PT TOBA PULP LESTARI TBK
AUDIT COMMITTEE CHARTER
1. The company’s audit committee guidelines are based on:
1.1 Decision of Chairman of Capital Market Financial Institutions Supervisory Agency (’BAPEPAM-LK’) No. IX.1.5 concerning Formation of and Guidelines for the Work Performance of Audit Committee. (Appendix Decision of Chairman of Capital Market Financial Institutions Supervisory Agency (Bapepam-LK) No. Kep-643/BL/2012 dated December 7, 2012.
1.2 Jakarta Stock Exchange Regulation No. I-A on listing of Shares and equity securities other than share issued by listed companies. (Appendix Directors Decision No. Kep-305/BEJ/07-2004 Jakarta Stock Exchange dated July 19, 2004)
II Duties, Responsibilities, and Authority
2. In carrying out its function, Audit Committee has duties and responsibilities as following:
2.1 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;
2.2 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;
2.3 To provide independent advice/resolution to any disagreements between management and independent accountant regarding the services rendered;
2.4 To provide recommendation to the Board of Commissioners regarding the appointment of independent accountant based on independency, scope of engagement, and fees;
2.5 To review of the implementation of audits by internal auditor and supervision of follow-up actions on the finding of internal auditor by the Boards of Directors;
2.6 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 Commissioner;
2.7 To review of any complaints regarding the accounting processes and financial statements of the Company
2.8 To review of and provision of recommendation to the Board of Commissioners regarding the Company’s potential conflict of interest; and
2.9 To safeguard of the confidentiality of Company’s documents, data, and information.
2.10 In performing its duties, the Audit Committee has the following authorities:
1. To access any Company’s records, data and information concerning its employees funds, assets, and other Company’s resources;
2. To communicate directly with employees, including Board of Director and those performing internal audit, risk management, and independent accountant functions related to the Audit Committee’s duties and responsibilities;
3. To obtain the involvement of independent parties outside of the Audit Committee to assist in the implementation of its duties (if needed); and
4. To perform other authorities given by the Board of Commissioners.
III The Composition, Structure and Requirements of Audit Committee Members
3.1 The Audit Committee shall consist of, at least 3 (three) members from Independent Commissioner and parties outside the company;
3.2 Audit Committee chaired by Independent Commissioner;
3.3 An Independent Commissioner is required to meet the following criteria:
1. 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;
2. Independent Commissioner shall have no shares of the Company, either directly or indirectly;
3. Independent Commissioner shall have no Affiliation relationship with the Company, members of the Board of Commissioners, member of the Board of Directors members, or any Majority Shareholders of the Company; and
4. Independent Commissioner shall have no business relationship, directly or indirectly, in relation to the business activities of the Company.
3.4 Criteria for Audit Committee Members, among others include:
1. Must possess high integrity, adequate capability, knowledge and experience in accordance with his scope of work, as well as the ability to communicate effectively;
2. 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;
3. Must adhere to the code of ethics of the Audit Committee as prescribed by the Company;
4. Shall be willing to increase his competence through continuing education and training;
5. Shall have at least one member whose educational background is Accountancy;
6. 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;
7. 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;
8. Shall have no direct or indirect shares ownership in the Company;
9. In the event where any of Audit Committee member 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;
10. Shall have no Affiliation relationship with member of the Board Commissioners, members of the Board Directors, or any Majority Shareholders of the Company; and
11. Shall have no direct or indirect business relationship in relation to the business activities of the Company.
IV Implementation and Work Procedure
The Audit Committee prepares and implements the Audit Committee Meeting Planner which represent 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 meeting including, among others, management, internal auditors, independent accountant, and other parties, and issues/topics to be discussed in the meeting. The said topics shall be include but not limited to financial statements and other matters concerning financial information of the Company, independent accountant, internal auditors, and others.
V Policy in Organizing Meetings
5.1 The Audit Committee must hold at least 1 meeting in 3 (three) months;
5.2 Audit Committee meetings can be held if attended by at least ½ (one half) of the total number of the Committee members;
5.3 Decisions made by the Committee shall be based on deliberation and consensus;
5.4 Each Audit Committee meeting shall be noted in the minutes of meetings, including any dissenting opinions, signed by all attending Audit Committee members.
VI Activities Reporting System
6.1 The Audit Committee shall submit a report to Board of Commissioners on each assignment given;
6.2 The Audit Committee must prepare Annual Audit Committee Report to the Board of Commissioners regarding its activities which shall be published in the Company’s annual report;
6.3 The Company shall inform the Financial Services Authority of the appointment and dismissal of Audit Committee no later than 2 (two) working days after the said appointment or dismissal;
6.4 Information on the said appointment and dismissal of Audit Committee must be put on the websites of stock exchange and/or the company;
6.5 BOC is entitled to amend the Audit Committee Charter if it is considered necessary and may add or reduce the content of the Charter including any others changes in an attempt to adjust the task and responsibilities of the Committee to align with the changes in the environment and conditions;
6.6 Amendment to the Audit Committee Charter is implemented by revoking the old charter and issuing the new charter duly signed by the Chairman of the Committee and approved by President Commissioner;
VII Terms of Service
Terms of Service of Audit Committee members shall not be longer than that the Board of Commissioners as stipulated in the Article of Association. Reappointment shall only be 1 (one) subsequent term.
The Audit Committee Charter is formed and duly signed in Jakarta by the President Commissioner and Chairman of the Committee on 01st October 2013 which confirms that this Charter is effective and shall be used as a guideline by the members of the Committee.
PT Toba Pulp Lestari Tbk
Ketua Komite Audit
Committee Audit Chairman)