Audit Committee

The Company’s Audit Committee independently performs supervision and monitoring functions on the Company’s management and provides input, recommendations and professional opinions on matters to Board of Commissioners. Is directly responsible to Board of Commissioners, the Company’s Audit Committee consists of three persons, led by a chairman.

Based on Decision of the Company’s Board of Commissioners No. 001/BCAP/LGL/III/17 dated March 15, 2017, the Company reappointed Wina Armada Sukardi as Chairman of of the Company’s Audit Committee, Jenny Tajuw and Rosaline Sri Asri S. as Members of the Company’s Audit Committee. Hence the composition of the Company’s Audit Committee is as follows:

Chairman         : Wina Armada Sukardi

Members          : 1. Jenny Tajuw

                          2. Rosaline Sri Asri S.

Profile

Wina Armada Sukardi (Chairman)

Indonesian citizen, obtained a Bachelor’s degree from the Faculty of Law, University of Indonesia in 1985. He completed an MBA/MM Degree in Business Administration Management in 1992, at the College of Indonesia Newport Management. In 2012, he earned a Master’s degree in Law from the Graduate School of Law at National University. He is currently appointed also as the Company’s Independent Commissioner.  He served as President Director at: PT Majulah Kita Semua, PT Arilam Sakti Mulia, PT Pers Demokrasi Indonesia, PT Prada Brana, as well as Director at PT Pers Indonesia Merdeka, PT Mitra Matra Media, and PT Warudo International. He has also worked as a lecturer at several institutions, such as Faculty of Communication at Tarumanegara University, Press Education Institute Dr. Soetomo, and the School of Indonesian Journalism. In the field of journalism, he has worked as General Chief/Chief Editor of Harian Merdeka, Senior Editor of Harian Neraca, Chief Editor of Majalah Matra. He was also one of the founders of Jakarta’s Lawyers Club, which was recently renamed as Indonesia Lawyers Club.

Jenny Tajuw (Member)

Indonesian citizen, obtained a Bachelor’s degree from the Faculty of Law, University of Indonesia in 1985. She served as the Director of  PT Prima Permata Nusantara (2015 - present), Compliance Audit General Manager of PT MNC Sky Vision Tbk (2009 - 2015), Senior Sales Manager of PT MNC Sky Vision Tbk (2005 - 2009), Internal Control Manager of PT MNC Sky Vision Tbk (2002 - 2005), and Operational Manager of PT MNC Sky Vision Tbk (1998 - 2002).

 

Rosaline Sri Asri S. (Member)

Indonesian citizen, obtained a Bachelor of Economic degree from Jenderal Soedirman University, Purwokerto in 1989. She served as the Director of PT Prima Permata Nusantara (September 2016 - present), Head of Finance of PT Global Mediacom Tbk (January 2013 - August 2016), Head of Finance of PT Media Nusantara Citra Tbk (February 2009 - December 2012), Head of Finance PT MNC Investama Tbk (July 1997 - January 2009), Head of Operational PT Bank Haga (April 1989 - June 1997).

 

THE COMPANY'S AUDIT COMMITTEE CHARTER

I. INTRODUCTION

PT MNC KAPITAL Indonesia Tbk (“the Company”), that was founded in June 15th, 1999, is one of MNC Group’s strategic investments that covers almost all kind of financial service businesses, from consumer finance to insurance.

The Company and its subsidiaries continue to improve and grow the business and the quality of services in order to fulfill public demand on high quality and reliable financial services.

As an effort to achieve this goal, the Company is committed to implement good corporate governance and refers to the prudent principle such as the Company’s compliance with the prevailing regulatory requirements in general.

For that reason, the Company formed the Audit Committee and established the Audit Committee Charter based on the regulation issued by the Financial Services Authority (FSA / OJK).

Audit Committee Charter was prepared and determined by the Board of Commissioners (BOC) based on the proposal of the Audit Committee as a guide in order to carry out the duties and responsibilities independently, objectively, effectively, transparently and accountable and acceptable to all parties concerned.

II. OBJECTIVE OF AUDIT COMMITTEE FORMATION

The Audit Committee is a committee established by and responsible to the Board of Commissioners in order to support the Board in carrying out their duties and function in supervising the Company.

III. DUTIES AND RESPONSIBILITIES OF AUDIT COMMITTEE

In carrying out its function, the Audit Committee shall perform the following duties and responsibilities:

a. Financial Statements or Information

Review Company’s financial information that will be released to the public and/or authorities, such as financial statements, financial projections, and other reports related to Company’s financial information.

b. Internal Audit

Review the audit implementation of the internal auditors and oversee the management’s/ Director’s follow-ups toward the Internal Audit findings.

c. External Audit

- Provide recommendations to BOC on the appointment of external auditor based on its independence, scope of work, and fee.

- Provide independent opinion in the event there are disputes between management and external auditor related with its services.

d. Risk Management and Internal Control

Oversee the risk management and internal control activities implemented by the management/ Directors.

e. Laws and Regulations

Review Company’s compliance with the laws and regulations related to the Company’s activities.

f. Complaints

Oversee complaints received by the Company regarding Company’s accounting process and financial statements.

g. Conflict of Interest

Oversee and advise BOC on any potential conflict of interests relating to the Company.

h. Confidentiality

Maintain the confidentiality of all documents, data and information of the Company.

