Summary of GCG and Risk Management Committee Charter

In its attempts to achieve Company objectives, PT Bayan Resources, Tbk practices universally applicable principles of Good Corporate Governance dan Risk Management. Good Corporate Governance principles implemented in PT Bayan Resources, Tbk are transparency, accountability, responsibility, independency and fairness, whereas risk management processes in place are Risk Identification, Risk Assessment, Risk Mitigation, Risk Monitoring and Risk Report. For supervisory function to the Board of Directors (BOD), the Board of Commissioners (BOC) may form committees, such as the Good Corporate Governance and Risk Management Committee.

 

In performing direct supervision of the BOD and to facilitate the performance of its duties, the Good Corporate Governance and Risk Management Committee needs to have general guidelines known as "Good Corporate Governance and Risk Management Committee Charter". 

 

Duties and Responsibilities in Good Corporate Governance

Duties and responsibilities of the Good Corporate Governance and Risk Management Committee in assisting the BOC are as follows:

  1. To assist the BOC in performing comprehensive review of the Good Corporate Governance policy prepared by the BOD and evaluation of the consistency of its implementation, including aspects related to business ethics and community development around the Company; 
  2. To assist the BOC in supervising BOD compliance with all provisions of prevailing laws and regulations in relation to Company business. 
  3. Good Corporate Governance and Risk Management Committee membership consists of a member of BOC who is a concurrent Head of the Corporate Governance Committee, assisted by independent professionals as members. 

Duties and Responsibilities in Risk Management

Duties and responsibilities of Good Corporate Governance and Risk Management Committee in assisting Board of Commissioners are as follows:

  1. To assist the BOC in reviewing and ensuring appropriate execution of the risk management system prepared by the BOD, and evaluate whether the risk tolerance assumed by the Company is already appropriate.
  2. To assist the BOC in performing the following supervisory duties:
    • Review the framework of risk management, risk strategy, risk appetite and objectives of Bayan Group as prepared by the BOD; 
    • Review the sufficiency and comprehensiveness of risk management process in Bayan Group environment and recommend necessary improvements; 
    • Review Bayan Group risk profile and risk management, which includes management action plan and execution status report from the management; 
    • Report and monitor risk management, including to supervise the reporting to the BOC, both routinely and specifically when required on routine issues of interest of the BOC; 
    • Prepare a statement to be included in the Company annual report regarding its activities, the Good Corporate Governance and Risk Management Committee membership, total number of Committee meetings, and individual attendance of Risk Management Committee members. 

Good Corporate Governance and Risk Management Committee Meetings

  1. Good Corporate Governance and Risk Management Committee must convene a minimum of 3 (three) meetings a year with the Risk Management Division/Department of PT Bayan Resources, Tbk . 
  2. Good Corporate Governance and Risk Management Committee must convene a minimum of 3 (three) meetings a year with the BOC of PT Bayan Resources Tbk.