PT. GAjAH TUNGGAL Tbk W I S M A H A Y A M W U R U K , 'lOin Floor. Jl. Hayam W u t u k 8, Jakarta 1 0 1 2 0 , indcincsia P.O. Box : 4283 Jakarta 11042

C a b l e T e l .

fax.

G A J A H T J N C G A L j sk j r t a 3459431 (2 Lines] 3'159302 (3 Lines) 3 3 0 5 9 1 6 - 2 0 0062 - ( 2 r ) -3804908 0062-121 ) - 3804878

AUDIT COMMITTEE CHARTER

PT GAJAH TUNGGAL Tbk.

A. LEGAL BASIS FOR ESTABLISHMENT

1. Decision of Chairman of Capital Market Supervisory Board and Financial

Institution No. Kep-643/BL/2012 dated 7 December 2012, regarding

Establishment and Guidelines of Audit Committee Performance.

(Appendix of Bapepam Regulation and LK No. IX.1.5)

2. Decision of Management PT. Bursa Efek Jakarta No. Kep-305/BEJ/07-

2004 dated 19 July 2004, regarding Regulation No. I-A of Registration of

Shares dan Securities Other Than Shares published by Recorded

Company, number 111.1.

3. Appendix II of Management Decision of PT Bursa Efek Jakarta No. Kep-

305/BEJ/07-2004 dated 19 July 2004, regarding Regulation No. I-A of

General Conditions of Registration of Equity Securities in Exchange

(Appendix of Management Decision of PT. Bursa Efek Jakarta Number

Kep-339/BEJ/07- 2001 Dated 20 July 2001 of provision Modification letter

C.2.e Regulation of Recording Securities Number I-A of General

Conditions of Equity Securities Recording in Exchange). Letter C . I .

PT. GAjAH TUNGGAL Tbk

B. GENERAL CONDITIONS

1. Audit Committee Charter, is working guidelines of Audit Committee in

helping Board of Commissioners exercising its supervisory function.

2. Audit Committee Charter contains explanation o f :

2.1 Structure and membership requirements.

2.2 Duties and responsibilities and authorities.

2.3 Working procedures.

2.4 Policies of organizing meetings.

2.5 Activity Reporting.

2.6 Conditions of complain handling or reporting relevant to alleged

violation related with financial statement.

2.7 Stint of Audit Committee

C. STRUCTURE AND MEMBERSHIP REQUIREMENTS

1. Membership structure of Audit Committee based on Decision of Board of

Commissioners consists of 1 (one) member of Independent

PT. GAjAH TUNGGAL Tbk

Commissioners as Head of Audit Committee and 2 (two) non-

Commisioner members, witii independent status.

2. Audit Committee is led by Independent Commissioner

3. Independent Commissioner is obliged to comply with the following terms :

3.1 is not a person working or authorized and responsible for planning,

leading, controlling, or supervising Company activities within last 6

(six) months;

3.2 is not having both direct and indirect shares in Company;

3.3 is not having Affiliation with Company, member of Board of

Commissioners, member of Management or Company's Main

Shareholders; and

3.4 is not having both direct and indirect business relationship related to

Company business.

4. Requirements of Audit Committee Membership include :

4.1 Audit Committee Member is obliged to :

4.1.1 Have high integrity, capability, knowledge, and experience

with the area, and good communication;

PT. GAjAH TUNGGAL Tbk

4.1.2 Understand financial statement, company businesses

especially related to services or business activities, audit

process, risk management, legislation in Capital Market

area and other relevant legislations.

4.1.3 Follow ethic code of Audit Committee specified by

Company.

4.1.4 Have at least one member with educational and expertise

background in accounting and/or financial area;

4.2 Available to improve competency continously through education

and training.

