- 164 -
Table of Content
Profiles of Committee under the Board of Commissioners
1. Nomination and Remuneration Committee
The composition of the Nomination and Remuneration Committee based on the decision of the Board of Commissioners No.13 KEP DK 2014 dated August 19, 2014 is as follow:
ChairmanMember : Jusman Syafii Djamal President Commissioner Secretary
: Ario Guntoro Secretary of Board of Commissioners Members
: Hadiyanto Commissioner Parikesit Suprapto Commissioner
Imam Apriyanto Putro Commissioner Johnny Swandi Sjam Independent Commissioner
Virano Gazi Nasution Independent Commissioner On February 2, 2015, the composition of the Nomination and Remuneration Committee was amended in accordance with the
decision of the Board of Commissioners 1 KEP DK 2015 as follow: ChairmanMember : Hendri Saparini Komisaris Utama
Secretary : Ario Guntoro Sekretaris Dewan Komisaris
Members : Hadiyanto Komisaris
Imam Apriyanto Putro Komisaris Dolfie Othniel Fredric Palit Komisaris
Parikesit Suprapto Komisaris Independen Johnny Swandi Sjam Komisaris Independen
Virano Gazi Nasution Komisaris Independen
Hendri Saparini – Chairman Commissioner
Hendri Saparini is the chairman of Nomination and Remuneration Committee. He is responsible for giving the direction and coordination of the implementation of the Committees tasks.
Hadiyanto, Imam Apriyanto Putro, Dolfie Othniel Fredric Palit - Komisaris Parikesit Suprapto, Johnny Swandi Sjam, dan Virano Gazi Nasution – Independent Commissioners
are members of the Committee and are responsible for coordinating input from parties related to the controlling shareholder concerning nomination and remuneration issues.
Ario Guntoro – Secretary of the Board of Commissioners
Ario Guntoro is the secretary of the Committee who is not a member of the Committee. He is responsible for preparing and managing the Committee’s administration and documentation.
2. Audit Committee
The composition of the Audit Committee as determined by the Board of Commissioners decision No. 05KEPDK2014 dated March 25, 2014 is as follow.
Chairman : Johnny Swandi Sjam
Secretary : Tjatur Purwadi
Members : Virano Gazi Nasution
Parikesit Suprapto AgusYulianto
- 165 -
Table of Content On February 2015, Telkom has changed the composition of the Audit Committee. The new composition of the Audit Committee
as determined by the Board of Commissioners No. 02 KEP DK 2015 dated February 2, 2015 is as follow: Chairman
: Johnny Swandi Sjam Secretary
: Tjatur Purwadi Members
: Parikesit Suprapto Dolfie Othniel Fredic Palit
Virano Gazi Nasution AgusYulianto
In accordance with the applicable regulations concerning independence in the capital market, Mr. Othniel Dolfie Palit Fredric is appointed as a non-voting member.
Johnny Swandi Sjam- Independent Commissioner
As Chairman of the Audit Committee, Johnny Swandi Sjam is responsible for directing, coordinating and monitoring the implementation of the duties of each member of the Audit Committee.
Tjatur Purwadi - Secretary Member
Tjatur Purwadi became a member of the Audit Committee since 1 March 2014 and was tasked to facilitate the operations of the Audit Committee, take charge of correspondence, prepare documents, report changes in the Audit Committee Charter, as well as
coordinate the independent auditor selection process. Before becoming secretary of the Telkom Audit Committee, Tjatur Purwadi worked at Telkom from 1979 to 2012. During his
time at Telkom Tjatur Purwadi held several strategic positions such as Vice President VP - Financial and Logistic Policy and Head of Internal Audit. After retiring from Telkom, he served as Director - Assurance Team Tanudiredja, Wibisana Partners
PwC. He holds a degree in accounting from the University of Gadjah Mada University and holds a Master degree in Management from Padjadjaran University.
