SECTION 1
INTRODUCTION
Article 1
Definition
1.Audit Compliance means an audit process to ensure that the policies, regulations and procedures have been implemented in accordance with the provisions of the prevailing laws and regulations and other regulations established by the Company.
2.Conflict of Interest means conflict of interest which causes a person unable to make objective considerations and decisions.
3.Financial Audit means process to ensure the reliability, accuracy, authority, classification of a sufficed financial data, thus the financial statement shall be presented fairly and freely from any material misstatement, in accordance with the prevailing Financial Accounting Standard.
4.Fraud means an unlawful act which deceptive, hidden and abuse of trust conducted by parties and/or organization to generate profits for their personal or group interest.
5.Good Corporate Governance (GCG) means process and mechanism used by the Company in the framework of gaining the successful of business and organization accountability in order to embodied and build up the corporate value with due observance to the interest of the stakeholders pursuant to the prevailing laws and regulations, morale and ethics.
6.Hard control means facilities, the completeness of organization structure, arrangement of the authority as well as responsibility in the process of decision making and the implementation of the activities, in the form of policies and procedure, organization structure, authorities and documents.
7.Operational Audit means audit process to ensure the organization operational activities have been conducted effectively, efficiently and economically to achieve the determined targets and objectives.
8.Company means PT.Visi Media Asia Tbk, domiciled in Jakarta.
9.Internal Audit Charter means a working guidance for Audit Internal Unit that contains purposes, vision, mission, structure and working relationship, function, duties and responsibilities, scope of work, policies, standard, code of ethics, evaluation and improvement.
10.Soft Control means skills, behaviors, values, ambience founded in individual and personal communication between individuals in the organization, such as competency, trust,the similarity of values, ethics and others.
11.Internal Audit Unit means working unit formed by the Company whose function to perform internal audit in accordance with the Internal Audit Charter.
Article 2
Purposes
1.As a corridor for the Company in implementing the strategy in order to achieve the determined objectives, as well as to present values embedded by the Company, the level of compliances (adherence) , and contribution in the formation of Company’s image.
2.To gain the integrated control function (integrated control system) in order to ensure that the operational activities have been executed well and may increase the value added of the Company through the effectiveness of the implementation of risk management and Good Corporate Governance principles.
3.To enhance the system quality and internal audit resource through the development of Soft Control and Hard Control continuously thus it is expected that the improved control system may optimize the achievement of the established objective.
SECTION II
VISION AND MISSION
Article 3
Vision
Being an Internal Auditor with high dedication and professionalism, able to give value added to the Company assists the management towards the embodiment of Good Corporate Governance so that the Company become an efficient and effective institution as well as having a high competitiveness.
Article 4
Mission
1.To perform an internal audit towards the management control process, operation, finance and risk management in the purpose of the embodiment of Good Corporate Governance.
2.To enhance competency in order to become a professional Internal Auditor.
3.To assist the appraisal activities performance objectively and independently as well as to report the appraisal to the President Director in an accurate, reliable, timely, consistent and useful manner.
4.To add values either in quality as well as quantity, through a working pattern that focused to the business process and costumers, pro-active, enthusiastic and reliable, able to communicate effectively, able to fine the roots of the problem and able to optimally utilize the information technology system.
SECTION III
POSITION, FUNCTION, DUTIES & RESPONSIBILITIES AND AUTHORITES
Article 5
Position
1.Internal Audit Unit consists of 1 (one) Internal Auditor or more in accordance with the quantity and degree of corporate complexity from time to time
2.The Internal Audit Unit leads by the Head of Internal Audit Unit who is appointed by the President Director upon the approval of the Board of Commissioners.
3.The Head of Internal Audit Unit is responsible to the President Director.
4.The President Director may dismiss the Internal Audit Unit upon acquired approval the Board of Commissioners.
