BUANA FINANCE - Berita<

1. BACKGROUND
PT. Buana Finance, Tbk as one of the oldest Financing Companies in Indonesia, has been established since 1982, and has been registered with the Indonesian Stock Exchange since 1990. As it grows more mature, PT. Buana Finance, Tbk (the Company) applies Good Corporate Governance (GCG) in a consistent and highly committed manner as the basis for all of its operations, by applying the principles of Transparency, Accountability, Responsibility, Independence and Fairness.

In order to consistently encourage the management of the Company to be in line with the principles of Good Corporate Governance, the Board of Commissioners established an Audit Committee which works professionally and independently, and also collectively assists the Board of Commissioners in performing the Supervisory duty and function, giving advice, as well as monitoring and ensuring the application of functions related to Audit, and effective internal control, in which the Audit Committee is expected to become the spearhead of such functions.

Vision
To become a Committee having high competence, works professionally and independently in performing Supervisory duty and provides advice to the Board of Directors for achieving the Vision, Missions and Values adhered by the Company.

Mission
To assist the Board of Commissioners in performing the Supervisory function in order to encourage the Company to always apply the principles of Good Corporate Governance in its management

3. PURPOSE AND OBJECTIVES
The preparation of the Audit Committee Charter is intended to provide Guidelines for the Audit Committee in performing the functions, duties, authorities and responsibilities optimally, effectively, efficiently, transparently, competently, independently and accountably in accordance with the applicable regulations.

1. DEFINITION
Pursuant to Decision of the Chairperson of the Capital Market and Financial Institution Supervisory Agency number Kep-643/BL/2012 dated December 7, 2012 hereinafter referred to as:

a. Audit Committee: A committee which is established by and is responsible to the Board of Commissioners in assisting the performance of duties and functions of the Board of Commissioners.

b. Independent Commissioner: A member of the Board of Commissioners which originates from outside the Issuer and Public Company and meets the requirements as provided for in Section II point 5 concerning the requirements for Independent Commissioner.

The Audit Committee shall consists of not less than 3 (three) persons, comprising by not less than 1 (one) Independent Commissioner, and 2 (two) other members originating from independent parties. In this case, the Independent Commissioner shall act as the Chairperson of the Audit Committee.

4. ESTABLISHMENT AND APPOINTMENT OF MEMBERS
The Audit Committee shall be established by the Board of Commissioners including in terms of the appointment and removal of its members.

5. MEMBERSHIP REQUIREMENTS
a. Competency Requirements.
i. Having integrity, dedication, skill, education, independence, knowledge and experience for performing the duties, functions, authorities and responsibilities such as the superintendent of the Company and having a good communication skill.
ii. Having sufficient knowledge about the applicable Law and Regulation either in the field of Capital Market or the Company’s operations.

iii. Having the knowledge for reading, understanding and analyzing the Company’s Financial statements.
iv. Being able to understand the findings of audit or Supervision over internal control derived from monitoring and audit reporting
v. Being able to analyze the adequacy of the performance of Supervision and examination by the Internal Audit, audit work plan, including the adequacy of personnel of the Internal Audit in performing its duties.
vi. One of the members of the Audit Committee shall have the skill and understanding of the Company’s scope of business.

b. Independence Requirements
i. The Members of the Audit Committee who concurrently act as the members of the Board of Commissioners shall not have blood relationship up to the second level according to vertical or horizontal lines or relationship occurring due to marriage with Shareholders, other members of the Board of Commissioners or the Board of Directors.

ii. Not holding shares either directly or indirectly in the Company which may cause a conflict of interest
iii. Not having relationship, either directly or indirectly, in relation to the activities of planning, management or control of the Company’s operations which may cause a conflict of interest. Specific for an Independent Commissioner, he/she is not related to the Company’s operations within the last 6 (six) months
iv. Not a person from Public Accounting Firm, Law Firm, or other related parties who are partner of company in providing audit or non audit services, or other Consulting services. It includes in this condition, should has no business relationship, either direct or indirect relation with Company’s business activities
v. Do not have personal interests either directly or indirectly to important company information.

6. TERM OF SERVICE OF THE MEMBERS OF THE AUDIT COMMITTEE
a. The term of service of the Members of the Audit Committee shall not exceed 1 (one) period determined by the Board of Commissioners and the period of Board office
b. The Members of the Audit Committee whose term of service has expired may be reappointed only for the maximum term of service of 1 (one) following period.

The function of the Audit Committee is to assist the Board of Commissioners in performing the Supervisory function. In the work relationship, the Audit Committee shall have direct work relationship and be responsible to the Board of Commissioners as well as indirect work relationship with the Internal Audit Division of the Company.

The duties of the Audit Committee are to perform the Supervisory function and to provide input on some of the following matters:
a. Analyzing Financial Statements and other financial information issued by the Company.
b. Ensuring compliance, in all of the Company’s operations, with the applicable provisions either related to the provisions of Capital Market or other Government Regulations.
c. Reviewing various findings, either derived from audit by the relevant external parties, regulator, Public Accountant Firm or by internal parties through the Internal Audit Division.
d. Ensuring the adequacy of working facilities and infrastructures of the internal Audit Division, including among other things, work plans, activities, personnel adequacy, and organizational structure of the Internal Audit Division.
e. Ensuring that the performance of Internal Audit functions is not limited.
f. Giving inputs to the Board of Commissioners and the Board of Directors on the selection of Public Accountant Firm to be used.
g. Giving inputs on the adequacy of the Company’s Internal Control and Risk Management Functions, if required.

h. Giving independent advice in case of dissenting opinion between the Company’s Management and the Public Accountant Firm.

