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Audit Committee Charter

The Audit Committee is a committee formed by and responsible to the Board of Commissioners ("BOC") to help the BOC in performing its duties and functions to oversight of the implementation of management functions in accordance with Good Corporate Governance (GCG).

LEGAL BASIS

The formation of the Audit Committee is basing on the following regulations:

  1. Regulation of the Financial Services Authority No. 55/POJK.04/ 2015 concerning the Formation and the Guidelines of the Audit Committee;
  2. The Company's Articles of Association concerning the Duties and Authorities of the Board of Commissioners.

PURPOSE

The Audit Committee is formed with the aim to ensuring the following matters:

  1. Adequacy and integrity of the Company's internal control and financial and operational systems;
  2. Ensure compliance with the current provisions of the Financial Services Authority ("OJK"), the Indonesia Stock Exchange ("IDX"), industrial regulations and other regulations related to GCG;
  3. Ensure the supervision of GCG;
  4. Create CGC culture and internal conscious and discipline to avoid any potential fraud during the course of the activities of the company;
  5. To provide a reliable financial report;
  6. Identified matters duly concern by the BOC.

MEMBERSHIP & TERM ; REQUIREMENTS

MEMBERSHIP & TERM

  1. Audit Committee members are appointed and dismissed by the Board of Commissioners;
  2. The Audit Committee must have at least 3 (three) members, consisting of at least one Independent Commissioner, and 2 (two) other members from outside the Company;
  3. The Audit Committee is chaired by an Independent Commissioner;
  4. The tenure of members of the Audit Committee may not be longer than the term of BOC as stipulated under the Articles of Association and can be re-elected only for one subsequent period.

MEMBERSHIP REQUIREMENTS

Chairman of the Audit Committee

As being the Chairman of the audit committee, the Independent Commissioners must fulfill the requirements stipulated under the Regulation of Financial Services Authority (FSA) number 33/POJK.04/2014 relating to the Board of Director and the Board of Commissioner of the Issuance or Public Company.

Audit Committee Members

The Audit Committee must meet the requirements as follows:

  1. Having good integrity, ability, knowledge and adequate experience in accordance with the field of work and educational background, and good communication;
  2. Understand financial statements, business knowledge related to the industry of the Company, audit process, risk management and the capital market regulation, industry regulations and other laws and regulations;
  3. Comply with the Code of Ethics established by the Company;
  4. Willing to enhance continuing competence through education and training;
  5. Must have at least 1 (one) member with an educational background and expertise in accounting and / or finance;
  6. Not an insider person of the Company’s Public Accountant, Legal Consultant, Public Appraisal or other party that provide any insurance, and/or other consulting services to the Company and its subsidiaries within 6 ( six) the last month before the appointment;
  7. Not a person who has the authority and responsibility to plan, lead, control or supervise the activities of the Company and its Subsidiaries within the last 6 (six) months prior to their appointment, except the Independent Commissioner;
  8. Do not have any direct or indirect shares of the Company;
  9. In the event of any member of the Audit Committee obtains direct or indirect shares of the Company caused by any legal event, then the shares must be transferred to another party within a maximum period of 6 (six) months after the acquisition of the shares;
  10. Has no affiliation with members of the Board of Commissioners, members of the Board of Directors, or Controlling Shareholders; and
  11. Has no direct or indirect business relationship with the activities of the Company and its subsidiaries/affiliate members of the Board of Commissioners, members of the Board of Directors or the Company's Major Shareholders.

DUTIES AND RESPONSIBILITIES

Audit committee must be independent in carrying out its duties and responsibilities. In carrying out its functions, the Audit Committee has duties and responsibilities including the following:

  1. Review financial information of the Company to be issued and available for the public and/or the Authorities, i.e financial statements, projections, and other reports related to the Company's financial information;
  2. Review the compliance the Company over laws and regulations;
  3. Provide independent opinion in the event of differences of opinion between management and accountants for the services they provide;
  4. Provide independent recommendations to the Board of Commissioners regarding the appointment of a Public Accountant, the scope of the assignment and fees; discuss audit plan that include the nature of audit and scope of the audit; examine the adequacy of the examination by considering all important risks; and ensure coordination if more than one Public Accountant is assigned;
  5. Reviewing the planning, implementation and overseeing the follow-up actions by the Board of Directors on the findings of internal auditors and external auditors;
  6. Review and report to the Board of Commissioners upon any complaints relating to the accounting process and financial reporting of the Company, including if there are allegations of a decision at the Board of Directors' meeting or deviations from the decisions of the Board of Directors;
  7. If necessary, the Committee may conduct examination either by his on examination or assign any third party. Such report must be submitted to the Board of Commissioners no later than 2 (two) working days after the completion of the report;
  8. Review and give advice to the Board of Commissioners relating to the potential conflict of interest of the Company, namely in the event that there is a difference between the economic interests of the Company and the personal economic interests of the owners, members of the Board of Directors, Executive Officers and/or parties related to the Company;
  9. Maintain the confidentiality of Company data and documents.

AUTHORITY

In carrying out its duties, the Audit Committee has the following authorities:

  1. Access to the Company's documents, data and information regarding the Company's employees, funds, assets and resources as needed;
  2. Communicate directly with the Company's employees including the Directors and/or Senior Executives/ Officers and parties who carry out the functions of internal audit, risk management, and accountants regarding the duties and responsibilities of the Committee;
  3. With the written approval of BOC, the committee may assign any independent experts or consultants required to assist the execution of its duties;
  4. Perform any other authorities granted by the Board of Commissioners with the due observance of authority of the Board of Commissioners specified in the Articles of Association of the Company and the Law on Limited Liability Companies.
  5. Perform any other authorities granted by the Board of Commissioners with the due observance of authority of the Board of Commissioners specified in the Articles of Association of the Company and the Law on Limited Liability Companies.

Meeting

  1. Audit Committee held regular meeting at least 1 (one) every quarter;
  2. Meeting of the audit committee can be held if attended by more than ½ (half) of the total committee member;
  3. Resolution of the meeting of the committee audit shall be amicably agreed by the member;
  4. Each of the meeting of the committee audit shall be recorded in the minute, including if any different opinion (dissenting opinion) which signed by all member of the attended committee audit and submitted to the Board of Commissioner.

Report

  1. The committee audit shall submit any report of each assignment to the BOC;
  2. The committee audit shall prepare Annual Report of its activities as disclosed in the Annual Report of the Company.

Disahkan : Di Jakarta
Tanggal   : 03 Desember 2018
BOARD OF COMMISSIONER

Mohamad Noer

Presiden Komisaris

Marcel Han Liong Tjia

Komisaris Independen

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