5.The Head of Internal Audit Unit functionally deliver the reports to the President Director and Board of Commissioners with a copy to the Audit Committee. The auditors in the internal audit are responsible directly to Head of Internal Audit Unit.
6.In performing its duties, the Board of Directors and Board of Commissioners gave full supports to the Internal Auditor in order to work freely and objectively without any intervention from any other Parties.
7.Any appointment, replacement or dismissal of the Head of the Internal Audit Unit shall immediately notify the Financial Services Authority (“OJK”)
Article 6
Requirements of the Internal Auditor
The Internal Auditor in the Internal Audit Unit shall meet the following requirements:
1. Have integrity and professional behavior, independent, honest and objective in the implementation of its duties.
2. Have experience and knowledge about technical audit and other disciplines relevant to their field of duty.
3. Have knowledge of the laws and regulations in the field of capital market and other related legislation.
4. Have the ability to interact and communicate both orally and in writing effectively.
5. Meet the professional standards issued by the Internal Auditors association.
6. Comply with the code of ethics of the Internal Audit Unit.
7. Maintain the confidentiality of Company’s information and / or data in relation to the execution of duties and responsibilities of the Internal Audit Unit, unless required by statutory or regulatory or judicial decisions.
8. Understand the principles of Good Corporate Governance and Risk Management;
9. Willing to improve knowledge, expertise and professionalism ability continuously.
Article 7
Function
1.Being an independent appraiser who performs in assisting the President Director in securing the investment and assets of the organization effectively.
2.To analyze and evaluated the effectiveness of the system and procedure to all parts of Company’s activities unit.
3.To accompany the audit implementation by the external auditor in order to achieved the smoothness of the audit process.
Article 8
Duties and Responsibilities
1.To perform investigation/audit towards the running of the internal control system in the implementation of Good Corporate Governance concerning the presentation of the assessment which in accordance with the prevailing provisions/policy of Company Regulation.
2.To perform evaluation and validation towards the running system as well as the system that will be implemented which pertaining to control, management, monitoring the effectiveness and the efficiency of system, and the procedure for each Company’s unit.
3.To perform monitoring and evaluation over audit findings as well as to give corrective suggestions towards the implementation of Company’s activities and system/policies/ regulations in accordance with requirements, and the prevailing laws and regulations.
4.To report the performed audit results to the President Director dan Board of Commissioners with a copy to the Audit Committee .
5.Provide suggestions for improvements and objective information about the activities examined at all levels of management.
6.Cooperate with the Audit Committee.
7.Develop a program to evaluate the quality of internal audit activities conducted by the Internal Audit Unit.
8.To perform special duties in the scope of internal control assigned by the President Director.
Article 9
Authorities
1.To construct, amend and perform the Internal Audit Charter including to determination the procedure and the scope of audit work.
2.To get access toward any documents, data, notes, personal and physical, information and audit object which performed for the implementation of duties.
3.To perform verification and reliability test with respect to the acquired information, that relates to the effectiveness of the audit system appraisal.
4.To assess and analyze Company’s activities, however have no authority over the implementation and responsibility over the reviewed/audited activities.
5.To allocate Internal Auditor resources, determine the focus, scope of work and audit schedule, the application of technics which deemed necessary to achieved the audit objective, to clarify and discuss the audit result, request for responses either oral/written to the auditee, gives suggestion and recommendation.
6.To get suggestion from the professional sources in performing the auditing activities.
7.To deliver reports and conduct consultation with the President Director, to coordinated with other leaders and upon leader’s requisition, may give warning or admonition if any violations happened
8.To propose a internal audit staff for promotion, rotation, education, training, seminar and courses in relation to the fluidity of audit duties or to fulfill the staff/auditor competency in accordance with demands and career path as stipulated by the Company.
9.Conduct periodic and incidental meetings with the Board of Directors, Board of Commissioners, and / or Audit Committee.
SECTION IV
THE SCOPE
Article 10
The Scope of Internal Control
1.To ensure that the managed and reported information or data, fulfilled the criteria of accurate, reliable, timely, consistent and useful.
