Last updated Thursday, 17 June 2021
1. Introduction
In order to maintain and secure the business activities of PT. Mandiri Tunas Finance, as well as providing a foundation and guidelines for the Audit Committee, which is a committee that assists the Board of Commissioners in carrying out its oversight function, especially in improving the quality of financial reports, the effectiveness of internal control over company management, and compliance with applicable laws and regulations. is in effect, then the PT Mandiri Tunas Finance Audit Committee Charter / Audit Committee Charter is hereby established. The Audit Committee Charter was prepared based on the Decree of the Board of Commissioners of PT Mandiri Tunas Finance No.001/KEP.DEKOM.MTF/VII/2020 concerning the Audit Committee Charter of PT Mandiri Tunas Finance.
2. General Purpose
The Audit Committee was formed by the Board of Commissioners of PT Mandiri Tunas Finance with the aim of helping carry out the company's supervisory role, especially in terms of:
3. Regulatory Basis
Establishment of an Audit Committee guided by and based on applicable regulations laws and /span>best practices that can be applied in financial institutions in Indonesia . 4. Duties, Responsibilities and Authority The Audit Committee acts independently in carrying out its duties and responsibilities. 4.1. Duties and Responsibilities 4.1.1. The audit committee is tasked with providing opinions to the Board of Commissioners regarding reports or matters submitted by the Board of Directors to the Board of Commissioners, identifying matters that require the attention of the commissioners, and implementing other duties related to the duties of the Board of Commissioners include: 1) Review the financial information that will be released by the company to the public and /span>/or authorities, such as reports < /span>financial, projections and other reports related to financial information the company. 2) Reviewing audits by internal auditors and supervise the implementation of follow-up actions by the Board of Directors regarding the internal auditor's findings. 3) Review the company's compliance with laws and regulations related to the company's activities . 4) Provide an independent opinion in the event of a difference of opinion between management and the Accountant regarding services which he gave. 5) Provide recommendations to the Board of Commissioners regarding the appointment of an Accountant based on independence, scope scope of assignment, and fee. 6) Provide recommendations regarding improvements to the company's internal control system, as well as its implementation. 7) Review the risk management activities carried out by the Board of Directors, if the company does not has a risk monitoring function under the Board of Commissioners. 8) Review complaints relating to the accounting process and the company's financial reporting. ; 9) Review and provide advice to the Board of Commissioners regarding potential conflicts of interest the company, and; 10) Maintain the confidentiality of company documents, data and information. 4.1.2. In addition, the audit committee has duties and responsibilities which include: 1) Financial Reports. a) Study in depth the Company's Work Plan and Budget as well as PT Mandiri's Long Term Plan Tunas Finance. b) Study in depth the Interim and annual financial reports, both audited and unaudited. c) Mlearn in depth the changes in numbers/significant value in Balance Sheet and Loss items/ d) Study in depth the Other Assets and Other Liabilities items. e) Study in depth the work plan and budget realization reports and examine items that have significant differences. f) Conduct regular meetings with related work units and external auditors who examine PT Mandiri Tunas Finance to request additional information and clarification in the areas of accounting and finance. < /span> g) Report regularly on the results of monitoring and provide input on matters that need the attention of the Board of Commissioners. 2) Internal Control. a) Study and ensure that the Company has an Internal control system (internal control system) standard in accordance with applicable practices. b) Study in depth the inspection report of the Internal Audit and External Audit Work Unit which examined PT Mandiri Tunas Finance to ensure that internal controls have been implemented correctly. < /span> c) Conduct regular meetings with work units related to the internal control system and its implementation. d) Monitor and evaluate the implementation of the Board of Directors' follow-up on the findings of internal audits, public accounting and the results of supervision by the Financial Services Authority.
