1. BACKGROUND

    This Charter is issued under and shall be governed by :

    1. Regulation of Financial Services Authority No. 55/POJK.04/2015 dated 23 Desember 2015 concerning Establishment and Work Guidelines of Audit Committee
    2. The Jakarta Stock Exchange regulation No. Kep-305/BEJ/07-2004 regarding the General Rules on the Registration of the Equity-like Securities on the Stock Exchange.

    It is imperative that the charter be observed and implemented with the highest degree of integrity, diligence, and consistency.

    In consideration of the foregoing, the Board of Commissioners of the Company hereby stipulates the Company’s Audit Committee Charter as defined hereunder.

  2. MEMBERSHIP

    1. The Structure of the Audit Committee
      1. Member of audit Committee are appointed and dismissed by the Board of Commissioners (BOC).
      2. The Audit Committee is responsible to the BOC.
      3. The Audit Committee at least 3 (three) members consisting of :
        1. At least 1 (one) Independent Commissioner, acting as Chairman of the Audit Committee.
        2. Other members must be from external party who are independent from/not related in any way to the Company.
    2. Qualifications for the Audit Committee Membership
      1. Audit Committee members should have high integrity, capability, knowledge, adequate experience in line with their respective academic backgrounds, and have the ability to communicate well.
      2. At least one of the Audit Committee members should have academic background and skill in accounting or finance.
      3. Audit Committee members should have good knowledge to read and understand financial statements.
      4. Audit Committee members should have good knowledge about capital market laws and regulations and other capital market related laws and other regulations.
      5. Audit Committee members should understands company’s business, audit process and risk management.
      6. Audit Committee members should not be staff members of Public Accountants Office, Legal Firms or other parties providing audit, non-audit or other consultative services to the Company in last 6 (six) months prior to their appointments by the BOC.
      7. With the exception of the Independent Commissioners, Audit Committee members should not be persons who have the authority and responsibility to plan, lead or control the Company’s activities in the last 6 (six) months prior to their appointments by BOC.
      8. Audit Committee members should not, either directly or indirectly, hold, possess, or have control over the shares of the Company. In the case that the Audit Committee members posses/obtain such shares out of a legal action/proceeding, the shares should be transferred to other parties in the course of six months at the most.
      9. Audit Committee members should not :
        1. Have family relationship by marriage and up to second degree by generation, either vertically or horizontally, with the Company, the Commissioners, Directors, or major shareholders of the Company, and or
        2. Maintain a business relationship with the Company, either directly or indirectly related to the Company’s business activities.
      10. Audit Committee members should comply to the Company’s code of ethic.
      11. Audit Committee members are willing to improve the competency continuously trough education and training

  3. DUTIES AND RESPONSIBILITIES

    The Audit Committee shall :

    1. Give opinions to the BOC on reports or information provided by the Board of Directors (BOD) to BOC.
    2. Identify matters that need the BOC’s attention.
    3. Carry out other respective duties of the BOC, covering among others :
      1. To review financial information to be released by the Company, such as financial statement, projections, and other related report regarding financial information.
      2. To thoroughly check and verify the Company’s compliance with capital market laws and regulations and other laws and regulations relevant to the Company’s activities.
      3. To provide an independent opinion when the dissenting opinion occurs between the management and accountant for service rendered.
      4. To give recommendation to BOC regarding appointment of External Auditors based on independency scope of work and fee.
      5. To thoroughly check and verify the implementation of examinations carried out by the Internal Auditors
      6. To review and report to the BOC the various risks faced by the Company and the implementation of risk management’s activity by the BOD, if the Company does not have a risk review function under the BOC.
      7. To review any delation that relates to accounting process and financial reporting.
      8. To review and give advice to BOC in relation to the potential of conflict of interest.
      9. To investigate any indications of a mistake in the resolution of the Board of Director’s meeting or an irregularity in implementing the resolution of the Board of Directors’ meeting. Such investigation can be conducted by the Audit Committee or independent party appointed by Audit Committee on the Listed Company’s expense.
      10. To check and report to the BOC complaints related to the Company.
      11. To report the implementation of risk management and the potential risks faced by the Company.
      12. To safeguard the confidentiality of the Company’s confidential documents, data and information.

  4. THE AUTHORITY AND OBJECTIVES

    1. The Audit Committee has the authority to access all records or information on staff, funds, assets and the Company’s other resources in respect of the performance of its duties.
    2. The Audit Committee shall communicate directly and indirectly with Company’s staff and parties that has the responsibility of Company’s Internal Audit. External Audit and Risk Management.
    3. The Audit Committee shall involve independent party outside Audit Committee to assist Audit Committee’s work (if needed)
    4. In carrying out its duties and responsibilities, the Audit Committee should cooperate with the Company’s Internal Audit Unit.
    5. The Audit Committee shall provide reasonable assurance of the achievements of its objectives in the following areas:
      1. To ensure the Company’s compliance with the prevailing laws, regulations and corporate policies and procedures;
      2. To enhance the efficiency and effectiveness of the implementation of corporate policies and procedures and of the protection of the Company’s assets;
      3. To ensure reliable and accurate financial statements as a tool to measure the achievement of the corporate goals.
    6. The Audit Committee is actively involved in determining the areas of audit examination/assessment as guidelines as follows :
      1. Areas where internal control system is crucial.
      2. Potential areas to maximize capital gains and cost effectiveness.
      3. Areas with risk of unauthorized use power.
      4. Areas where authorized power is suspect.
      5. Areas which draw the attention of External Auditors.
    7. The Audit committee shall do other authority as instructed by BOC.

  5. TERMS OF EMPLOYMENT

    1. Audit Committee Meetings
      1. The Audit Committee should hold meetings at least once every quarter.
      2. The Audit Committee meetings should be attended by more than half of the Audit Committee members.
      3. Decisions of Audit Committee meetings should be settled amicably in mutual consensus.
      4. The Audit Committee meetings should be chaired by the Chairman of the Audit Committee or, in the absence of the Audit Committee Chairman, by a member elected by the meeting.
      5. Every Audit Committee meeting should be minutes and the minutes shall be written and signed by all the meeting participants and must include dissenting opinions if any, and must be reported to BOC.
    2. Reporting
      1. The Audit Committee should provide a written review to the BOC on the assignments given by the BOC, among others, preparation of the summary of the financial statements, evaluation on risk management, the effectiveness of internal audit assessment and other matters that require the attention of the BOC. Such report shall submit at the latest 2 (two) business days after the report is completed.
      2. Based on the review report, the BOC must provide corrective recommendation or advice and submit such recommendations to all member of the BOD at the latest 7 (seven) business days after the BOC receives the final review report prepared by the Audit Committee, along with the review report.
      3. The Audit Committee prepares a report on the Audit Committee’s activities annually to be submitted to the BOC. This report is published in the Company’s Annual Report which should also include things related to the following matters :
        • A violation conducted by the Company against the prevailing laws and regulations (if any)
        • A mistake/error in preparing the Company’s financial statement, internal control and Company’s auditors independence (if any)
      4. The Company must report to Indonesia Financial Services Authority of any appointment and dismissal of the Audit Committee within the period of 2 (two) working days after change its effective.
      5. Information regarding the appointment and dismissal above must be published in the website of the Company and IDX

  6. TERM OF OFFICE

    1. The Audit Committee members term of office shall not exceed the BOC’s term of office as stipulated in the Company’s Articles of Association.
    2. Upon completion of the first term of office, the Audit Committee members can be appointed for 1 (one) successive term only.

    This Audit Committee Charter shall become effective as of the date of issuance

Attachment Audit Committee Charter