Parikesit Suprapto and Virano Gazi Nasution – Independent Commissioner Dolfie Othniel Fredric Palit – Commissioner
In charge of supervising and monitoring corporate governance, capital market regulations and other laws relating to the Companys operations, supervising and monitoring the Companys information technology
. Agus Yulianto-Member
AgusYulianto’s duty is to supervise and monitor the integrated audit process, the consolidated financial statements, the application of accounting standards, and the effectiveness of internal control over financial reporting ICOFR as well as the
effectiveness of risk management especially financial reporting risks implemented by the Board of Directors. Agus is a certified accountant and has experience in auditing, accounting and finance. Between the years of 1983 and 1999, he
was an officer of the Agency for Financial Supervision and Development. He also worked as a senior consultant in Jakarta Initiative Task Force as an audit procurement specialist for projects funded by the World Bank. Before he was appointed as a
member of the Audit Committee, he worked in the Office of the Public Accountant HLB Hadori Keswick Adiand Partners as Chairman of the Financial Management Specialist for a project in Aceh, which is managed and funded by the World Bank Multi
Donor Fund. He holds a bachelors degree in accounting from the State College of Accountancy, Jakarta and holds a Master in Accountancy from Case Western Reserve University, Cleveland, Ohio, United States.
Fit and proper test for Committees under the Board of Commissioners
Based on the Audit Committee Charter, the requirements for a member of the Audit Committee are as follow:
Independent Commissioner
1. Not a person who works or has the authority and responsibility for planning, directing, controlling or supervising the activities of the Company within the last six 6 months;
2. Does not have stock, either directly or indirectly to the Company 3. Is not affiliated with the Company, the Board of Commissioners, members of the Board of Directors, or the Shareholders of
the Company 4. Does not have a business relationship that is directly or indirectly related to the Companys business activities.
- 166 -
Table of Content
Independence Requirements
1. Not a person in a public accounting firm, law firm, Office Services Public appraiser, or other parties who give assurance services, non-assurance services, appraisal services and or other consulting services to the Company for a minimum of six
6 months before being appointed by the Board of Commissioners; 2. Not a person who works or has the authority and responsibility for planning, directing, controlling or supervising the
activities of the Company within the six 6 months prior to appointment by the Board of Commissioners; 3. Does not have stock, either directly or indirectly to the Company. In the case of members of the Audit Committee acquire the
Companys shares either directly or indirectly as a result of a legal event, the shares shall be transferred to the other party within a maximum period of 6 six months after the shares acquired.
4. Does not have a business relationship, directly or indirectly related to the use within the Companys business activities; 5. Is not affiliated with members of the Board of Commissioners, members of the Board of Directors or main Shareholders of
the Company.
Integrity and Competence Requirements
1. Has high integrity, ability, knowledge, experience according to the field of work and be able to communicate well; 2. Complies with the code of conduct established by the Company;
3. At least one member of the Audit Committee shall have the educational background and experience in finance, accounting and auditing in which the concerned or one of them is declared as a financial expert and accounting finance and accounting
expert. 4. Must have the knowledge to read and understand financial statements and the audit process;
5. Mandatory to understand the companys business, especially related to the services or business activities of the issuer or Public Company, auditing process, risk management and regulations in the capital market as well as legislation related;
6. Improves continuous competence through education and training; 7. Knows and understands the function of the Audit Committee.
Financial and Accounting Expert Requirement
1. Understands Financial Accounting Standards in Indonesia and in the US; 2. Has experience in applying accounting standards primarily that relates with judgments and accounting estimates, Accrued
and establishment of reserves; 3. Has experience in preparing and implementing a general audit of the financial statements;
4. Knows and understands internal control over financial reporting, including the audit process.
Independence of the Audit Committee
OJK Regulations on Audit Committee require that the Audit Committee consists of at least three members, one of whom must be an independent commissioner who acts as chairman, while the other two members must be independent. At least one of these two
members must have the expertise in the context of Item 16A of Form 20 F in the field of accountancy and or finance. To be considered independent under the prevailing applicable regulations in Indonesia, an external member of the Audit Committee:
1. May not be an executive officer of a public accounting firm that has provided audit services and or non-audit services to the Company within six months prior to his appointment as a member of the Audit Committee;
2. May not have been our Telkom executive officer within six months prior to his appointment as a member of the Audit Committee;
3. May not to be affiliated with our majority shareholder; 4. May not be a family member of the Board of Commissioners or Board of Directors;
5. May not own, directly or indirectly, shares of the Company; and 6. May not have any business relationship that relates to the Companys business.