e) Report regularly on the results of monitoring and provide input on matters that need the attention of the Board of Commissioners. 3) Compliance. Monitoring and evaluating the company's compliance with laws and regulations in the field of financing and regulations of the Financial Services Authority, as well as other regulations related to financing businesses: a) Study audit results reports related to compliance with internal and external regulations issued by the Internal and External Audit Work Unit. b) Monitor and evaluate the conformity of audit implementation by the Public Accounting Firm with applicable audit standards. c) Monitor and evaluate the conformity of financial reports with applicable accounting standards. d) Report regularly on the results of monitoring and provide input on matters that need the attention of the Board of Commissioners. 4) Internal Audit. Conduct monitoring and evaluation of the implementation of the Work Unit's duties Internal Audit. a) Evaluate the annual work plan of the Internal Audit Work Unit. b) Study in depth all significant findings from the results of the internal audit examination. c) Evaluate the audit program and scope in the context of implementing the Internal Audit Work Unit's annual work plan. d) Evaluate the implementation of the audit by the Internal Audit Work Unit to ensure that the audit program is running with the correct scope. e) Conduct regular meetings with the Internal Audit Work Unit to discuss significant Audit findings and provide input deemed necessary in carrying out audits by the Internal Audit Work Unit. ; f) Request assistance from the Internal Audit Work Unit to carry out an inspection/investispecial coverage if there are audit findings and/or information relating to violations of applicable laws and regulations. g) Report regularly on the results of monitoring and provide input on matters that need the attention of the Board of Commissioners. 5) External Audit a) The Audit Committee provides recommendations regarding the appointment of an Accountant The Public (AP) and Public Accounting Firm (KAP) will audit the Company's financial reports to the Board of Commissioners for submission to the General Meeting of Shareholders (GMS). Apart from that, the Audit Committee also provides recommendations to the Board of Commissioners regarding the termination of the Public Accounting Firm. b) In the event that the AP and/or KAP that has been decided by the GMS is unable to complete the provision of audit services for annual historical financial information during the professional assignment period, the appointment of the AP and< /span>/or a replacement KAP carried out by the Board of Commissioners after obtaining GMS approval by taking into account the recommendations of the Audit Committee. c) In preparing these recommendations, the Audit Committee may consider: (i) Independence of AP and/or KAP: learn the name and/ or КАР's reputation. (ii) Audit Scope: study the audit planning and scope submitted by the selected/appointed KAP, to ensure that the audit planning and scope are in accordance with Request for Proposal and < span style="font-weight: 400;">Terms of Reference (iii) Audit service fees: (iv) AP skills and experience and/< /em>or KAP, and the Audit Team from KAP. (v) Potential risks of using audit services by the same KAP consecutively for a fairly long period of time: and/or
(vi) Results of evaluation of the implementation of audit services for annual historical financial information by AP and/or KAP in the previous period, if any. d) Study and ensure that PT Mandiri Tunas Finance has standard procedures and complies with regulations/provisions that apply in the implementation of KAP elections. e) Study and ensure that the KAP selection process is running correctly according to standard procedures. f) The Audit Committee evaluates the implementation of providing audit services for annual historical financial information by AP and/or KAP. g) Conduct regular communication with the KAP who is examining PT Mandiri Tunas Finance to discuss matters that need to be communicated. h) Study in depth all the findings that sisignificant results from the examination of external auditors and other audit institutions. i) Monitoring and evaluating the follow-up auditor on the results of examinations carried out by the External Auditor. j) Report regularly on the results of monitoring and provide input on matters that need the attention of the Board of Commissioners. 4.1.3. The Chair of the Audit Committee is tasked and responsible for coordinating all Committee activities to fulfill the Committee's objectives in accordance with its formation, including being responsible for the following matters: 1) Determine the annual work plan. 2) Determine the annual meeting schedule. 3) Make periodic reports regarding the Committee's activities and matters deemed necessary for the attention of the Board of Commissioners. 4.1.4. Members of the Audit Committee are responsible for: g span> 1) Study the meeting material first. 2) Mattend meetings. 3) Play an active role and contribute to every committee meeting activity. 4.2. Authority. 4.2.1. Communicating with the Head of Work Units and other parties at PT Mandiri Tunas Finance, as well as the Public Accounting Firm which examines the Company to obtain information, clarification, and request the necessary documents and reports. 4.2.2. Mrequest a report on the results of the audit of the internal auditor and auditor external supervisory institutions, as well as other supervisory institutions. 3.2.3. Request an Internal audit and/or an external auditor to carry out special examinations/investigations, if there is a strong suspicion that fraud has occurred, violations of the law and violations of statutory regulations. 4.2.3. Access records or information about employees, funds, assets and other company resources related to the implementation of their duties. 3.2.5. Carrying out other authorities granted by the Board of Commissioners. 5. Composition, Structure and Membership Requirements 5.1. Appointment of Audit Committee Members. 5.1.1. Members of the Audit Committee are appointed and dismissed by the Board of Commissioners. 5.1.2. The appointment and dismissal of the Audit Committee must be submitted no later than 2 (two) working days after the appointment or dismissal and the information in question must be published on the Company's website. 5.2. Composition and Structure. Referring to the regulations above, the provisions for membership of the Company's Audit Committee are determined as follows: 5.2.1. The Audit Committee consists of at least 3 (tiga) people from anggota originating from Independent Commissioners and Independent Parties. 5.2.2. The composition of the Audit Committee membership is at least 1) Independent Commissioner as Chair and member, 1 (one) Independent Party who has expertise in finance or accounting and 1 (one) Independent Party who has expertise in the field of law or banking. ; 5.2.3. Must have at least 1 (one) member with an educational background and expertise in accounting and finance. 5.2.4. The Chair of the Audit Committee can only hold concurrent positions as Committee Chair on a maximum of 1 (one) other Committee. 5.3. Membership Requirements. 5.3.1. General Requirements. 1) Have integrity, good morals and character. 2) Have no interest/ personal relationships that can give rise to conflict of interests< span style="font-weight: 400;">t towards the Company.
5.3.2. Competency Requirements.
1) Have adequate skills, abilities, knowledge and experience related to their duties and responsibilities.
