This research performs a critical deconstruction of the internal dynamics and oversight effectiveness of the Audit Committee (AC) within State-Owned Enterprises (SOEs) following the implementation of Minister of SOEs Regulation No. 02 of 2023. Using a Systematic Literature Review (SLR), this study synthesizes agency theory, financial reporting frameworks, and strategic auditing models to evaluate oversight in Indonesia’s two-tier system. The analysis reveals that AC effectiveness is constrained by pathological information asymmetry and the risk of managerial override. Key findings indicate that board independence is more effective in mitigating Real Earnings Management (REM), whereas legal enforcement primarily addresses income-increasing Accrual-based Earnings Management (AEM). The study concludes that strengthening internal controls without direct oversight creates a "false sense of security," potentially increasing fraud volume. Policy implications focus on standardizing functional communication between the AC and the Internal Audit Unit (SPI) to mitigate the double agency dilemma. This contribution emphasizes the need for a shift from compliance-based to substantive strategic oversight.
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