Merdeka Gold Resources Approves New Audit Committee Charter with Enhanced Governance Framework

Bulletin Express
Jun 25

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.

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