PT Merdeka Gold Resources Tbk (Merdeka Gold Resources) has formally adopted an Audit Committee Charter that will take effect on 15 June 2025, strengthening the company’s corporate-governance architecture.
Key provisions include:
• Committee formation and leadership – The Audit Committee will comprise a minimum of three members drawn from independent commissioners and external professionals. – An independent commissioner will serve as Committee Chair. – At least one member must possess formal accounting or finance expertise.
• Membership criteria – Independent commissioners must meet the standards in OJK Regulation No. 33/POJK.04/2014, including a six-month cooling-off period for former executives, zero direct or indirect share ownership, and no affiliations with management, other commissioners, or major shareholders. – All members are required to demonstrate high integrity, financial-statement literacy, and ongoing professional development, and must avoid conflicts of interest or business relationships with the company.
• Appointment, tenure, and removal – Members are appointed and may be dismissed by the Board of Commissioners. – Tenure aligns with the Board of Commissioners’ term and is renewable once. – The Board may remove members at any time for failure to perform duties.
• Core duties – Review of all financial information released publicly or to regulators, including financial statements and projections. – Oversight of legal and regulatory compliance. – Evaluation of internal and external audit processes, auditor independence, and recommendations on the appointment or replacement of external auditors. – Supervision of risk-management activities and examination of potential conflicts of interest. – Maintenance of strict confidentiality of company documents and data.
• Authorities and procedures – Unrestricted access to company documents, personnel, funds, and assets relevant to mandate. – Direct communication with directors, employees, internal auditors, risk managers, and external auditors. – Ability to engage independent external experts when necessary, with Board approval. – Meetings will be held at least quarterly; resolutions require consensus or unanimous written consent.
• Reporting and whistle-blowing – Quarterly reports to the Board of Commissioners on assignments and findings. – Annual disclosure of activities and achievements to shareholders via the Board and inclusion in the company’s annual report. – Formalised process to receive, investigate, and report third-party complaints related to financial-reporting violations, with confidentiality safeguards for whistle-blowers.
The charter will undergo periodic reviews to ensure alignment with evolving regulatory requirements; in case of discrepancies between language versions, the Indonesian text prevails.