Audit Committee Charter

    Audit Committee Charter

    The Audit Committee is a committee formed by the Board of Commissioners to assist the Board examination or investigation that are considered necessary to the performance of their functions in the management of the Company's Board of Directors.

    1. Understanding
      1. The Audit Committee is a committee formed by the Board of Commissioners to assist the Board examination or investigation that are considered necessary to the performance of their functions in the management of the Company's Board of Directors.

      2. Affiliates are:
        • A family relationship by marriage and descent to the second degree, both horizontally and vertically.
        • The relationship between the employees, directors or the Commissioner of the parties.
        • The relationship between the two (2) companies in which there are one or more members of the Board of Directors or the Board of Commissioners the same.
        • The relationship between the company, either directly or indirectly, controls or is controlled by the company.
        • The relationship between the two (2) companies controlled, directly or indirectly, by the same party, or
        • The relationship between the company and the Main Shareholders.

      3. Independent Commissioners are Commissioners :
        • Not affiliated with the Controlling Shareholder
        • Not affiliated with the Director and / or other Commissioners.
        • Not working as a director in the company more affiliated with the Company.
        • Understanding the laws and regulations in the capital market.

    2. Organization of the Audit Committee
      1. Audit Committee members are appointed and dismissed by the Board of Commissioners and reported to the General Meeting of Shareholders (AGM)
      2. The Audit Committee consists of at least 1 (one) Independent Commissioner and at least two (2) other members from outside the Company.
      3. One member of the Audit Committee are derived from the Company's Independent Commissioner to act as Chairman of the Audit Committee.
    3. Membership Requirements
      1. High integrity, ability, knowledge and experience are adequate according to educational background and be able to communicate well.
      2. One of the members of the Audit Committee has the educational background belkakang accounting or finance.
      3. Have enough knowledge to read and understand financial statements.
      4. Have sufficient knowledge about the field of capital market regulations and legislation are related.
      5. Not a person Public Accounting Firm that provides audit and non-audit or within 6 (six) months.
      6. The key is not an employee within 6 (six) months.
      7. No shares either directly or indirectly.
      8. Not affiliated with the Company, the Board of Commissioners, Board of Directors, or majority shareholder.
      9. Does not have a business relationship, directly or indirectly related to the Company's business activities.
      10. Not also members of the Audit Committee of the Issuer or any other public company in the same period.

    4. Duties and Responsibilities of Audit Committee

      The Audit Committee to provide an independent professional opinion to the Board of Commissioners regarding reports or matters submitted by the Board of Directors to BOC as well as identify issues that require the attention of the Board Commissioner, which include the following:

      1. Prepare annual activity plan approved by the Board of Commissioners
      2. Conducting periodic review of the financial information to be published by the Company, such as financial reports, projections and other financial information.
      3. Conducting periodic review on companies' compliance with laws - laws in the capital market and other laws relating to the Company's activities.
      4. Giving consideration to the proposed appointment and dismissal of the Chief Internal Auditor.
      5. Conducting periodic review of the work plan and implementation of audit by internal auditors as well as reviewing the adequacy of the Internal Audit Charter.
      6. Conducting periodic review of the effectiveness of internal control, and voting in the election process public accountant.
      7. The independence and objectivity of the public accountant.
      8. Conducting periodic review of the adequacy of audit by public accountants to ensure that all risks have been adequately considered.
      9. Conduct periodic review and monitoring of the follow-up results of the internal auditor and public accountant.
      10. Reporting to the Commissioner of the various risks faced by the company and the implementation of risk management by the directors.
      11. Conduct periodic review and report to the Commissioner on a complaint relating to the Company.
      12. Maintaining the confidentiality of documents, data and information of the Company.
      13. Creating, reviewing and updating the Audit Committee Charter.

    5. Privileges Committee
      1. The Audit Committee is authorized to access the full, free and unlimited to records, employees, assets and other resources related to the Company's performance of its duties.
      2. In implementing authority, the Audit Committee shall cooperate with the internal auditor.
    6. The Audit Committee Meeting
      1. The Audit Committee shall hold meetings at least once in 3 (three) bulan.Rapat led by the Chairman of the Audit Committee or the Audit Committee member of the most senior, when the Chairman of the Audit Committee was unable to attend.
      2. Audit Committee meetings attended by at least 2/3 (two thirds) of the members. The meeting can be attended by the Commissioner.
      3. If deemed necessary to invite the Board of Directors or the Chief Internal Auditor untukhadir the Audit Committee meeting.
      4. Decision-making must be approved by more than ½ (one half) the number of audit committee members are present.
      5. Audit Committee meetings at least discuss:
        • The activities of the Audit Committee needs to be done in order to perform its duties and functions.
        • The result of the periodic review of the information that has been received by the Audit Committee.
      6. The results of the meeting of the Audit Committee are recorded in the minutes of meeting.

    7. Reporting
      1. The Audit Committee shall make a report to the Board on the implementation of the tasks that have been determined.
      2. The Audit Committee shall submit reports on its activities to the Commissioners on a regular basis at least 1 (one) times in three (3) months.
      3. The Audit Committee makes an annual report to the Board of Commissioners regarding the implementation of the activities of the Audit Committee and published in the annual report of the Company, among others, relating to the following matters:
        • The violations committed by Liability of the provisions of the legislation in force (if any).
        • Mistake / error in financial reporting, internal control and independence of public accountants (if any)
        • Review the implementation of the total compensation package of Directors and Commissioner according to provisions of the GMS.

    8. Work Period and Honorariun
      1. Audit Committee member terms should not be longer than the term of office of the Board of Commissioners and may be reelected only for one (1) term.
      2. If the Independent Commissioner and the Chairman of the Audit Committee quit before his term as Commissioner, the Chairman of the Audit Committee was replaced by another Independent Commissioner.
      3. Member honorarium determined by the Audit Committee of the Board of Commissioners.
      4. Fees for activities charged to the Company's Audit Committee.

     

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