The Board of Commissioners as one of the main organ of the corporation which by Law of Limited Liability Company were given duties and authorities to undertake the oversight towards the management of the corporation as well as giving advice to the Board of Directors pertaining to business plan, budgeting and work plan, the implementation of the provisions of Articles of Association, Resolution of General Meeting of Shareholders as well as the prevailing laws and regulations.
Given the fairly arduous duties and responsibilities carried by the Boards of Commissioners, thus the Board of Commissioners requires an assisting organ so that the oversight function as their main responsibility may be implemented with a good, effective and efficient manner. In line with the said matter and to fulfill the prevailing provisions and the prevailing laws and regulations, hence the Board of Commissioners formed an Audit Committee.
In order for the Audit Committee able to perform effectively and efficiently pursuant to the duties and responsibilities given by the Board of Commissioners, hence this Audit Committee Charter is enacted. This Audit Committee Charter is expected to be used as a reference for the Board of Commissioners, Board of Directors, Internal Audit Unit and External Auditor in communicating with the Audit Committee.
Article 1
DEFINITION
1. External Auditor means an independent legal entity in the Public Accountant Office appointed by the Company from time to time to perform audit towards the financial aspects of the Company.
2. Good Corporate Governance (GCG) means a process and mechanism used by the Company in the framework of gaining the successful business and the accountability of the organization in order for the embodiment and the build-up of corporate value with due observant to the stakeholders’ interests pursuant to the prevailing laws and regulations, morale and ethics.
3. Independent Commissioner means members of the Boards of Commissioners of the Company who:
a. originated from outside of the Company;
b. has no share, directly or indirectly in the Company;
c. has no affiliation with the Company, the Board of Commissioners, the Board of Directors, or the Major Shareholder of the Company; and
d. Has no business relationship, directly or indirectly that relates to the Company’s business activities.
4. Audit Committee means a committee formed by the Board of Commissioners in order to assist the implementation of duties and oversight function as given by the Articles of Association;
5. Company means PT Visi Media Asia Tbk., domiciled in Jakarta
6. Audit Committee Charter means the working guidelines for the Audit Committee that contains the purpose, vision, mission, structure, function, duties and responsibilities and other matters stipulated in the Bapepam LK regulation;
7. Internal Audit Unit means a working unit formed by the Board of Directors upon the approval of the Board of Commissioners, whose functioned to conduct internal audit pursuant to the Internal Audit Charter
Article 2
LEGAL BASIS FOR THE ESTABLISHMENT OF AUDIT COMMITTEE
Legal Basis for the formation of the Audit Committee are:
1. Law No.40 year of 2007 regarding the Limited Liability Company;
2. Bapepam-LK Regulation No.IX.I.5 regarding the Establishment and Implementation Guidance of the Audit Committee;
3. The Decision of Board of Directors of PT. Bursa Efek Jakarta No.Kep-305/BEJ/07-2004 dated July 19, 2004 Regulations No. I-A regarding the Registration of Shares and Equity Securities other than shares issued by the Listed Company;
4. Articles of Association of the Company.
Article 3
PURPOSES AND OBJECTIVES
As the corridor for the Board of Commissioners to put effective the oversight function as instructed by the Articles of the Association, especially in order to ensure the integrity of the financial statement, the compliance of the Company towards the prevailing laws and regulations (regulatory compliance), qualification and External Auditor Independency as well as the performance and function of the External Auditor and Internal Auditor Unit.
Article 4
STRUCTURE AND MEMBERSHIP OF AUDIT COMMITTEE
1. Structure of the Audit Committee
a. Audit Committee member(s) is/are appointed and dismissed by the Board of Commissioners and shall be reported to the General Meeting of Shareholders;
b. Audit Committee’s member who is an Independent Commissioner shall be acting as the Head of the Audit Committee. In the event of more than one Independent Commissioner as the member of the Audit Committee, hence one of them shall be acted as the Head of Audit Committee.
2. Audit Committee Membership Requirements
a. Has high integrity, ability, knowledge and sufficient experiences in accordance with his/her educational background, and have good communication skills;
b. One of the members of the Audit Committee have an educational background in accounting or finance;
c. Has sufficient knowledge to analyze and comprehend the financial statement;
d. Has sufficient knowledge regarding the prevailing laws and regulations in capital market and other related regulations;
e. Not a person who work for a Public Accounting Firm, Law Firm, or other Parties who provides auditing services, or non-auditing services and other consulting services to the Company within the last six (6) months before being appointed by the Board of Commissioners;
f. Not a person who has an authority and responsibility to plan, lead, or control the activities of the Issuer or the Public Company within the last 6 (six) months before being appointed by the Board of Commissioners;
g. Has no share, directly or indirectly in the Company. In the event that any members of the Audit Committee acquired shares as a result from any legal events, thus he/she must transfer the share(s) within period of 6 (six) months at the latest, after obtaining such share(s);
h. Not having:
1) A family relationships by marriage and descent to the second degree, either horizontally and vertically with the member of the Boards of Commissioners, the Board of Directors, or the Major Shareholder of the Company; and/or
2) Business relationship, directly and indirectly related to the business activities of the Company.