3. AUTHORITIES
a. The Audit Committee shall be authorized to access all records, data, documents, or information related to the Supervisory duties in the Company.
b. In performing its authorities, the Audit Committee may cooperate with a work partner in the Company such as the internal Audit Division, or engage an external party who is considered able to assist the Audit Committee. With respect to cooperation with a party outside the Company, the Audit Committee must obtain an approval of the Board of Commissioners.
c. The Audit Committee shall be authorized to review the independence and objectiveness in recommending an external auditor to be chosen by the Company for auditing the Company’s Financial Statements.

4. RESPONSIBILITIES
a. The Audit Committee shall be responsible and required to keep confidential the Company’s documents, data, information related to the functions it performed, including being responsible to not misuse them for its Personal interest.
b. The Audit Committee shall be fully responsible to the Board of Commissioners for the functions it performed.
c. The Audit Committee’s accountability to the Board of Commissioners shall be delivered in the following Reports:
i. Annual Report on the Performance of Duties of the Audit Committee
ii. Report on the performance of each special tasks from the Board of Commissioners
iii. Other reports required by the Board of Commissioners

The duties of the Audit Committee shall be to monitor and encourage the Company so that the Financial Statements are prepared and presented in accordance with the Financial Accounting Standards applicable in Indonesia either in the presentation of statements or data accuracy and correctness including the assumptions used which are in accordance with sound business practices.

2. INTERNAL CONTROL AND RISK MANAGEMENT
The Audit Committee may examine the adequacy of the Company’s Risk Control and Management procedures if required to ensure the performance of sound business practice and efficient as well as effective practice. In this case, the Audit Committee shall also perform monitoring through periodic meeting with the Internal Audit Division to discuss various findings and follow-up to the findings including the obstacles encountered.

3. COMPLIANCE WITH GOOD CORPORATE GOVERNANCE AND OTHER REGULATIONS
The Audit Committee shall monitor the performance of the Company’s Good Corporate Governance application including the principles of Transparency, Accountability, Responsibility, Independence and Fairness. In this case, the Audit Committee shall also ensure the Company’s operational compliance with all Relevant Rules/Regulations applicable in Indonesia.

4. HANDLING OF COMPLAINTS ABOUT ALLEGED VIOLATIONS
The Audit Committee shall follow up the complaints it received, by determining the work procedures and its handling priority. The results of handling of complaints about alleged violations may be coordinated with and reported to the Board of Commissioners in accordance with the determination of issue categories by the Audit Committee.

5. SPECIAL TASKS FROM THE BOARD OF COMMISSIONERS
The Audit Committee shall follow up the delegation of special tasks from the Board of Commissioners insofar as it does not contrary to the applicable laws and regulations. The performance of these special tasks may involve the Internal Audit Division or assistance from experts or consultants from outside the Company upon the approval of the Board of Commissioners. With respect to the results of the performance of special tasks, the Audit Committee shall deliver a report on the performance of special tasks to the Board of Commissioners.

SECTION V
CODE OF ETHICS AND MECHANISM OF A MEETING OF THE AUDIT COMMITTEE
1. CODE OF ETHICS
The Audit Committee of PT. Buana Finance, Tbk shall uphold the following code of ethics:
a.     Upholding            high        integrity,               professionalism                 and         professional standard of the Audit Committee.
b.     Performing          duties, authorities           and         responsibilities honestly, objectively and independently for the interests of the Company.
c.     Giving opinions with sufficient and   competent evidence for supporting the intended opinions
d.     Avoiding Personal interest in conducting all activities as the Audit Committee, including avoiding various activities contrary to the applicable law, ethics, norms.
e.     Keeping confidential the Company’s information, unless the intended act is justified by the applicable Laws and Regulations.
f.      Continuously developing its professional skill and abilities

2. MECHANISM OF A MEETING OF THE AUDIT COMMITTEE
a. The Audit Committee shall hold a periodic meeting by not less than once every 3 (three) months.
b. The meeting of the Audit Committee must be attended by not less than 2/3 of the total members of the Audit Committee.
c. The resolution made in the meeting of the Audit Committee shall be based on a deliberation to reach a consensus.

SECTION VI
ACTIVITY REPORTING
a. The Audit Committee shall be required to make a report to the Board of Commissioners for every given assignment.
b. The Audit Committee shall be required to make an annual report on the conduct of the Audit Committee’s activities outlined in the Company’s Annual Report.
c. The Company shall be required to report to the Capital Market and Financial Institution Supervisory Agency information on the appointment and removal of the Audit Committee by no later than 2 (two) business days after the appointment or removal.
d. Information on the appointment and removal must be posted on the Company’s website.

CLOSING PROVISIONS
1. This Audit Committee Charter shall come into effect as of the date of stipulation
2. This Audit Committee Charter shall be evaluated periodically for improvement and adjustment for the development of the applicable regulations.

Name/position	Signature
Antonius Weno/ President Commissioner/Independent Commissioner
Karman Tandanu/ Commissioner
Tjan Soen Eng/ Commissioner

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