlah Rapat
No. of Meetings
Kehadiran *) Attendance %
Wendy Aritenang Ketua Komite Chairman  
2
100%
G. Suprayitno Anggota Member
2
2
100%
Baitul Ihwan Anggota Member  
2
100%

Brief Report on the Implementation of the CG Policy Committee Activities

In 2008 the CG Policy Committee implemented several activities including:

1. A meeting with a related work unit and counterparts in conjunction with the introduction of CG.

2. A meeting to obtain input from the work unit responsible for implementing the Company CG policies.

Findings/Issues for Follow-up The CG Policy Committee recommended that the Board of Directors improve their insight into CG by attending seminars on CG.

Risk Policy Committee

In reviewing a Company risk management system and an assessment of Company risk tolerance levels that can be taken by the Company through the Decree of the Board of Commissioners No. JKTDU SKEP/5046/08 dated 1 November 2008, a Risk Policy Committee has been established with the task of assisting the Board of Commissioners in reviewing an integrated risk management system that has been devised and implemented by the Company and will help assess Company risk tolerance limits.

In implementing its tasks, the Risk Policy Committee is obliged to make a periodic report to the Board of Commissioners at least once every three (3) months and a special report that will contain a report on any finding that is considered to disrupt the effectiveness of the Company.

Members of the Risk Policy Committee are Sahala Lumban Gaol (Chairman and Member), Asril Fitri Syamas (Member), and Lily Rosilawaty Sihombing (Member). 

In 2008 there was one (1) meeting held by the Risk Policy Committee with details of attendance as follows:

Nama Name Jabatan Position Jumlah Rapat
No. of Meetings
Kehadiran *) Attendance %
Sahala Lumban Gaol Ketua Komite Chairman  
1
100%
Asril Fitri Syamas Anggota Member
1
1
100%
Lily Rosilawaty Sihombing Anggota Member  
1
100%

Monitoring Policy and Internal Control

The monitoring and control policies comprising policies for comprehensive monitoring and control on Commissioners, Directors, Senior Management and executing staff. They also include financial and non financial aspects, qualitative and/or quantitative, for each business unit, including support units (embedded internal control), Internal Audit, External Audit and Risk Management.

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