Risk Management Committee Charter

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Guidance on Main Duies and Work Funcions

of the Risk Management Commitee

according to Good Corporate Governance

RISK MANAGEMENT

COMMITTEE

CHARTER

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CHAPTER I INTRODUTION 5

1.1 Background 5

1.2 Purposes and Objecive 5

1.3 Deiniion 5

CHAPTER II MEMBERSHIP 6

2.1 Structure of Membership 6

2.2 Term of Oice 6

2.3 Membership Requirements 6

2.3.1 General Requirements 6

2.3.2 Special Requirements 7

CHAPTER III DUTIES AND RESPONSIBILITIES 8

3.1 Duies and Responsibiliies 8

3.2 Authoriies 8

3.3 Ethical Code of Conideniality 8

CHAPTER IV MEETINGS AND REPORTING 9

4.1 Meeings 9

4.2 Reporing 9

CHAPTER V PROHIBITIONS 10

CHAPTER VI CLOSING 11

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PT Elnusa Tbk (“Company”) as public listed company in Indonesia Stock Exchange must comply with prevailing laws and regulaions in the capital market sector and must be subject to all laws and regulaions relaing to the Company’s operaions.

Company is commited in implemening the Good Corporate Governance (GCG) consistently as inspired by the Values and Code of Conduct of the Company. In order to encourage that the Company is managed in accordance with the GCG principles, then the Board of Commissioners established Risk Management Commitee. This commitee works professionally, independently and on a collecive basis to assist the Board of Commissioners in performing the supervisory and advisory duies and funcions to the Board of Director and Management of the Company. Risk Management Commitee has main duies to monitor and ensure the implementaion of the principles, funcions and the implementaion that related to the analysis of the Risk Management of the Company.

1.2 Purposes and Objecive

This Risk Management Commitee Charter is compiled as a guideline to allow the Risk Management Commitee performs their duies and responsibiliies eiciently, efecively, transparently, independently and accountably.

1.3 Deiniion

1. The Risk Management Commiteeis a commitee appointed by andresponsibleto the Board of Commissionersin assisingthe Board of Commissioners in performing the supervisory related to the analysis of the Risk Management of the Company.

2. Riskisthe potenial forthe occurrence ofan event(events) that could causethe Companylosses.

3. Risk Managementis a set of procedures andmethodologies used to idenify, measure, monitorand control risks arisingfrom operaions of the Company.

4. The Company writen in capital leter “C”, means PT Elnusa Tbk, while company writen in small leter c shall

refer to other companies in general;

5. The Board of Directors is a Company’s organ that is responsible on the Company’s management, for the

interest of the Company and to meet the objecives of the Company and shall also represent the Company both in and out of a court in accordance with the provisions contained in the Aricles of Associaion. 6. TheBoard of Commissionersis the organthat is in charge of supervising the Company in generaland/or special

accordance with the Aricles of Associaion and providingadvice tothe Board of Directors.

7. Independent Commissioner is a Member of the Board of Commissioners from outside the Company and qualiied as Independent Commissioner.

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Guidance on Main Duies and Work Funcions of the Risk Management Commitee according to Good Corporate Governance

RISK MANAGEMENT COMMITTEE CHARTER

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Members of the Audit Commitee consist of at least 3 (three) members, namely:

1. The member of Risk Management Commitee who serve as members of the Board of Commissioners act as

Commitee Chairman.

2. The other members of the Risk Management Commitee are: a. Members of the Board of Commissioners.

b. Those who come from outside the Company

The member of Risk Management Commitee who are not members of the Board of Commissioners shall not be members of other Commitees under the Company in the same period.

2.2 Term of Oice

1. The members of the Risk Management Commitee shall be appointed and dismissed by the Board of

Commissioners

2. The term of oice for the members of the Risk Management Commitee must not be longer than the

term of oice of the Board of Commissioners as sipulated in Aricle of Associaion which is 3 (three) years staring from the date of appointment and ending up to 3 (three) imes of the General Meeing of Shareholders of the Company ater the date of appointment.

3. The members of the Risk Management Commitee can be re-appointed only for another 1 (one) period. 4. The membership of the Audit Commitee may be ended at any ime before the term of oice ends

accordance with the Decision of the Board of Commissioners.

5. Replacement of the Risk Management Commitee members who are not from the Board of Commissioners

made no later than 60 (sixty) days from the referred Risk Management Commitee members can no longer perform its funcion.

6. The Company shall document the decision of appointment and dismissal of members of the Risk

Management Commitee.

2.3 Membership Requirements

2.3.1 General Requirements

1. Having integrity, dedicaion, ability, educaion, independency and experience to perform their

supervisory duies and funcions and able to communicate in wriing the results of performance of duies and funcions to the Board of Commissioners in accordance with the applicable procedures.

2. Having adequate knowledge to understand the principles and management process and risk

control as well as to communicate the result in wriing to the Board of Commissioners.

3. Having adequate knowledge of the Aricle of Associaion of the Company, regulaions that related

to operaional of the Company, regulaions in capital market sector and statutory regulaions relaive to risk management.

4. Having adequate knowledge of the Company or similar industry/business of the Company and

able to quickly learn the Company’s aciviies and its relaion to risk management.

5. At least one of members of the Risk Management Commitee must have educaional background

or experise in the ield of risk management and/or Finance.