2.To ensure all elements of the Company complied with policies, procedure, and the prevailing laws and regulations.
3.To ensure that the security and usage of the organization assets are running properly.
4.To ensure that the usage of resources is running efficiently and effectively
5.To ensure the achievement of target is in accordance with the plan.
6.To perform audit, evaluation and consultation in relation to the capability, effectiveness, the compliances to the principles and the quality of the implementation of the operation management’s duties such as the risk management, procurement, purchasing and others.
7.To perform audit, evaluation and consultation in relation to the capability, effectiveness, compliance to the principles and the quality of the Company’s operation management duties as instructed by the President Director.
Article 11
The Scope of Corporate Governance
1. To Ensure that the Directors has established the values and objective of the Company and communicated to all of the Stakeholders.
2. To ensure that the Business Process in the Company fulfilled the accountability aspects.
3. To monitor the compliance towards the implementation of the Good Corporate Governance supporting policies (soft structure Good Corporate Governance) of the Company.
4. To monitor the compliance with respect to the prevailing laws and regulation as well as other regulations applied to the Company.
5. To review the Good Corporate Governance practices in the Company and deliver the report to President Director.
Article 12
The Scope of Risk Management
1. To ensure that the risks managed by the Company are already identified, analyzed, evaluated, dealt, monitored and communicated.
2. To consider the aspects of the limited number of the auditors towards/proportionate number of the auditee, which on this matter the audit objects are in the form of functions, activities, projects, assets, and others, thus the number of the auditors are lesser than the number of the audit object, therefore for the effectiveness of the audit performance, it shall be implemented based on the Risk Based Audit, which is an audit where the selection of auditee conducted with the stages of the risk behavior (risk assessment) of the Company.
SECTION V
AUDIT POLICIES
Article 13
General Policies
1. To construct annual audit plan with consideration to the time allocation and audit resources and the available budget for the next one year period.
2. To make a scale of priority in the implementation of annual audit.
Article 14
Special Policies
If the Board of Directors required an audit outside from the provisions of the general policies, thus it shall be determined based on the audit objects (auditee) by way of ad hoc (specific) audit as well as based on the auditee request and based on the President Director approval where the time schedule may outside the normal provisions (annual plan).
Article 15
The Polices based of Activity Group
1. Audit Operational Policies
a. Objectives:
• To ensure the running of the Company’s operational activities on order to the achievement of economical, efficient and effective operational activities.
• The purpose of the operational activities is all activities in its relation to the Business Process which includes the operational sector of the Company.
b. the Policies:
• Depends on the risk categories, Internal Auditor in periodic manner may conduct internal oversight/control to every Company’s operational activities.
• The purpose of the said internal oversees/control is preventively to prevent errors either human error or irregularities that often occurred in the Company’s operational activities, which in accordance to each of their duties and responsibilities.
• The control in the scope of audit operational is preventive in nature prior to the material and immaterial loss.
• Other than being part of the working program, the operational audit may be conducted upon written request by the Board of Directors.
• The finding results and recommendation given by the Internal Auditor shall be used as an input and consideration in the decision making in order to improve/gain the operational performance of the Company.
2. Audit Compliance Policies
a. Objective:
To ensure that the Company’s operational activities is in accordance with the implemented policies, Company Regulation, activities plan and Standard Operating Procedure (SOP) and not conflicted with the prevailing laws and regulations as well as in accordance with the standard/requirements applied by the organization.
b. Policies:
• To support the said objective, the Internal Auditor may conduct an internal control in a corrective and preventive manner, which is to improve any detected weaknesses as well as to conduct preventive action based on the analysis of the roots of the problems.