Article 5
DUTIES, AUTHORITIES AND RESPONSIBLITIES OF THE AUDIT COMMITTEE
1. Duties and Responsibilities of the Audit Committee
Audit Committee has duties to give opinions to the Board of Commissioners towards the reports and other certain matters presented by the Board of Directors to the Board of Commissioners, to identify certain matters that require attention from the Board of Commissioners and to carry out other duties that relate to the scope of work of the Board of Commissioners, among others:
a. to study the financial information to be issued by the Company, such as financial statement, projection, and other financial information;
b. to study the Company’s compliance to the prevailing laws and regulations in Capital Market and other laws and regulations relating to the activities of the Company;
c. to study the implementation of audit conducted by the Internal Auditor Unit;
d. to study to the Board of Commissioners various risks faced by the Company and the implementation of risk management by the Board of Directors;
e. to study and report to the Board of Commissioners over any complaints relating to the Company
f. To maintain the confidentiality of the documents, data and information of the Company.
2. The authority of Audit Committee
Complies with the provision of Article 4, Audit Committee has authorities to:
a. Access documents and information regarding the employees, funds, assets as well any other Company’s resources that related to the activities of the Company.
b. In performing its duties, the Audit Committee shall be in cooperation with the parties who perform the function of Audit Internal Unit.
Article 6
AUDIT COMMITTEE METTINGS
1. Audit Committee shall convene meetings at least equal to the minimum requirements for the meeting of the Board of Commissioners as set forth in the Articles of Association.
2. Each Meeting of the Audit Committee shall be recorded in the minutes of meeting, signed by all members of the Audit Committee who are present at the meeting.
Article 7
THE RELATIONSHIPS BETWEEN DUTIES OF AUDIT COMMITTEE AND VARIOUS PARTIES
1. The relationship between the Audit Committee’s Duties and the Board of Commissioners
The Audit Committee established by the Board of Commissioners where its members appointed by the Board of Commissioners, while its chairman originated from one of the Commissioners. In that matter, the Audit Committee have a direct relation to the Board of Commissioners, either in performing its function as well as concerning its rights/authorities and responsibilities. On that business relationship, the Audit Committee is required to deliver quality performances and reliable in the framework of supporting the fluency of the oversight duties and function of the Board of Commissioners.
2. The Relationships between Audit Committee’s Duties and The Board of Directors.
The Audit Committee and the Board of Directors have an indirect relationship, due to the establishment of the Audit Committee by the Board of Commissioners. However, the Board of Directors shall give full support to every duties assigned by the Board of Commissioners to the Audit Committee in order to run smoothly and effectively.
3. The Relationship between the Audit Committee and the Internal Audit Unit and the External Auditor
In performing its duties, the Audit Committee is supported by the Audit Internal Unit through the presentation of audit result and other reports. Other than that, the Audit Committee may request assistance from the Audit Internal Unit to conduct the audit if deemed necessary through the Board of Commissioners with an approval from the Head of Internal Audit Unit and the Board of Directors. Respectively, the Internal Audit Unit shall have full support from the Audit Committee to increase its effectiveness, quality and independency through the assessment of Audit Committee towards the Audit Internal Charter.
The relationship between the Audit Committee and the External Auditor Unit is formed through meetings and discussions during the audit, hence the published reports shall have quality and more punctual that may encourage the realization of the Company’s oversight culture.
4. The relationship between Audit Committee’s Duties and Corporate Working Unit
For the fluency of its duties, the Audit Committee may request data, documents or reports directly to the Company’s Working Unit without any warrants from the Board of Commissioners and without acquired any permits from the Directors, with conditions:
a. The requested data, documents or reports are consistent with his/her line of duties;
b. The requisition is made in writing to the Audit Committee;
c. The Audit Committee’s requisition shall not be to investigate/audit in nature; and
d. The Audit Committee only requires explanation over the obtained data, documents and reports if considered not informative and only be allowed in the form of statement letter.
Pasal 8
REPORTING
1. The Audit Committee made the report to the Board of Commissioners over every assignments given; and
2. The Audit Committee made an annual report of the implementation of the Audit Committee activities to the Board of Commissioners.
Article 9
TERM OF SERVICE
Term of service for the member of Audit Committee shall not be longer than the term of service of the Board of Commissioners as stipulated in the Articles of Association and may be reelected only for 1 (one) following period.
Article 10
THE ESTABLISHEMENT AND THE RENEWAL OF THE CHARTER
This Audit Committee Charter including its amendment and renewal, enacted by the Board of Commissioners. If deemed necessary, the Board of Commissioners based on the recommendation of the Audit Committee may re-visit and re-measured the objectives, function and the scope of this Audit Committee Charter.
Article 11
CLOSING PROVISION
Herewith this Audit Committee Charter constructed and shall be implemented by every member of the Audit Committee with a full sense of responsibility.
This Audit Committee Charter shall come into effect on the date on which it is enacted.
| ENACTED | : | JAKARTA |
| DATE | : | 25 November 2011 |
| BASED UPON | : | the Decision Letter of Board of Commissioners of PT. Visi Media Asia Tbk No.SK.001/DEKOM/XI/11 |