Introduction
This Audit Committee Charter is prepared to establish the roles, responsibilities, and working procedures of the Audit Committee of PT. PEMINDO MITRA SINERGI in carrying out the mandate given by the Board of Commissioners, to enhance the implementation of Good Corporate Governance principles, which include accountability, responsibility, fairness, and transparency towards the Company’s stakeholders.
The Audit Committee is part of corporate governance tasked with assisting the Board of Commissioners in overseeing the financial reporting process, internal control, audit, and compliance with laws and regulations.
The formation of the Audit Committee is based on applicable laws and regulations as well as best practices that can be applied to IT procurement and service companies in Indonesia.
Objectives
The Audit Committee is established with the aim of ensuring the following:
- Adequacy and integrity of internal controls and management information systems.
- Execution of strong internal and external audit functions with professional standards in terms of objectivity and independence.
- Compliance with regulatory provisions and other regulations related to Good Corporate Governance principles.
- Implementation of a strong oversight function on Good Corporate Governance.
- Establishing a culture of Good Corporate Governance with discipline and awareness of internal control to minimize the possibility of errors and/or negligence.
- High-quality financial reporting and identifying matters requiring the attention of the Board of Commissioners.
Composition, Structure, Term of Office, and Membership of the Audit Committee
- Members of the Audit Committee are appointed and dismissed by the Board of Commissioners. The appointment and dismissal of Audit Committee members shall be reported to the Financial Services Authority (OJK) and announced on the Indonesia Stock Exchange (IDX) website and/or the Company’s website no later than two (2) working days after the appointment and/or dismissal of the Audit Committee members.
- The Audit Committee consists of at least three (3) members, including an independent commissioner and external parties (hereinafter referred to as “Independent Parties”).
- The Audit Committee is led by an independent commissioner (“Chairman of the Audit Committee”), who may only serve as chairman for one (1) other committee responsible to the Board of Commissioners within the Company.
- Members from Independent Parties must be recommended by the Board of Commissioners.
- The term of office of Audit Committee members shall not exceed the term of the Board of Commissioners as stipulated in the Company’s Articles of Association and may be reappointed for one (1) additional period. The term of office of Audit Committee members is three (3) years from the date of the Board of Commissioners’ decision on the appointment of the Audit Committee, unless dismissed earlier by the Board of Commissioners.
- Audit Committee members must have high integrity, competence, knowledge, and experience relevant to their educational background and must be able to communicate effectively.
- At least one member of the Audit Committee must have an accounting or financial background to understand and analyze the Company’s financial statements.
- Members must have adequate knowledge of regulations related to IT procurement and services, as well as capital market regulations.
- Members shall not be individuals affiliated with public accounting firms, law firms, or other parties providing audit, non-audit, and/or consulting services to the Company within the past six (6) months before their appointment, except for the Independent Commissioner.
- Members shall not own Company shares, directly or indirectly. If a member acquires shares due to a legal event, they must transfer those shares to another party within six (6) months.
- Members shall not have family relationships up to the second degree, both vertically and horizontally, with members of the Board of Commissioners, Directors, or major shareholders.
- Members shall not have direct or indirect business relationships related to the Company’s business.
- Directors are prohibited from serving as Audit Committee members.
Work Procedures and Processes of the Audit Committee
The Audit Committee follows the following work procedures and processes:
- Conduct meetings with the Board of Directors and/or accountants to discuss the Company’s financials.
- Hold meetings with department heads and conduct site visits to Company facilities or operational units.
- Meet with the Board of Commissioners to present any findings and information obtained by the Audit Committee.
- Conduct meetings with the internal auditor to discuss internal audit results.
Duties and Responsibilities
The Audit Committee is responsible for providing independent professional opinions to the Board of Commissioners based on reports submitted by the Board of Directors, as well as carrying out other tasks related to the Board of Commissioners’ responsibilities, including:
- Reviewing financial information issued by the Company to the public and/or regulatory authorities, including financial statements, projections, and other financial information.
- Ensuring compliance with laws and regulations related to the Company’s business activities.
- Identifying and evaluating financial risks arising from procurement and service operations.
- Providing independent opinions in cases of disputes between management and accountants regarding provided services.
- Overseeing financial reporting by examining financial statements to ensure accuracy, reliability, and compliance with accounting standards.
- Reviewing risk management activities conducted by the Board of Directors if no dedicated risk oversight function exists under the Board of Commissioners.
- Reviewing complaints related to the Company’s accounting and financial reporting processes, including potential mismanagement of Board of Directors’ decisions.
- Reviewing and providing recommendations to the Board of Commissioners regarding potential conflicts of interest.
- Maintaining confidentiality of Company documents, data, and information.
- Conducting audits either directly or by engaging third parties, with reports submitted to the Board of Commissioners within two (2) working days of completion.
Authority of the Audit Committee
The Audit Committee has the authority to:
- Access Company records and information related to its duties.
- Communicate directly with employees, including the Board of Directors, as well as internal auditors, risk managers, and accountants.
- Engage independent external parties as needed to assist in carrying out its duties.
Meetings and Reporting
- The Audit Committee holds meetings at least once every three (3) months.
- Meetings are chaired by the Chairman of the Audit Committee, or in their absence, by an independent member selected by the attending members.
- Meetings may be held physically or virtually through teleconferencing or other electronic media.
- A physical meeting is held at least twice a year.
- Meetings require a quorum of at least 51% of members, including an independent commissioner.
- Meeting results are recorded, documented, and signed by attending members.
Handling Complaints Related to Financial Reporting Violations
The Audit Committee is responsible for reviewing complaints related to the Company’s accounting and financial reporting processes. If any irregularities are found, the Committee may discuss the matter with the Board of Directors and report the findings to the Board of Commissioners.
Indonesian and English Versions
This Audit Committee Charter is prepared in both Indonesian and English. If any discrepancies arise, the Indonesian version shall prevail.
Miscellaneous
This Audit Committee Charter is established and becomes effective on December 9, 2024, and must be published on the Company’s website.