• The control towards this compliance conducted through examination process and evaluated using the representative sampling
3. Financial Audit Policies
a. Objective:
To provide assurance towards the reliable data that include a suffice completeness of data, accuracy, clarification and authorization, so that the resulting financial statement become punctual, precise and free from any material misstatements.
b. Policies:
To support the said objective the Internal Auditor shall coordinate with the External Auditor, where the External Auditor conducted a financial audit (general audit) over the irregularities of the Company’s financial statement during the current year.
4. Special Audit Policies
a. Objective:
To detect any errors/ deviations that have indicates towards fraud.
b. Policies:
• The Internal Auditor shall conduct audit investigation to support the said objective
• Skills as the auditor of fraud is a specific specialization as a Certified Fraud Examiner (CFE) thus if needed any profound evidences over the fraud cases, the internal audit may request assistance from the external auditor to conduct an independent investigation and appraisal.
SECTION VI
STANDARD OF AUDIT
Article 16
General Standard
1. The audit standard is requirement that must be fulfilled in performing their duties in order to maintain the quality of the Internal Audit’s performance and their audit results.
2. The audit standard not only emphasizes to the important of professional quality of the Internal Auditor but also on how the Internal Auditor make a consideration and decision during the audit and reporting.
3. The Standard of audit used in the implementation of tasks that referring to the various professional standard of Internal Audit among others, Standard of Internal Audit from the Institute of Internal Auditor, Code of Ethics from the Institute of Internal Auditor Inc. and others references.
4. Standard of audit includes:
a. Professionalism of Internal Auditor.
b. Scope of the audit.
c. Audit Planning.
d. Audit implementation.
e. The reporting of audit.
f. The follow up of the Audit result.
Article 17
Professionalism Standard of the Internal Auditor
1. Independency Standard
a. Being independent is able to perform the audit duties freely, either organizationally or personally towards the auditee and his/her organization.
b. Being honest to themselves as well as having confidence that his/her work results are reliable and trusted.
c. Not using any obtained information for personal interest/benefits or other matters that presumably prone to be abused either to themselves or other parties who are not entitled.
2. An expertise standard shall be conducted by the Internal Auditor either individually or collectively and have a suffice professional proficiency and accuracy in his/her line of work.
a. The responsibilities of the Internal Audit Unit in fulfilling the professionalism proficiency standard consist of:
• The assignment of Internal Auditor meets the requirements of task demands, both in education and technical capability in accordance with the coverage area and complexity of the audit tasks.
• Internal Audit Unit in performing its duties may utilize manpower from outside of the unit through forming an Internal Auditor team.
b. The responsibilities of the Internal Audit in relation to the professionalism proficiency standard consist of:
• The compliances towards the audit standard and the code of ethics of the internal audit.
• The mastery over the knowledge (theory) and proficiency (Practice) towards specific disciplines in implementing its audit tasks.
• To gain communication skills both oral and writing in order to be able to communicate effectively with the auditee and Board of Directors.
• To maintain the technical capability of the audit through learning.
c. To maintain and upgrade the professional capability and accuracy with due observance to:
• The Internal Audit’s working framework which should be implemented in order to achieve the audit‘s objective.
• The materiality and significance of the encountered issues.
• Operational standard that acceptable/complied by the implementer.
• The Audit cost compared to the obtained potential benefits.
d. To maintain the level of precisions and awareness towards the possibility of deviations, lavishness, ineffectiveness and weakness of the internal control, through a suffice examination and verification and accountable without performing it for the whole process or transactions.
Article 18
The Standard Scope of Work of the Audit
1. the scope of work of the internal audit includes the examination and appraisal in:
a. The financial sector and compliance towards the prevailing laws and regulations including the compliances over the Business Plan and the established Company’s Articles of Association.
b. The reliability and effectiveness of the Company’s internal control system and operational activities including the risk management.
c. The quality of the activities implementation performance, especially the analysis towards the benefits and the expenses used in such activities.
