The Charter of THe Audit Committee is determined by The Decision on The Board of Commissioner of PT WASKITA KARYA (Persero) Tbk Number: 02.1/SK/WK/DK/2016 rated April 20, 2016 on Changing The Charter of Audit Committee of PT Waskita Karya (Audit Committee Charter).
Based on article 1 item 4 of the Audit Committee Charter, The Audit Committee is a professional and independent working committee established by The Board of Commissioners, which is responsible for assisting and strengthening the function of The Board of COmmissioners in exercising supervisory function over the financial reporting, audit and implementation of the corporate governance at PT Waskita Karya (Persero) Tbk, (The Company) in accordance with the duites and responsibilities set out in the Audit Committee Charter.
PT Waskita Karya Audit Committee is independent in its duties as well as in its reporting. and directly reponsible to The Board of Commissioners.
The Audit Committee consists of 1 (one) independent Commissioner as Chairman and at least 2 (two) other members from outside of PT Waskita Karya. Members of The Audit Committee are appointed and dismissed by The Board of COmmissioners and reported to The General Meeting of Shareholders (RUPS) and The Financial Service Authority.
The Duty of The Audit Committee
The duties of The Audit Committee as started in Article 5 of The Charter of The Audit Committee are among others :
1. Create an annual activity plan of The Audit Committee approved by The Board of Commissioners.
2. Conduct assessment of activities and reasult conducted by The Internal Audirion Unit (SPI).
3. Assessing the role and execution of The External Auditor's duties in the following maner :
a. Conduct preparation of Terms of Reference (KAK), especially External Auditors from Public Accounting Form (KAP).
b. To process the appointment of Public Accounting Firm with a committee chaired by The Chairman of The Audit Committee.
c. Conducting evaluation on audit implementation by External Auditor (KAP) is mainly related to compliance in accordance with professional stardards.
d. Discussing the result of the audit with The External Auditor on audit findings and follow-up, if deemed necessary.
e. Assess The External Auditor's opinion on the quality and accounting principles applied in financial reporting.
f. Conducting discussion with management regarding Internal Control System covering the preparation of financial statements.
g. To communicate with The Internal Auditor to discuss findings and internal control issues in the process of preparing the financial statements as well as the review on the company's financial statements.
h. Communicating with The External Auditor to discuss findings and internal control and accounting issues that need attentiion.
4. Making recommendations on the company's internal control system and its implementation.
5. Providing input to The Commissioner on the preparation and completion of The Audit Committee Charter on a regular basis.
6. Providing input to The Commissioner as a review material with The Board of Directors and The External Auditor on :
a. Annual Financial Report and notes to the financial statements.
b. Audit Report from The External Auditor on annual financial statements.
c. Important findings and recommendations of The External Auditor.
7. Provide input to The Commissioners as a joint study of The Board of Directors and The Internal Auditor (SPI), especially on important changes in The RKAP, significant changes in th scope of the audit work, compliance with The Internal Auditor Charter, and the independence of The Internal Auditor.
8. Carry out other duties ralated to supervision of The Company's granted bu The Commissioner.
Authority of The Audit Committee
The authority of The Audit Committee is :
1. Access the documents, data and information of the issuer of Public Company regarding The Company's employees, funds, assets and resources requerired.
2. Communicate directly with The Board of Directors of The Company, employees and parties performing internal audit, risk management and accountant functions related to the duties and reponsibilities of The Audit Committee.
3. Involve independent parties outside the members of The Audit Committee to assist in the execution of ther duties (if requerired).
4. Cooperate with The Internal Audit Unit in exercising its authority.
1. The working relationship of The Audit Committee with the Internal Auditor shall be conducted within the framework as follows :
a. Evaluate the independence, objectivity and effectiveness of The Internal Auditor.
b. Monitoring the compliance of The Code of Professional Internal Audit Charter (Internal Audit Charter).
c. Carry out activities and coordination related to the implementation of internal control tasks, especially in relation to The Audit Committee as set forth in The Charter of The Audit Committee.
2. The working relationship df The Audit Committee with the External Auditor shall be conductied within the framework as follows :
a. Evaluate the system of appointment, reappointment and dismical of the External Auditor by taking into account aspects of independence, obejectivity and effectiveness .
b. Reviewing the objectives and scope of the audit .
c.Evaluate the audit conducted by The External Auditor.
d. Can consult periodically with The External Auditor to discuss The Internal Control System as well as the fulfillment and accuracy of The Financial Statement.
3. The working relationship of The Audit Committee with The Board of Directors shall be conducted in the following manner :
a. As an organ formed by The Board of Commissioners, the relationship between The Board of Directors and The Audit Committee is conducted through The Board of Commissioners.
b. The Board of Commissioners facilitates regular meetings between The Audit Committee and The Board of Direvtors.
c. The Board of Directors may request the consideration and advice of The Audit Committee regarding aspects related to the scope of The Audit Committee's financial, internal control and implementation of good corporate governance.
In accordance with article 7 of The Charter of The Audit Committee on Reporting, that:
1. The Audit Committee shall submit reports to The Board of Commissioners, in the form of :
a. Report on activities submitted periodically at least every 3 (three) months.
b. Special reports containing findings that are thoguht to interfere with The Company's activities. The special report shall be submitted to The Commissioner no later than 10(ten) working days from the date of the discovery and within 3 x 24 hours shall be submitted by The Board of Commissioners to The Minister of SOEs.
2. The Aydit Committee shall prepare an Annual Report to The Commissioners regarding the implementation of the activities of The Audit Committee and shall be published in The Annual Report of PT Waskita Karya, inter alia:
a. Violations committed by The Company againts applicable laws and regulations (if any).
b. Error/misrepresentation of Financial Statement presentation, Internal Control System and External Auditor Independence (if any).
Meeting of The Audit Committee
1. The Audit Committee shall meet at least once every 3 (three) months. The meeting is chaired by the most senior Audit Committee Member, if The Chairman of The Audit Committee is unable to attend.
2. Audit Committee Meetings shall at least be attend by more than half of the number of members. Decision-making should be made by deliberation for consensus.
3. Audit Committee Meetings may be attended by members of The Board of Commissioners.
4. The Audit Commitee holds a meeting with The External Auditor, as required.
5. The Audit Committee may request The Board of Directors or employees of The Company to attend meetings and provide necessary information. In the event that The Audit Committee request The Company's employees to attend the meeting and provide necessary information to be carried out in the knowledge of The Board of Directors.
6. The results of Audit Committee meetings shall be set forth in minutes of meetings reported to The Board of Commissioners.