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In addiion tothe general requirementsmenioned above, especially formembers of the Risk Management Commiteewhoare from outsidethe Companymust also meetthe following requirements:

1. Has no ailiaion relaionship with the Company, the members of the Board of Commissioners, the

members of the Board of Directors or majority shareholders of the Company.

2. Shall have neither blood familial relaionship up to 3rd degree, both in verical line and in horizontal

line nor relaionship that result from marriage with another member of the Board of Commissioners or with a member of the Board of Directors.

3. Has no business relaionship either directly or indirectly related to the aciviies of the Company. 4. Are not working or having authority and responsibility for planning, direcing, controlling, or

supervising aciviies of the Company within the last six (6) months before being appointed by the Board of Commissioners

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The Risk Management Commitee shall be in charge of and responsible for assising the Board of Commissioners by providing professional and independent opinion in order to ensure the implementaion of the Enterprise Risk Management. Each member of Risk Management Commitee should act independently in performing their duies.

3.1 Duies and Responsibiliies

The Risk Management Commiteehas duiesandresponsibiliies ofat least:

1. Reviewing the applicaion for approval from Board of Directors to the Board of Commissioners on planned

corporate acions among others:

a. Investment.

b. Establishment of Subsidiaries. c. Long Term Plan of the Company. d. Operaions Cooperaion Contract. e. Oil and Gas Working Area.

f. Asset management.

g. Asset Assurance.

2. Evaluaing the risk management policies and strategies; operaional and business development of the

Company.

3. Monitoring and evaluaing the implementaion of risk management and miigaion on the Company’s

business plans and investment and operaional execuion in terms of the inancial and legal side.

4. Reporing the results of monitoring and evaluaion as well as providing recommendaions on any mater

which requires atenion of the Board of Commissioners.

3.2 Authoriies

1. The Risk Management Commitee works collecively and is independent in carrying out their duies and

responsible to the Board of Commissioners.

2. The Risk Management Commitee may get the Company’s informaion related to the implementaion of

Risk Management of the Company.

3. If necessary, the Risk Management Commitee may employ experts and or consultants to assist them in

related to business development plan of the Company upon the Board of Commissioners’ writen consent at the expense of the Company.

3.3 Ethical Code of Conideniality

1. Members of the Risk Management Commitee who are sill in oice, or who have been ceased to be

members of the Commitee shall keep conideniality of the documents, data and informaion they have obtained during in oice as Commitee member, from both internal and external paries and shall only use then for purpose of performing their duies.

2. The Risk Management Commitee members are prohibited from abusing any important informaion relaing

to the Company for personal beneits.

The Risk Management Commitee members in performing their duies and responsibiliies shall comply with the Company Ethic Standards and are prohibited from taking personal beneits both directly and indirectly from the Company’s aciviies other than the honorarium together with the faciliies and other allowances.

CHAPTER III

DUTIES AND RESPONSIBILITIES

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1. The Risk Management Commitee shall hold meeing at least 1 (one) ime within 3 (three) months. 2. The Risk Management Commitee Meeingheldonlyif:

a. Atendedby majorityof the Members of Risk Management Commitee.

b. Oneof themajoriies of the Members of Risk Management Commitee referred to inparagraph aaboveis the Chairman ofthe Risk Management Commitee.

3. Resoluion of the Risk ManagementCommitee meeings is taken by consensus.

4. In the event ofdecision based onconsensus agreementfails, shall be adopted by voing based.

5. In the event of decision-makingbyvoing basedoccurs ie vote, then theChairman ofthe Meeing shall cast the deciding vote.

6. In the event ofthe decision-makingprocessoccurs dissening opinion, the dissening opinion shall bestated inthe Minutes ofthe Meeingand the reasons forsuch dissent.

7. The resoluion of the Risk Management Commitee meeings shall be stated in the Minutes of Meeing and shall be documented properly.

8. The Minutes ofthe Meeingmust be submitedin wriing tothe Board of Commissioners.

4.2 Reporing

1. The Risk Management Commitee shallsubmit a reportonthe acivity ofthe Risk Management Commiteeto the Board of Commissionerson a regular basisat least1(one) imes a yearorat the request ofthe Board of Commissioners. 2. Report of the Risk Management Commiteeis part of thereport ofthe Board of Commissionersandsubmitedto

the General Meeingof Shareholders.

3. The implementaion of the funcions of the Risk Management Commitee should be loaded to website of

the Company at least:

a. The statementthat the Company hasRisk ManagementCommitee Charter.

b. Brief descripion ofthe duies andresponsibiliies ofthe Risk ManagementCommiteeduring the iscal year.

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CHAPTER V

PROHIBITIONS

1. The members of the Risk Management Commitee are prohibited from taking personal advantage, either

directly or indirectly from the Company in addiion to a legiimate income.

2. The members of the Board of Commissioners who act as the Chairman or Member of the Risk Management

Commitee is not given any addiional income.

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1. The Risk Management Commitee Charter efecively starts ater the approval of the Board of Commissioners.

2. This Risk Management Commitee Charter will be evaluated on annual basis for improvement or updaing

thereof as may be necessary with regard to the statutory regulaions.

Jakarta, 22nd May 2015

Board of Commissioners

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PT Elnusa Tbk

Graha Elnusa 16th Floor Jl. T.B. Simatupang Kav. 1B Jakarta 12560, Indonesia Tel. +62 21-78830850 (Huning) Fax. +62 21-78830907