Audit Committee Charter
- General
- This Audit Committee Charter is stipulated by the Board of Commissioners as a guideline for the Audit Committee in performing its role and responsibility in a transparent, accountable, competent and independent manner with the ultimate objective that the Company is governed, managed and run in compliance with the prevailing laws and regulations.
- This Charter shall be reviewed and reassessed at least annually by the Audit Committee and any proposed changes shall be submitted to the Board of Commissioners for approval.
- The Company must have Audit Committee Charter and is obliged to present the Audit Committee Charter and other required information at the website of the Company.
- Background
The Company must have Audit Committee. Audit Committee is established by the Board of Commisioners by virtue of the following regulations :
- Decision of the Board of Directors of the Indonesia Stock Exchange No. Kep- 00001/BEI/01-2014 regarding Amendment to the Rule Number I-A dated of issue January 20, 2014 concerning the Listing of Shares (Stock) And Equity-Type Securities Other Than Stock Issued by The Listing Company;
- Financial Services Authority Regulation No0 55/POJK.04/2015 dated December 23rd, 2015 on The Formation And Implementation Guidelines For The Work Audit Committee.
- Duties, Responsibilities and Authority
Audit Committee is assigned to give independent professional advice to the Board of Commissioners concerning reports or other matters that have been submitted by Board of Directors to Board of Commissioners; to assist Board of Commissioners in its overnight responsibilities, including identification of matters which require the attention of Board of Commissioners; and to perform other tasks in relation to the duties of Board of Commissioners which, among other include :
- To review of financial information that will be released by the Company to the public and/or authorities, such as financial statements, financial projections, and other reports relating to the financial information of the Company;
- To review of the degree of the Company’s compliance with the laws and regulations in the Capital Market industry, and other related regulations relevant to the activities of the Company;
- To provide independent advice/resolution to any disagreements between management and independent accountant regarding the services rendered;
- To provide recommendation to the Board of Commissioners regarding the appointment of independent accountant based on independency, scope of engagement and fees;
- To review of the implementation of audits by internal auditor and supervision of follow-up actions on the findings of internal auditor by the Boards of Directors;
- To review of the implementation of risk management by Board of Directors, in the case where the Company does not retain risk-monitoring function under the Board of Commissioners;
- To review of any complaints regarding the accounting processes and financial statement of the Company;To review of and provision of recommendation to the Board of Commissioners regarding the Company’s potential conflict of interest; and
- To review of and provision of recommendation to the Board of Commissioners regarding the Company’s potential conflict of interest; and.
- Maintain confidentiality of Company’s documents, data and information.
In performing its duties, the Audit Committee has the following authorities :
- to access Company’s documents, data and information concerning its employees, funds, assets and other Company’s resources that is necessary;
- to communicate directly with employees, including Board of Directors and those who performthe function of the internal audit, risk management, and independent accountant that relates to the Audit Committee’s duties and responsibilities;
- to involve the independent parties outside the members of the Audit Committee which is required to assist in the implementation of its duties (if needed); and
- to perform other authorities given by the Board of Commissioners.
- The Composition, Stucture and Requirements of Audit Committee Members
- The Audit Committee shall work in a professional and independent manner to assist and strengthen the functions of the Board of Commissioners in carrying out the function of oversight over financial reporting and ensure that the financial reports are presented fairly in accordance with accounting principles, the company’s internal control structures are implemented well, the implementation of internal and external audits should be conducted in accordance with the applicable auditing standards, follow-up over the findings of the audit results conducted by management, examination, audit, internal control and Corporate Governance implementation processes by the Board of Directors in managing the Company.