2) Must understand financial reports, company business, especially those related to the Company's services or business activities, audit processes and risk management.
3) Able to work together and have the ability to communicate well and effectively, and willing to provide sufficient time to carry out their duties.
4) Have adequate knowledge about AnggBasic regulations of the Company, laws and regulations in the field of financing, and other related laws and regulations.
5) Willing to continuously improve competence through education and training at least 1 (one) time in 6 (six) months.
5.3.3. Independence Requirements.
1) Not a person in a Public Accounting Firm, Legal Consulting Firm or Public Appraisal Services Firm that provides audit services and/or other consulting services at PT Mandiri Tunas Finance in the last 6 (six) months before being appointed as member of the Audit Committee.
2) Does not own shares in the Company, either directly or indirectly.
3) Has no affiliation with the Company, Commissioners, Directors and major shareholders of the Company.
4) Has no direct or indirect business relationship with the Company.
5) Not a person who works or has the authority and responsibility to plan, lead, control or supervise the Company's business activities within the last 6 (six) months, except Independent Commissioners.
6. Work Procedures and Procedures
In carrying out its authority, duties and responsibilities, the Audit Committee:
6.1. Cooperate and coordinate with the Internal Audit Work Unit in the field of supervision and inspection.
6.2. Collaborate with other work units to request information, clarification and request documents/required reports. < /span>
6.3. Collaborate with the External Auditor regarding the duties and results of examinations carried out by the External Auditor on the Company.
6.4. With approval and/or through the Board of Commissioners, you can request assistance from outside parties to carry out special and highly technical inspections.
6.5. Coordinate with other committees under the Board of Commissioners.
6.6. In carrying out their duties and responsibilities, Audit Committee members can make work visits to the field.
7. Meeting Organizing Policy
7.1. The Audit Committee holds regular meetings at least 1 (one) time in 3 (tiga) month.
7.2. Audit Committee meetings can be held if attended by more than 1/2 (one half) the number of members.
7.3. Audit Committee meeting decisions are taken based on deliberation to reach consensus.
7.4. In the event that consensus deliberation as referred to in point 7.3 does not occur, the decision will be made based on the majority vote.
7.5. The meeting is chaired by the Chair of the Audit Committee or another Committee Member who is an Independent Commissioner, if the Chair of the Audit Committee is unable to attend.
7.6. In the event that members of the Committee are unable to attend for whatever reason, the presence of the Committee Members may be represented by other Committee Members based on a power of attorney.
7.7.A Committee member can only represent another Committee member.
7.8. Each Audit Committee meeting is outlined in the minutes of the meeting, including if there are differences of opinion, which are signed by all members of the Audit Committee present and submitted to the Board of Commissioners.
7.9. Non-Board of Commissioners Committee members or other parties appointed by the Committee Chair will act as secretaries tasked with recording and preparing minutes of Committee Meetings.
7.10. Meetings can be held not physically, but through teleconferencing or other media which allows all Committee Meeting participants to see and hear each other directly and participate in the meeting.
8. Activity Reporting System
8.1. The Audit Committee must make periodic reports to the Board of Commissioners regarding the activities of the Audit Committee, at least once every 6 (six) months.
8.2. The Audit Committee must make a report to the Board of Commissioners on every assignment given and/or for every problem identified as requiring the attention of the Board of Commissioners.
8.3. The Audit Committee is required to prepare an Annual Report on the implementation of the Audit Committee's activities as disclosed in the Company's Annual Report.
8.4. The Audit Committee must prepare a report on the results of the evaluation of the implementation of audit services on annual historical financial information by the External Auditor no later than 6 (six) months after the financial year ends.
9. Handling Complaints/Reporting Regarding Alleged Violations related to Financial Reporting
In the event that the Audit Committee receives a complaint or report regarding alleged violations related to financial reporting, then members of the Audit Committee:
9.1. Review, study and discuss complaints and reports with the Internal Auditor and External Auditor.
9.2. Make a report to the Board of Commissioners regarding the results in point 9.1 along with recommendations.
10. Term of Service and compensation
10.1. The term of office of members of the Audit Committee may not be longer than the term of office of the Board of Commissioners as regulated in the Articles of Association and can only be re-elected for 1 (one) subsequent period.
10.2. Audit Committee members who come from outside parties are given a monthly honorarium, the amount of which is determined by the Board of Commissioners while still referring to the applicable legal provisions.
11. Confidentiality
Audit Committee members are obliged to maintain the confidentiality of all Company documents and/or information as well as everything related to the Company and the implementation of the Committee's duties.
12. Conclusion
12.1. This Audit Committee Charter is subject to applicable laws and regulations.
12.2. This Audit Committee Charter comes into force on the date it is stipulated with the provisions that it can be reviewed at any time according to the circumstances based on the approval and at the request of the Board of Commissioners and if in the future there are errors in it, corrections will be made.
Jakarta, 30 July 2020
PT MANDIRI TUNAS FINANCE
AUDIT COMMITTEE