2. The Scope of work of the audit system has these following objectives:
a. The reliability audit of the internal control system aimed to ensure that the used system is capable in achieving the Company’s objective efficiently and economically.
b. The audit affectivity of the internal control system aimed to ensure that the system is capable to run properly, so that the material errors, irregularities as well as unlawful acts can be prevented and detected and improved early.
c. The audit towards the performance quality over the implementation of the internal control tasks aimed to ensure that the target and objective of the Company optimally achieved.
Article 19
The Standard of Audit Planning
1. To perform its audit duties and responsibilities, it is necessary to construct a plan of activities that consistent and compatible with the program and the established Company’s objective.
2. The construction of Company’s Annual Audit Business Plan shall give full attention to these following points:
a. Objective, type and coverage of the tasks, implementation schedule, reporting as well as audit location.
b. The provisions that set the measurement of the performance’s accomplishment and performance’s indicator which contained in each activity and audit program.
c. The availability of the budget, time, number and Auditor’s capability as well as other audit tools.
d. Information and background of the audit object.
e. The determination of procedure and audit technics that shall be used to ensure the achievement of the audit’s target.
f. Communicate the audit plan with the related parties.
Article 20
Audit Implementation Standard
1. In performing the audit, the Internal Auditor shall use the suffice procedure and technics in the framework of collecting, investigate, evaluate and analyze the information as well as documented his/her work result in such manner in the purpose of:
a. All information related with the objective and scope of the audit along with the obtained factual evidences has fulfilled the audit requirements.
b. Certainty that the implemented audit procedure and technics are in accordance with audit’s objective.
c. The stages of collecting the information up till the conclusion decision towards the findings shall be implemented in an objective manner.
d. the paper work and reporting format of the findings shall be communicative enough for the audit team.
2. The implementation of the audit must ensure the existence of:
a. The Reliability and validity of the financial and operational information of the Company.
b. The compliance towards policies, business and budgeting plan, procedure and the prevailing laws and regulations.
c. The security of the Company’s assets, including examine the location of the assets in accordance with the right procedure.
d. The efficiency of the Company’s resources usages, in this matter Internal Auditor shall examine whether:
• Operation standard has been formed, which enable to measure the achieved efficiency and savings.
• The used operational standard can be easily comprehended and implemented effectively.
e. The outcomes of the activities or operation are in accordance with the expected targets and objective. In this matter the Internal Auditor must examine whether:
• The said program or operational are implemented according to plan.
• The criteria used to measure the obtained result is suffice and in accordance with the objective.
• Information and data in relation to the obtained result could be compared with the constructed criteria and in accordance with the objective.
• Audit findings in integrated manner (Holistic) have been communicated to the relevant unit head.
Article 21
Standard of Audit Reporting
Internal Audit shall report their audit work result to the auditee and assignor, with due observance to:
1. The draft of audit result report shall be reviewed and discussed together with the leaders and staff of the auditee in order to avoid any misunderstanding.
2. The report of findings, among others shall be objective, clear, concise and constructive.
3. If there are contradictions between the auditee and the Internal Auditor then such event shall be included in the audit result report.
4. Head of the Internal Audit Unit shall review and approve the audit result report prior to the published and distribution of the said report.
5. The distribution of the report shall be conveyed to the President Director and the copies shall be delivered to the Board of Directors and Board of Commissioners.
Article 22
The Standard of Audit Report Follow up
The Internal Audit shall follow up the implemented audit result in order to acquire certainty that the findings/recommendation of the Internal Auditor has been carried by the work unit. If on the basis on certain consideration that the work unit leaders do not follow the internal audit suggestion/recommendation, thus the Head of Internal Audit Unit must reports such matter to the President Director.
SECTION VII
CODE OF ETHICS
Article 23
General
1. The audit result is very useful for the work unit’s leaders of the auditee and other work unit, in relation to build up of Company’s performance in general, thus the leaders of the work unit may request for audit services and use the audit results with full confidence as long as they know and acknowledge the level of professionalism. For that reasons it is required, enacted and abided the auditor’s standard of conduct in accordance with the provisions of the Code of Conduct.
