Audit Committee Charter

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Guidance on Main Duies and Work Funcions

of the Audit Commitee according to Good

Corporate Governance

AUDIT

COMMITTEE

CHARTER

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CHAPTER I INTRODUCTION 5

1.1 Background 5

1.2 Purposes and Objecive 5

1.3 Legal Basis 5

1.4 Deiniion 5

CHAPTER II MEMBERSHIP 6

2.1 Structure of Membership 6

2.2 Term of Oice 6

2.3 Membership Requirements 6

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 WORK PROCEDURES, MEETINGS,

REPORTING AND COMPLAINT HANDLINGS 9

4.1 Work Procedures 9

4.2 Meeings 9

4.3 Reporing 9

4.4 Complaint Handlings 9

CHAPTER V PROHIBITIONS 10

CHAPTER VI CLOSING 11

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In order to improve the applicaion of the principles of Good Corporate Governance, PT Elnusa Tbk (the “Com

-pany”) as one of Issuer shall meet the legislaion in capital market sector. In accordance with Decree of the

Bapepam-LK Chairman No. KEP-643/BL/2012 dated December 7, 2012 regarding the Establishment and Imple

-mentaion Guidance of the Audit Commitee.

Issuer or Public Company must have an Audit Commitee (the “Commitee”) appointed by and responsible to the Board of Commissioners in assising the Board of Commissioners in performing the supervisory, advisory duies and its funcions.

1.2 Purposes and Objecives

This Audit Commitee Charters’ objecives are: To assist the Board of Commissioners in performing the supervisory

1. To deliver the duies, responsibiliies and authority of the Commitee members clearly.

2. To implement the relevant provisions of the principles of Good Corporate Governance as determined by the Financial Services Authority.

1.3 Legal Basis

Legal basis of the Audit Commitee Charters’ are:

1. Law no. 40 Year 2007 dated August 16, 2007 concerning Limited Liability Company.

2. Law no. 21 Year 2011 dated November 22, 2011 concerning Financial Services Authority.

3. Decree of the Bapepam-LK Chairman No. KEP-643/BL/2012 dated December 7, 2012 regarding the Estab

-lishment and Implementaion Guidance of the Audit Commitee.

4. General Guidance of Good Corporate Governance of the Republic of Indonesia Year 2006 issued by Naional

Commitee for Governance Policy (KNKG).

1.4 Deiniion

The Audit Commitee is a commitee appointed by and responsible to the Board of Commissioners in assising the Board of Commissioners in performing the supervisory, advisory duies and its funcions.

1. 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;

2. 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.

3. The Board of Commissioners is the organ that is in charge of supervising the Company in general and/or

special accordance with the Aricles of Associaion and providing advice to the Board of Directors. Indepen

-dent 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 Audit Commitee according to Good Corporate Governance

AUDIT COMMITTEE CHARTER

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Members of the Audit Commitee consist of at least three (3) members, one of which must be an Independent Com

-missioner and at least two (2) other members those who come from outside the Company.The member of the Audit Commitee who is Independent Commissioner shall act as the Chairman of Audit Commitee.

1. The other members of the Audit Commitee are those who come from outside the Company.

2.2 Term of Oice

The members of the Audit Commitee shall be appointed and dismissed by the Board of Commissioners. The term

of oice for the members of the Audit Commitee must not be longer than the term of oice of the Board of Com

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

1. The members of the Audit Commitee can be re-appointed only for another one (1) period.

2. The membership of the Audit Commitee may be ended at any ime before the term of oice ends accor

-dance with the Decision of the Board of Commissioners.

2.3 Membership RequirementsIndependent Commissioner

a. Are not working or having authority and responsibility for planning, direcing, controlling, or super

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

b. Having no shares either directly or indirectly in the Company.

c. 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.

d. Has no business relaionship either directly or indirectly related to the aciviies of the Company.

1. Membership Requirements

a. Must have high integrity, competency, knowledge, experience in line with the tasks, and able to com

-municate well.

b. Must have adequate knowledge to understand inancial statement, company’s business paricularly

that related to the services and aciviies of the Company, audit process, risk management and regula

-ions in capital market sector and other statutory regula-ions.

c. Obliged to adhere to the code of conduct for Audit Commitee which established by the Company.

d. Willing coninuously improving the competency through educaion and training.

e. Should have at least one (1) member who has educaional background or experise in accouning and/

or inance.

f. Are not working in Public Accouning, Legal Consultant Oice, Appraisal Services Company Firm or

other paries who provide assurance services, non-assurance services, appraisal services and/or other

advisory services to the Company within the last six (6) months.

g. Are not working or having authority and responsibility for planning, direcing, controlling, or supervis

-ing aciviies of the Company within the last six (6) months.

h. Having no shares either directly or indirectly in the Company.

i. In the event the members of the Audit Commitee acquires share (s) of the Company either directly or

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indirectly as a result of legal event, those share(s) must be transferred to other paries within maximum of six (6) months ater the share(s) acquired.

j. 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.

k. Has no business relaionship either directly or indirectly related to the aciviies of the Company.