IV. AUTHORITY

In carrying out its functions, the authorities of the Audit Committee are as follows:

a. to access any company’s records, data, and information in regard to employees’ information, funds, assets and other Company’s resources related to its duties.

b. directly communicate with employees, including Board of Directors (BOD) and parties that carry out the function of internal audit, risk management, and external auditors related to duties and responsibilities of the Audit Committee.

c. to engage an independent party outside the members of Audit Committee required to support their duties (if necessary).

d. other authorities given by the BOC.

V. COMPOSITION, STRUCTURE AND REQUIREMENTS OF AUDIT COMMITTEE

5.1. Composition and Structure of Audit Committee

a. The Audit Committee shall at least consist of 3 (three) members, comprise of Independent Commissioner and other members from outside the Company.

b. The chairman of the Audit Committee is an independent Commissioner.

c. Independent commissioner shall fulfill the following requirements:

-  is not a person who performs or has roles and responsibilities to plan, lead, control, or oversee the Company’s activities within the last 6 (six) months, unless being re-appointed as the Independent Commissioner of the Company for the next period.

-  does not directly or indirectly possess the Company’s share.

- does not have affiliation relationship with the Company, BOC, BOD, or main shareholders of the Company.

- does not have direct or indirect business relationship related with the Company’s business.

5.2.  Requirements for Audit Committee’s Member

a. Possess high integrity, capability, knowledge, and experience in accordance with the scope of work, as well as the ability to communicate effectively.

b. Must understand the financial statements, Company’s business, especially related with the Company’s services or business activities, audit processes, risk management, and prevailing laws and regulations in capital market and other related laws and regulations.

c. Must comply to the Company’s code of ethics for the Audit committee.

d. Possess the will to continuously improve his/her competence through education and training.

e. Must at least possess 1 (one) member with educational background and expertise in accounting and financial.

f. Are not insiders of Public Accountant Office, Law Firm, Public Appraisal Firm or other parties that provide assurance, non assurance service, appraisal service, and/or other consultancy services to Company within the last 6 (six) months.

g. Are not individuals who have the authority and responsibility to plan, lead, control or look after the activities of the Company within the last 6 (six) months, excluding the Independent Commissioner.

h. Do not have any direct or indirect share of the Company

i. In case where Audit Committee members have directly or indirectly received Company’s share as a result of a legal event, they must transfer the shares to other person no later than 6 (six) months after obtaining the share

j. Do not have affiliation relationship with the members of BOC and BOD, or Company’s main shareholders.

k. Do not have any direct or indirect business relationship related with the Company’s operations.

VI. MEETING ARRANGEMENTS

6.1. Audit Committee shall hold regular meetings at least once in 3 (three) months.

6.2.  Meetings of the Audit Committee can only be implemented when attended by more than ½ (one-half) the number of members.

6.3. Decisions  taken on the Audit Committee meeting shall be based on deliberation and consensus.

6.4. Meeting results will be recorded in minutes of meeting and will be signed by all present members of the Audit Committee and submitted to the Board of Commissioners.

6.5. The Audit Committee may attend meetings of the Board of Commissioners or a joint meeting of the Board of Directors and Board of Commissioners if invited.

VII. REPORTING SYSTEM

7.1.  Audit Committee must submit reports to the BOC for each given assignment.

7.2.  Audit Committee must submit annual report regarding implementation of Audit Committee Activities released in the Company’s annual report.

7.3. The information  related to  the appointment and dismissal of the Company’s Audit Committee must be submitted to the Indonesian Financial Services Authority/OJK no longer than 2 (two) working days after the appointment or dismissal.

7.4. Information   regarding   the appointment and dismissal stated in point c must be disclosed in the IDX website and/or Company’s website.

VIII. COMPLAINTS PROCEDURE

The Audit Committee shall establish procedures of:

a. The receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters.

b. The confidential anonymous submission by the employees of the Company and other parties of concerns regarding questionable accounting or auditing matters.

IX. TERMS OF SERVICE

9.1.  Term of service of  Audit  Committee chairman is the same as his tenure as an Independent Commissioner.

9.2. The tenure of the Audit Committee should not be longer than the term of service of the Board of Commissioners as provided in the articles of association of the Company and can only be re-elected for one (1) next period, without prejudice to the right of the Board of Commissioners to dismiss at any time (if deemed necessary).

9.3.  To maintain continuity of performance of duties of the Audit Committee, the dismissal and replacement of members of the Audit Committee shall be carried out gradually (not simultaneously).

X. RELATIONSHIP WITH RELATED PARTIES

In carrying out its duties and responsibilities, the Audit Committee communicates with the External Auditor, Internal Auditor and the Company's management.

XI. OTHERS

Audit Committee Charter will be reviewed regularly to comply with the current regulations as well as any assignment changes from the Board of Commissioners.