2. Code of Conduct set the basic principle of behavior where in its implementation requires a careful consideration from each of the auditor. The violation towards the Code of Ethics may result on the imposing of sanction towards the auditors, in the form of warnings; dismissed from the audit duties and/or; dismissed from the Company.
Article 24
Standard of Conduct
1. Integrity
Internal Auditor integrity shall produce trust and provide the basic of assessment reliability. Therefore the Internal Auditor:
a. shall be honest, objective, thorough, serious as well as responsible with his/her tasks.
b. shall have integrity and high loyalty toward the profession, Audit Internal unit and the Company.
c. shall give full attention towards the laws and regulations and avoid any activities or unlawful acts that damage or presumably may damage the Internal Auditor profession or the Company.
d. shall respect and support the image of the Company both in legal and ethics.
2. Objectivity
The Internal Auditor shall carry out a professional objectivity as best as they can in collecting, evaluating and communicating the information regarding the activities and the audited process. Internal Auditor shall make an appraisal that has been balance over every relevant conditions and shall not be influenced by his own interests or other parties in making the assessment. Therefore the Internal Auditor:
a. Not involved in any activities or certain relationships that may create conflict of interest with the Company and presumed shall affect his/her objectivity.
b. To report every audit result by reviling the validity of facts and not conceal any matters that may harm the Company and/or may result in breaking the law.
3. Confidentiality
Internal Auditor shall honor the value and the proprietary of the obtained information and shall not disclose the information without authority unless there is a legal or professional obligation which requires them to conduct such act. Therefore the Internal Auditor:
a. Obliged to take cautious in using and maintaining of the information during the implementation of the tasks.
b. shall not exploit the obtained information for personal interest or benefits or other matter that may reasonably presumed in causing damages to the Company for whatever reasons.
4. Competency
Knowledge, skills and experiences are required by the Internal Auditor in performing their duties, therefore the Internal Auditor shall enhance sustainably his/her capability, affectivity and service quality in accordance with the professional standard of Internal Auditor, Company’s policies and the prevailing laws and regulations.
Article 25
Infringement Mechanism
The violations over the Code of Conduct shall be followed up by the following mechanism:
1. The violations are classified by the degree of severity of the violation, which are light, medium and heavy.
2. The sanction shall be given in accordance with his/her level of violation.
3. Head of the Internal Audit Unit reported to the President Director in relation to level of violations and sanction that will be given.
SECTION VIII
EVALUATION AND REFINEMENT
Article 26
Evaluation and Refinement
1. The Head of Audit Internal Unit requires to carry out an good quality program that may evaluate the performance and obtain a suffice confidence that the Internal Audit Unit’s performance is in accordance with the Internal Audit Charter and Company’s objective. Therefore the Head of Internal Audit Unit shall:
a. Perform a supervision and sustaining empowerment commencing from the planning stage, implementation, reporting evaluation, up till the monitoring continues.
b. To perform review periodically with the leaders and staff or other teams who are independent in assessing the level of audit effectiveness, auditor compliance towards the audit standard, code of ethics as well as other provisions and policies.
2. Head of the Internal Audit shall evaluate, review and improve this Internal Audit Charter periodically in accordance with the growth and demands of the Company.
Article 27
Establishment and Renewal of the Charter
This Internal Audit Charter including its amendments and renewal shall be enacted by the Board of Directors upon approval from the Board of Commissioners. If deemed necessary, the Board of Commissioners, based on the recommendation from the Audit Committee, shall revisit and re-measure the objective, function and the scope of this Charter.
Article 28
Closing Provisions
Herewith this Internal Audit Charter constructed and shall be implemented by every Internal Auditor with full sense of responsibility.
This Internal Audit Charter shall come into effect on the date on which it is enacted.
Enacted : Jakarta
Date: 1 April 2016
On behalf of the Board of Directors PT VISI MEDIA ASIA Tbk