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19 April 2013
Audit Committee Charter

SECTION I

INTRODUCTION

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.

 

2.  VISION AND MISSIONS

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.

 

SECTION II
ESTABLISHMENT AND MEMBERSHIP OF THE AUDIT COMMITTEE

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.


2.  STRUCTURE OF THE AUDIT COMMITTEE


3. MEMBERSHIP

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.

 

SECTION III

FUNCTIONS, DUTIES, AUTHORITIES AND RESPONSIBILITIES.

1.  FUNCTIONS

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.

 

2.  DUTIES

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

 

SECTION IV

OPERATIONAL AND WORK PROCEDURES

1. FINANCIAL STATEMENT

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.

 

Jakarta, 15 April 2013

PT. Buana Finance Tbk

BOARD OF COMMISSIONERS

 

Name/position

Signature

Antonius Weno/
President Commissioner/Independent Commissioner

 

Karman Tandanu/
Commissioner

 

Tjan Soen Eng/
Commissioner

 

 


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