PT Ciputra Development Tbk.
Audit Committee Charter
Adopted 8 April 2010
a. The Audit Committee is a committee established by the Board of Commissioners to assist the board conduct examinations or studies deemed necessary to the performance of their functions in the management of the Company's Board of Directors.
b. Affiliation is:
1) A marriage or other family relationship up to the second degree, both horizontally and vertically;
2) A relationship between a party and employees, directors, or commissioners of the company;
3) A relationship between 2 (two) companies where one or more members of the Board of Directors or Board of Commissioners act in both;
4) A relationship between a company and third party, either directly or indirectly, that is controlling;
5) A relationship between 2 (two) companies that are controlled directly or indirectly, by the same party; or
6) A relationship between a company and its major shareholder.
c. An independent Commissioner is a commissioner who:
1) is an outsider to the Company;
2) does not own any shares, either directly or indirectly, of the Company;
3) does not have any affiliation with the Company, Commissioner, Board of Directors or Controlling Shareholders of the Company;
4) does not work as a director in an affiliate of the company.
d. Key employees are authorized employees responsible for planning, directing or controlling the Company, which includes members of the Commissioners, Directors and managers of the Company.
2. Audit committee Membership
a. Members of the audit committee are appointed and dismissed by the Board of Commissioners, appointments and dismissals are reported to the General Meeting of Shareholders (AGM).
b. The audit Committee must consist of at least 1 (one) Independent Commissioners and at least 2 (two) independent members.
c. The Audit Committee member who is an Independent Commissioner must act as Chairman of the Audit Committee.
3. Membership Requirements
a. High integrity, ability, knowledge and experience relating to their educational background, as well as sound communication skills.
b. At least one of the Audit Committee members has to have financial accounting educational background.
c. Ability to understand financial statements.
d. Possess adequate knowledge of laws and regulations regarding the capital market regulations and other areas affecting the company's activities.
e. Has not been employed in a public accounting firm providing audit or non audit services for at least 1 (one) year upon joining the committee.
f. Has not been a key employee of the company for at least 1 (one) year upon joining the committee.
g. Has no share in the Company, either directly or indirectly.
h. Has no affiliation with the Company, shareholders of the company, members of the Board of Commissioner or Board of Directors.
i. Does not have a business relationship, either directly or indirectly related to the Company's business activities.
4. Duties and Responsibilities of Audit Committee
The Audit Committee are to provide an independent professional opinion to the Board regarding reports or other matters that require the attention of the Board of Commissioners, and perform other tasks related to the task of the Board of Commissioners, including:
a. Produce Board of Commissioners approved Annual Plan of Actions.
b. Review of financial information published by the Company, i.e. financial statements, projections, and other financial information.
c. Review Company compliance to legislations regarding capital market and other areas affecting the company's activities.
d. Give recommendation regarding proposal of the appointment and dismissal of Head of Internal Audit.
e. Review work plan and realization of internal audit as well as the adequacy of the Internal Audit Charter.
f. Review the effectiveness of the company's internal control, and give an opinion in the selection process of public accountants.
g. Review hired public accountant's objectivity.
h. Review the adequacy of tests conducted by public accountants to ensure all risks have been considered.
i. Review and monitor follow-up examination results of internal auditors and public accountants.
j. Report on various risks facing the Company and risk management implanted by the Board of Directors to the Board of Commissioners.
k. Review and report complaints addressed to the Company to the Board of Commissioners.
l. Maintain the confidentiality of Company documents, data and information.
m. Create, review and renew this Charter.
5. Authority of the Audit Committee
a. The Audit Committee is authorized unlimited access to employee, funds, assets and other company records necessary for the execution of its duty.
b. In exercising his/her authority (at a point above), the Audit Committee member must cooperate with internal auditors.
6. Audit Committee Meetings
a. The Audit Committee must hold at least 3 (three) meetings in 1 (one) year.
b. Meetings are led by Chairman of the Audit Committee should he/she be unable to attend a meeting, the most senior Audit Committee member leads the meeting.
c. Audit Committee meetings must be attended by at least 2 / 3 (two thirds) of the committee members and may be attended by Board of Commissioner members.
d. Should necessary, the Board of Directors or the Chief of Internal Audit may be invited to attend Audit Committee meetings.
e. Decisions made by the committee must be approved by more than 1/2 (half) the number of attending Audit Committee.
f. Audit committee meetings must at least discuss;
1) Actions needed to be taken in order to carry out its duties and functions;
2) Results of the review of the information has been received by the Audit Committee.
g. The results of the Audit Committee meetings are noted in the minutes of meeting.
a. The Audit Committee shall report to the Board of Commissioners regarding the realization of their plan of actions.
b. The Audit Committee shall submit a report on regarding its activities to the Board of Commissioners periodically.
c. The Audit Committee shall make annual reports to the Board of Commissioners regarding the implementation of its activities published on the Company's annual report, relating to matters such as:
1) Violation of law or regulations made by the Company (if any);
2) Errors in the preparation of financial statements, internal controls and independent public accountants (if any);
3) Review the compliance of Directors and Commissioners' compensation packages with provisions set at the AGM.
8. Tenure and Remuneration
a. Tenure of Audit Committee members should not be longer than that of the Board of Commissioners, and committee members may be re-elected only once.
b. Should the Independent Commissioner acting as chairman of the Audit Committee resigns before his/her tenure ends, the role of Chairman will be replaced by other Independent Commissioners.
c. Remuneration of Audit Committee members are set by the Board of Commissioners.
d. Fees incurred for Audit Committee activities are borne by the Company.