a.Audit Committee members are appointed and dismissed by the Board of Commissioners;
b.The Audit Committee consists of at least 3 (three) members from 1 (one) Independent Commissioner of the Company and 2 (two) independent external parties;
c.One of the Audit Committee members, an Independent Commissioner of the Company, acts as the Audit Committee Chairman.
a.Have high integrity, ability, knowledge and experience that are adequate following their educational background, and can communicate well;
b.One member of the Audit Committee has a background in accounting or finance education;
c.Have sufficient knowledge to read and understand Financial Statements;
d.Have adequate knowledge of the laws and regulations in the Capital Market sector and other related laws and regulations;
e.Not a person in a public accounting firm that provides audit and / or non-audit services in the last 1 (one) year;
f.Not a key employee in the last 1 (one) year;
g.Do not own shares, either directly or indirectly;
h.has no affiliation with the Company, Commissioners, Directors or Major Shareholders;
i.Do not have a business relationship, either directly or indirectly, related to the company`s business activities;
j.Not concurrently as a member of the Audit Committee at another Issuer or Public Company in the same period.
The Audit Committee is being in charged to provide an independent professional opinion to the Board of Commissioners regarding reports or issues submitted by the Board of Directors to the Board of Commissioners and identifying issues requiring the attention of the Board of Commissioners, which include:
a.Develop an annual activity plan that is approved by the Board of Commissioners;
b.Review the financial information that will be issued by the Company, such as financial reports, projections and other financial information;
c.Reviewing the company`s compliance with the laws and regulations in the Capital Market sector and other laws and regulations relating to the Company`s activities;
d.Review the work plan and audit implementation by the internal auditor;
e.Reviewing the independence and objectivity of public accountants;
f.Reviewing the adequacy of the audit conducted by a public accountant to ensure that all important risks have been considered;
g.Report to the Board of Commissioners the various risks faced by the company and the implementation of risk management by the Board of Directors;
h.Reviewing and reporting to the Board of Commissioners on complaints related to the Company;
i.Maintain the confidentiality of documents, data and information of the Company;
j.Creating, reviewing and updating the Audit Committee Charter.
4.Authorities of the Audit Committee
a.The Audit Committee is authorized to have full, free and unlimited access to records, employees, funds, assets and other resources of the Company relating to the implementation of its duties;
b.In exercising its authority, the Audit Committee is required to cooperate with internal auditors.
5.Audit Committee Meetings
a.The Audit Committee must hold a meeting at least once in 3 months (per quarter);
b.The Audit Committee meeting is accompanied by at least 2/3 of the total members who must be attended by the Audit Committee Chairman. The Board of Commissioners can follow the session;
c.Decision making must be approved by more than ½ of the Audit Committee members present;
d.The Audit Committee Meeting at least discussed about:
1.Activities that need to be done by the Audit Committeeto carry out its duties and functions;
2.Results of a review of the information received by the Audit Committee.
e.The results of the Audit Committee meeting are contained in the minutes of meeting.
6.Responsibility for Reporting
a.The Audit Committee is responsible to the Board of Commissioners for the implementation of predetermined tasks;
b.The Audit Committee is obliged to make a report to the Board of Commissioners on each given assignment;
c.The Audit Committee must submit a report on its activities to the Board of Commissioners periodically at least 1 (one) time in 3 (three) months;
d.The Audit Committee prepares an annual report to the Board of Commissioners regarding implementation of the Audit Committee`s activities. It is published in the Company`s annual report, which, among others, relates to the following matters:
1.Violations committed by the Company against the provisions of the applicable laws and regulations (if any);
2.Errors in the preparation of financial reports, internal control and independence of public accountants (if any);
3.Review the implementation of the total compensation package for the Board of Directors and the Board of Commissioners, according to the provisions of the General Meeting of Shareholders (GMS).
7.Term of Duties
a.The term of duties members of the Audit Committee must not be longer than the time of dutiesthe Board of Commissioners of the Company, and can be re-elected only for the next 1 (one) period;
b.Suppose a member of the Board of Commissioners who becomes Chairman of the Audit Committee resigns before his term of duties as Commissioner of the Company. In that case, the Audit Committee`s Chairman is replaced by another Independent Commissioner.