|Establishment and Purpose
- The Audit Committee is appointed and established by the Board of Commissioners' decision and responsible to the Board of Commissioners
- The purpose of establishing the Audit Committee is to assist the execution of the duties and functions of the Board of Commissioners in ensuring the quality of the Company's financial reports, supervising the implementation of Good Corporate Governance, accounting principles and the Company's financial reporting process, qualification and independence of the Company's auditor, company compliance with applicable laws and regulations. In addition, the Audit Committee is also intended to oversee the effectiveness of internal control and risk management of the company.
|Composition,Structure and Membership
- The Audit Committee is chaired by an Independent Commissioner. Members of the Audit Committee are appointed and dismissed by the Board of Commissioners.
- The Audit Committee shall consist of at least 3 (three) members from independent commissioners and parties from outside of the the Company.
- Audit Committee Member Requirements:
- Must have high integrity, ability, knowledge, experience in accordance with their field of work, and able to communicate well;
- Compulsory to understand the financial reports, company business, especially related to the services or business activities of the Issuer or Public Company, audit process, risk management, and regulations in the field of Capital Market and other related legislation;
- Compulsory to comply with the Code of Conduct of the Audit Committee stipulated by the Company;
- Willing to increase competence continuously through education and training;
- Must have at least 1 (one) member with educational background and expertise in accounting and finance;
- Is not an insider in Public Accountant Firm, Legal Consultant Office, Public Appraiser Office or any other party providing insurance services, non-insurance services, appraisal services and / or other consulting services to the Company within the last 6 (six) months;
- Not a person working or having the authority and responsibility to plan, direct, control or supervise the activities of the Issuer or Public Company within the last 6 (six) months, except Independent Commissioners;
- Not having direct or indirect shares in Issuers or Public Companies;
- . In the event that members of the Audit Committee obtain shares of the Issuer or Public Company either directly or indirectly due to a legal event, such shares shall be transferred to another party within a period of no more than 6 (six) months after obtaining such shares;
- Has no Affiliation relationship with any member of the Board of Commissioners, members of the Board of Directors, or the Principal Shareholder of the Company; and
- Has no direct or indirect business relationship related to the Company's business activities
- The term of the member of the Audit Committee shall not be longer than the term of office of the Board of Commissioners as stipulated in the Articles of Association and may be re-elected for only one (1) subsequent period.
||In performing its duties, the Audit Committee has the following powers:
- Access Company documents, data, and information about employees, funds, assets, and necessary company resources;
- Communicate directly with employees, including the Board of Directors and those exercising internal audit, risk management, and accounting functions related to the Audit Committee's tasks and responsibilities;
- Involve independent parties outside the members of the Audit Committee who are required to assist in the execution of their duties (if necessary);
- To exercise other powers granted by the Board of Commissioners.
|Duties and responsibilities
||In performing its functions, the Audit Committee has the duties and responsibilities of at least include:
- Reviewing the Company's financial information to the public and / or the authorities, among others, financial reports, projections and other reports related to the Company's financial information
- Reviewing the compliance with laws and regulations relating to the Company's activities;
- Provide an independent opinion in the event of any disagreement between management and the Accountant for the services it provides;
- Providing recommendations to the Board of Commissioners regarding the appointment of Accountants based on the independence, scope of the assignment, and remuneration;
- Reviewing the conduct of audits by internal auditors and overseeing the implementation of follow-up actions by the Board of Directors on the findings of internal auditors;
- Reviewing the risk management activities conducted by the Board of Directors, if the Company does not have a risk monitoring function under the Board of Commissioners;
- Review complaints relating to the Company's accounting and reporting process;
- Review and advise the Board of Commissioners regarding the potential conflict of interest of the Company;
- Maintain confidentiality of Company documents, data and information
- The Audit Committee shall convene regular meetings at least 1(one) time in 3 (three) months;
- Audit Committee Meetings may be held when attended by more than 1/2 (one-half) of the members;
- The decision of the Audit Committee meeting shall be taken by deliberation on the consensus;
- Any Audit Committee meeting shall be set forth in the minutes of the meeting, including any differences of opinion, signed by all members of the Audit Committee who are present and submitted to the Board of Commissioners.
- The Audit Committee shall report to the Board of Commissioners on any assignment given;
- The Audit Committee shall prepare an annual report on the implementation of the activities of the Audit Committee disclosed in the Company's Annual Report.
||In exercising its powers, duties and responsibilities, the Audit Committee has the following employment relationship:
- Compulsory to cooperate and coordinate with Internal Auditor in the field of supervision and examination.
- Communicating with the External Auditor relates to the tasks and audit results performed by the External Auditor
- With the approval and / or passing of the Board of Commissioners, may request outside assistance to conduct special and highly technical examinations
- Coordinate with other committees under the Board of Commissioners
|Handling Complaints or Reporting alleged violations
||In the event that the Audit Committee receives complaints from other elements within the Company or parties outside the Company, the method of handling complaints will be determined based on the direction of the Chairman of the Audit Committee and reported to the Board of Commissioners. In the event that the Audit Committee receives reports of violations committed by the Company related to the preparation and reporting of the Company's accounting and finances, the Audit Committee shall follow up by deepening and auditing the financial statements and reporting immediately to the Board of Commissioners.