PT United Tractors Tbk Internal Audit Charter
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- Avis Leonard
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1 PT United Tractors Tbk Internal Audit Charter I. Vision and Mission Vision To become a Corporate Internal Audit which has dedication and integrity as well as high professionalism, to be able to provide value added to PT United Tractors Tbk (PT UT or Company), to assist the management towards the creation of good governance, so that PT UT shall become an effective and efficient company and be able to achieve the set goals. Mission 1. Conduct an internal control independently on the activities of all units in PT UT and its subsidiaries. 2. Review and evaluate professionally the internal control, operation and finance. 3. Coordinate effectively with the Audit Committee, Astra Audit Internal Group and External Auditor, to achieve public accountability optimally. II. Structure and Position 1. Corporate Internal Audit is chaired by the Head of Corporate Internal Audit. 2. The Head of Corporate Internal Audit is appointed and dismissed by the President with the approval of the Board of Commissioners. 3. The President may dismiss the Head of Corporate Internal Audit upon obtaining the approval of the Board of Commissioners if the Head of Corporate Internal Audit does not fulfill the qualification as an internal audit or he fails in performing or is not able to perform his duties. 4. Head of Corporate Internal Audit is responsible to the President. 5. Internal Audit staff is directly responsible to the Head of Corporate Internal Audit. 6. Head of Corporate Internal Audit and Internal Audit staff cannot hold concurrent tasks and positions in PT UT and its subsidiaries. III. Duties and Responsibilities Duties and responsibilities of Corporate Internal Audit are as follows: 1. Develop and implement annual internal audit plans.
2 2. Examine and evaluate the implementation of internal control in accordance with company policy. 3. Examine and assess the efficiency and effectiveness of finance, accounting, operations, human resources, marketing, information technology sectors and other activities. 4. Prepare the audit report and submit the report to the President and Board of Commissioners. 5. Monitor, analyze and report the implementation of the follow-up improvements suggested. 6. Provide recommendations for improvements and objective information on the activities examined at all levels of management. 7. Cooperate with the Audit Committee. 8. Develop programs to evaluate the quality of implementation of internal audit activities. 9. Conduct special inspections if necessary. Authorization of Corporate Internal Audit: Board of s authorizes Corporate Internal Audit to: 1. Access, related to its duties and functions, all relevant information on the company. 2. Communicate directly with the Board of s, Board of Commissioners, and / or the Audit Committee and member of the Board of s, Board of Commissioners, and / or the Audit Committee. 3. Hold regular and incidental meetings with the Board of s, Board of Commissioners, and / or the Audit Committee. 4. Coordinate its activities with the activities of the External Auditor. IV. Corporate Internal Audit Report 1. Corporate Internal Audit shall prepare a report of audit to the President and Board of Commissioners at the latest 5 working days upon completion of the audit. 2. Corporate Internal Audit shall prepare a quarterly report to Internal Audit Astra group and Audit Committee. V. Requirement of Corporate Internal Audit Staff Corporate Internal Audit Staff should understand the following matters: 1. Responsible to the Head of Corporate Internal Audit. 2. Have integrity and professional behavior, be independent, fair and objective in the execution of his/her duties.
3 3. Have technical knowledge and experience regarding the audit and other relevant disciplines in his/her respective sectors. 4. Have knowledge on the regulation of capital markets and other related legislation. 5. Should continuously receive sufficient education and training and improve his/her competence. 6. Understand the principles of good corporate governance and risk management. 7. Have ability to interact and communicate both verbally and in writing effectively. 8. Comply with professional standards issued by the association of internal audit. 9. Comply with the code of ethics of Corporate Internal Audit (as attached and represents the integral part of this Internal Audit Charter). 10. Maintain the confidentiality of information and / or data related to the Company's implementation of the tasks and responsibilities of the Corporate Internal Audit unless required by legislation or court decision.
4 Attachment - Internal Audit Charter Code of Ethics of Internal Audit The entire staff of internal audit of PT United Tractors Tbk shall adhere to a code of ethics of Internal Audit as the code of conduct, consisting of eight chapters which specifically require internal audit staff to act in accordance with reality, be forthright and honest, careful and thorough, and to avoid the taking-side in giving recommendation to the Company. Article 1 The members are obliged to be honest, objective and diligent in carrying out their duties and responsibilities. Article 2 The members in carrying out the trust given by the Company, must demonstrate loyalty in all matters to the Company or other parties who may receive internal control services. However, the members shall not intentionally take part in an inappropriate activity. Article 3 The members shall not engage in any activity that may have conflicting interests with Company s interests, or will lead to the assumption that they are no longer able to perform responsibilities objectively. Article 4 The members should not accept payment or gifts from employees, clients, customers, or business associates of the Company, which may impact to honesty, objectivity and diligence of the members. Article 5 The members shall use any information obtained in carrying out their duties with high professionalism and responsibily. The members shall not use information for personal advantage or other purposes which may harm the Company.
5 Article 6 The members in expressing an opinion shall have strong evidence which may support the opinion. In preparing a report, the members shall disclose all evidence and material truth that they know which, if not disclosed, it will affect the reporting of the results of the activities examined or protect an activity that is against the law. Article 7 The members should endeavor to improve the skills and effectiveness in the work. Article 8 The members must comply with the law and uphold the purpose of the Internal Audit PT United Tractors Tbk. In carrying out his/her profession, the members should always keep the standard of competence, morality and dignity, as set out in the code of ethics. *****
6 Stipulated in Jakarta, on 7 December 2009 by PT UNITED TRACTORS Tbk Djoko Pranoto President Hendrik K. Hadiwinata Arya N. Soemali Bambang Widjanarko E.S Vice President Gidion Hasan Iman Nurwahyu Edhie Sarwono
7 Approved by Board of Commissioners : Prijono Sugiarto President Commissioner Benjamin Keswick Vice President Commissioner Simon J. Mawson Commissioner Letjen. Purn. Soegito Independent Commissioner Michael D. Ruslim Vice President Commissioner Hagianto Kumala Commissioner Stephen Z. Satyahadi Independent Commissioner Anugerah Pekerti Independent Commissioner
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Adopted by the Board of Directors of Havyard Group ASA on 17 March 2014, last amended on 26 February 2015. www.havyard.com 1. CORPORATE VALUES Havyard Group ASA (the Company ) shall enjoy an invaluable