- Audit Committee members shall be appointed and dismissed by the Board of Commissioners;
- The Audit Committee consits of at least 3 (three) members from the Independent Commissioners and external parties, one of whom shall be an Independent Commissioner of the Company and concurrently serves as Chairman of the Audit Committee;
- An Independent Commissioner is required to meet the following criteria :
- independent Commissioner shall not be a person whose job, authority and responsibility include the planning, directing, controlling or supervising the activities of the Company within the past 6 (six) months;
- Independent Commissioner shall have no shares of the Company, either directly or indirectly
- Independent Commissioner shall have no Affiliation relationship with the Company, members of the Board of Directors members, or any Majority Shareholders of the Company; and
- Independent Commissioner shall have no business relationship, directly or indirectly in relation to the business activities of the Company
Criteria for Audit Committee Members, among others, include :
- An Audit Committee member must possess high integrity, adequate capability, knowledge and experience in accordance with his scope of work, as well as the ability to communicate effectively;
- An Audit Committee member must have sound understanding of financial statements, the Company’s business, audit processes, risk management and the laws and regulations of the Capital Market and other relevant laws and regulations;
- An Audit Committee member must have adhere to the code of ethics of the Audit Committee as prescribed by the Company;
- An Audit Committee member shall be willing to increase his competence through continuing education and training;
- Audit Committee shall have at least one member whose educational background is Accountancy or Finance;
- An Audit Committee member shall not be an insider of Public Accountant Offices, Law Firms, Public Appraisal Firm or other parties that provide assurance services, non-assurance services, appraisal and/or other consultancy services to the Company in the past 6 (six) months;
- An Audit Committee member shall not be a person whose job, authority and responsibility include the planning, directing, controlling or supervising the activities of the Company within the past 6 (six) months, with the exception of Independent Commissioner;
- An Audit Committee member shall have no direct or indirect shares ownership in the Company;
- In the event where any of the Audit Committee members receives Company’s shares directly or indirectly arising from a legal event, the said shares must be transferred to another party no later than 6 (six) month after obtaining those shares;
- An Audit Committee member shall have no Affiliation relationship with members of the Board Commissioners, members of the Board of Directors or any Majority Shareholders of the Company; and
- An Audit Committee member shall have no direct or indirect business relationship in relation to the business activities of the Company.
- Implementation and Work Procedure
The Audit Committee prepares and implements the Audit Committee Meeting Planner which represents the work programs and procedures for the Audit Committee. The Planner states the time schedules and frequency of meetings for the year, party/parties involved in such meetings including, among others, management, internal auditors, independent accountant and other parties, and issues/topics to be discussed in the meetings. The said topics shall include but not limited to financial statements and other matters concerningfinancial information of the Company.
- Meetings of Audit Committee
- The Audit Committee must hold meetings at least once in 3 (three) months;
- The meetings may be held if attended by more than ½ (one half) of the total number of the Audit Committee members;
- Decisions of the Audit Committee meeting can be made based on deliberation and consensus (musyawarah untuk mufakat);
- Every Audit Committee meeting is documented in the minutes of meetings, including any dissenting opinions, signed by all attending Audit Committee members who attended and presented to the Board of Commissioners.
- Reporting
- The Audit Committee shall submit a report to the Board of Commissioners on each assignment given;
- The Audit Committee must prepare an Annual Audit Committee Report to the Board of Commissioners regarding its activities which shall be published in the Company’s annual report, the report shall include matters such as :
- Composition of the Audit Committee, including names, position and the independency status of its members;
- Purpose and scope of work of the Audit Committee;
- The number of Committee Audit meetings held during the year and details of attendance of each of the members of Audit Committee;
- Summary of the implementation of the Committee’s duties and responsibilities during the current year, including but not limited to :
- Violations by the Company of any prevailing laws or regulations (if any);
- Errors/mistakes in the preparation of financial statements, internal controls and independency of public accountants (if any);
- Review of Directors and Commissioners compensation packages in compliance with the provisions set out at the Annual General Meeting;
- Conclusion or recommendation.
- The Company shall inform the Financial Services Authority (previously known as Capital Market – Financial Institutions Supervisory Agency) of the appointment and dismissal of Audit Committee no later than 2 (two) working days after the appointment or dismissal;
- Information regarding the appointment and dismissal of Audit Committee shall be published on the websites of the stock exchange and/or the websites of the Company.
- Provision concerning the handling of complaints or reports on suspicion of violation relating to financial reports
The Audit Committee shall perform a review in the event where a staff has raised concerns about possible improprieties relating to matters and ensure that an independent investigation into such matters has been executed and appropriate follow-up measures have been taken up.
- Term of Service of Audit Committee
The duty period of the Audit Committee members should not be longer than the term of office of the Board of Commissioners as stipulated in the article of association and may be re-election for only 1 (one) more term.
Jakarta,
PT. Tunas Baru Lampung, Tbk
Santoso Winata
Presiden Komisaris/President Commissioner
Oey Albert
Komisaris/Commissioner
Richtter Pane
Komisaris Independen/Ketua Komite Audit
Independent Commissioner/Chairman of Audit Committee