Excemption from the Registration Standard in The United States
Regulation No. 40 Year 2007 on Limited Liability Company does not make it compulsory for a public companies to form an audit committee as required under the Standard Recording of the New York Stock Exchange “NYSE”. However, regulation of the
Financial Services Authority “OJK” No. IX.I.5 and Regulation of Indonesia Stock Exchange “IDX” No. 1-A requires the Board of Commissioners of public companies listed on the Stock Exchange to establish an Audit Committee consisting of at least three
members. One of these three members must be an independent commissioner who acts as chairman of the Audit Committee while the other two members must be independent and a minimum of one of the members must have expertise in accounting and or
finance.
- 167 -
Table of Content NYSE Listing Standards established under Rule 10A-3 of the Exchange Act requires foreign private issuers whose shares are listed
on the NYSE to have an audit committee which consists of independent directors. However, pursuant to Rule 10A-3 c 3, foreign private issuers may be exempt from the independence requirements if i the Government or the home country stock exchanges
requires public companies to have an audit committee; ii a separate Audit Committee of the Board of Directors, which has members from both inside and outside the Board of Commissioners; iii the Audit Committee members are not elected by the
management and no executive officer of the company who are members of the audit committee; iv the Government or the home country stock exchanges requires that the audit committee must be independent of the management company; and v the Audit
Committee is responsible for the appointment, retention and oversight of the work of the external auditors. Telkom has an Audit Committee consisting of six 6 members: three 3 Independent Commissioners, one Commissioner, and two
2 independent external members who are not affiliated with Telkom. Not all members of Telkom Audit Committee are independent directors as required in Rule 10A-3 of the Exchange Act. Telkom
refers to the general exemption under Rule 10A-3 c 3 regarding the composition of the Audit Committee. We believe that our reliance on this exemption will not materially adversely affect the ability of the Audit Committee to act independently. We also
believe that the intent of the restriction that each member of the Audit Committee are independent directors is to ensure that the Audit Committee is independent from the influence of management and provides a forum separate from management in which
auditors and other interested parties can perform a straightforward discussion of the problem. Regulations issued by the Audit Committee of the OJK require that each member of the Audit Committee must be independent. Regulations issued by the OJK
Audit Committee also require that at least two members of the Audit Committee are external independent members who are not only independent of the management but also independent of the Board of Commissioners and Board of Directors and the Company
as a whole. Therefore, we believe that the standards set out in the regulations issued by the Audit Committee of the OJK is effective in ensuring the ability of the Audit Committee to act independently.
Aside from the above matters, unlike the requirements set forth in the NYSE listing standards, based on the provisions applicable to the Audit Committee in Indonesia, Telkom Audit Committee does not have direct responsibility for the appointment, compensation
and retention of the external auditors. Telkom Audit Committee can only recommend the appointment of external auditors to the Board of Commissioners and Board of Commissioners decision must be approved by shareholders.
Audit Committee Financial Expert
The Board of Commissioners has determined that Agus Yulianto, as a member of the Audit Committee, qualifies as an Audit Committee Financial Expert as described in Item 16A of Form 20-F, and as an independent member in accordance with Rule
10A-3 of the Exchange Act. Agus Yulianto has been a member of the Audit Committee since November 2010.
Audit Committee Pre-Approval Policies and Procedures
Telkom adopted pre-approval policies and procedures which requires that all non-audit services provided by the public accounting firm must be pre-approved by our Audit Committee, as set forth in the Audit Committee Charter. Pursuant to the charter, permissible
non-audit services may be carried out by our independent auditors provided that: i the Board of Directors must deliver to the Audit Committee through the Board of Commissioners a detailed description of non-audit services that is to be performed by the
independent public accounting firm; and ii the Audit Committee shall determinewhether the proposed non-audit servicewill affect the independence of the independent public accounting firm or would give rise to any conflict of interest.
Pursuant to Section 10 i 1 B of the Exchange Act paragraph c 7 i C of Regulation S-X Rule 2-01 issued pursuant to the Act, the Audit Committee Charter waives the pre-approval requirement for permissible non-audit services where i the total cost of
the non-audit services constitutes no more than five per cent of the total amount of audit fees paid by Telkom to the independent auditors for the fiscal year in which the services are provided or ii the proposed services are not regarded as non-audit services at
the time the agreement was signed. In addition to these two requirements, the performance of non-audit services must be approved prior to the completion of the audit by a member of the Audit Committee who has been delegated pre-approval authority by the full
Audit Committee or by the full Audit Committee itself.
- 168 -
Table of Content
3. The Planning and Risk Evaluation and Monitoring Committee “KEMPR”