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Guidance on Main Duies and Work Funcions

of the Audit Commitee according to Good Corporate Governance

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In performing its funcion, the Audit Commitee has duies and responsibiliies among others, as follows:

1. Reviewing inancial informaion to be issued by the Company to the public and/or authoriies such as inan

-cial statements, projecions, and other reports related to inan-cial informaion of the Company.

2. Reviewing the adherence to the statutory regulaions related to the aciviies of the Company.

3. Giving independent opinion in the event of any disagreement between the management and Public Ac

-couning Firm for services rendered.

4. Giving recommendaion to the Board of Commissioners with respect to the appointment of Public Account

-ing Firm based on independency, audit scope, and fee.

5. Performing a review of the audit work of the Internal Auditor and monitoring the implementaion of the

Internal Auditor recommendaion by the Board of Directors.

6. Reviewing complaints (if any) relaing to accouning process and the Company’s inancial reporing.

7. Reviewing and providing advice to the Board of Commissioners in relaion to the presence of potenial con

-licts of interest of the Company.

8. Maintaining conideniality of documents, data and informaion of the Company.

3.2 Authoriies

In performing its funcion, the Audit Commitee has authoriies as follows:

1. Has access to any document on employees, funds, assets and other resources belonging to the Company

relaing to performance of its duies.

2. Has authority to communicate directly to employees including the Board of Directors and paries who per

-form the funcions of internal audit, risk management and Public Accouning Firm in relaion with the Audit Commitee’s duies and responsibiliies.

3. If necessary, the Audit Commitee may employ independent paries to assist the Audit Commitee in per

-forming its duies.

4. The Audit Commitee has another authority granted by the Board of Commissioners.

3.3 Ethical Code of Conideniality

Members of the Audit 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.

1. The Audit Commitee members are prohibited from abusing any important informaion relaing to the Com

-pany for personal beneits.

2. The Audit Commitee members in

3. performing their duies and responsibiliies shall comply with the Company Ethic Standards and are prohib

-ited from taking personal beneits both directly and indirectly from the Company’s aciviies other than the honorarium together with the faciliies and other allowances.

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1. In the implementaion of its duies and responsibiliies, the Audit Commitee prepares and submits the

Audit Commitee Work Plan for the current inancial year.

2. The Audit Commitee Work Plan adapted and aligned with the Company’s inancial reporing cycle and

also the Annual Audit Work Program (PKAT) of Company’s Internal Audit Division.

3. The implementaion of tasks related to the Independent Auditors carried out in coordinaion with the

Division of the Comptroller & Corporate Tax, Internal Audit Division and the Management directly (with or without the Board of Directors).

4. The implementaion of the Audit Commitee duies related to compliance and performance of internal

audit for the Company and Subsidiaries are coordinated with the Internal Audit Division of the Company and management of the Company and its subsidiaries.

5. The implementaion of the Audit Commitee duies related to inancial informaion to be issued by the

Company to the public and/or authoriies carried out in coordinaion with the Division of the Comptrol

-ler & Tax Company.

4.2 Meeings

1. The Audit Commitee shall hold meeing at least 1 (one) ime within 3 (three) months.

2. The Audit Commitee meeing must be atended by at least more than 1/2 (half) of total members.

3. Resoluion of the Audit Commitee meeings is taken by consensus.

4. Everything discussed and decided in the Audit Commitee meeings, including any dissening opinions

shall be stated in the Minutes of Meeing that is signed by all members of the Audit Commitee who present and reported to the Board of Commissioners.

4.3 Reporing

1. The Audit Commitee shall make report to the Board of Commissioner on any given assignment. 2. The Audit Commitee shall make Annual Report in wriing to be published in Company’s Annual Report

related to the duies and responsibiliies.

3. The Audit Commitee monitors that the Company shall submit to Financial Services Authority (Otori

-tas Jasa Keuangan/OJK) about the informaion concerning the appointment and dismissal of the Audit Commitee within maximum 2 (two) working days ater the appointment or dismissal.

4. The informaion regarding the appointment and dismissal as referred in point 3 should be loaded to

website of Stock Exchange and/or the Company.

4.4 Complaint Handling

The Audit Commitee will conduct a review of complaints or violaions related to accouning and inancial reporing process and follow-up the steps that have been taken with respect to such reporing.

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1. The members of the Audit Commitee are prohibited from taking personal advantage, either directly or indirect

-ly 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 Audit Commitee is

not given any addiional income.

CHAPTER V

PROHIBITIONS

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

2. This Audit Commitee Charter will be evaluated on annual basis for improvement or updaing thereof as may be

necessary with regard to the statutory regulaions.

Jakarta, 1st_{September 2015}

Board of Commissioners

PT Elnusa Tbk

President Commissioner Syamsu Alam (Signed)

Independent Commissioner Pradana Ramadhian (Signed)

Independent Commissioner Rinaldi Firmansyah (Signed)

Commissioner Budhi Himawan (Signed)

Commissioner Hadi Budi Yulianto (Signed)

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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