4.3 Is not a person in Accountant Office, Office of Legal Counsel, or

other party who delivers attestation service, non-attestation service

and/or other consultation to Company within the last 6 (six) months;

4.4 Is not a person working in Company and having authorities and

responsible for planning, leading, or controlling and supervising

Company activities within the last 6 (six) months, but Independent

Commissioner;

4.5 Is not having both direct and indirect shares in Company;

PT. GAJAH TUNGGAL Tbk

4.6 In case of Audit Committee member getting both direct and indirect

shares of Company due to any legal events then within the longest

term of 6 (six) months after receiving shares the member must

transfer the shares to other parties;

4.7 Is not having Affiliation with Company, Commissioners,

Management, or Main Shareholders;

4.8 Is not having both direct and indirect business relationship relevant

to business activities;

D. DUTIES AND RESPONSIBILITIES AND AUTHORITIES OF AUDIT

COMMITTEE

1. Duties and Responsibilites of Audit Committer.

1.1. To analyze financial information to be published by Company to

public and/or authorities accurately, reliably and trustworthy such as

Periodic Financial Report, projection, and other reports relevant to

Company's financial information;

1.2. To analyze Company compliance to Legislation related with

Company activities;

PT. GAjAH TUNGGAL Tbk

1.3. To give independent opinion in case of different opinions between

management and Accountant of services delivered;

1.4. To give recommendation to Board of Commissioners about

appointment Office of Public Accountant based on independency,

assignment scope and appropriate fee to be communicated in

General Meeting of Stiareholders;

1.5. To analyze examination by Internal Auditor and follow-up by

Management on Interna! Auditor findings so financial statement

material misstatement, assets disuse and violation to legislation

may be prevented;

1.6. To analyze risk management activities performed by Management

1.7. To analyze complaints relevant to accounting process and

Company Financial Statement

1.8. To analyze and give suggestions to Board of Commissioners

relevant to potential interest impact of Company; and

1.9. To keep documents, data and information of Company confidential.

2. Authorities of Audit Committee.

2.1 To access documents, data and information of Company about

employees, fund, assets, resources, necessary;

PT, GAJAH TUNGGAL Tbk

2.2 To make direct communication with employees, including

Management and parties exercising internal audit functions, risk

management, and Accountants relevant with duties and

responsibilities of Audit Committee;

2.3 To involve independent parties outside Audit Committee required to

help performing duties {if necessary), and

2.4 To exercise other authorities given by Board of Commissioners.

E. WORKING PROCEDURES

1. Study of financial information to be published by Company

1.1. To demand Management to convey periodic financial statement to

be published by Company for Public, Company Budget for the

relevant year, and other reports relevant with financial statement of

Company.

1.2. To organize internal meeting of Audit Committee to analyze

mentioned reports.

1.3. In case of questions to Management, in first place Audit Committee

demands supporting documents in writing relevant to the questions

if necessary.

PT. GAJAH TUNGGAL Tbk

1.4. In case of doubt or detailed clarification requirement, Audit

Committee invites Management to make mutual discussion, while

Audit Committee communicates suggestions/opinions in case of

improvement.

1.5. To make and convey report of study to Board of Commissioners.

2. Study of Company compliance to Legislation relevant to Company

activities

2 .1 . To study Laws and/or other Legislations from Authorities relevant to

Company activities.

2.2. To study Company compliance to obligations relevant to:

• Obligations in tax area

• Obligations in customs area

• Licensing obligations needed for performing Company activities

• Applying provisions relevant to accounting, including PSAK and

IFRS.

2.3. To give inputs to Management through Board of Commissioners in

case of things inappropriate to provisions.

PT. GA|AH TUNGGAL Tbk

3. Providing independent opinions whenever there is a difference in opinions

between the Management and the Accountant on the given sen/ice

3.1. Accepting the assignment given by the Board of Commissioners

3.2. Studying the problems

3.3. Delivering the result to the Board of Commissioners

4. Recommendation to the Board of Commissioners concerning the

appointment of Public Accountant Office

4 .1 . Having studying the list of Public Accountant Offices listed at the

Authority and paying attention to/referring to the criteria stipulated in

the General Meeting of Shareholders (RUPS), the Audit Committee

delivered the consideration to the Board of Commissioners for the

stipulation of Public Accountant Office will be appointed to audit the

Company's financial statements (balance sheet and profit and loss

statement) on the relevant financial year.

4.2. The criteria stipulated in the RUPS are as follows :

• Having an optimum audit quality;

• The exact time of audit finishing;

• Considerable audit fee;

PT. GAJAH TUNGGAL Tbk

• Having an affiliation with International Public Accountant Office;

and

• Fulfilling the criteria stipulated by the Authority.

4.3. Delivering the appointment recommendation of the Public

Accountant Office to the Board of Commissioners

5. Review on the implementation of inspection by internal Auditor

5 .1 . The Audit Committee asks for Internal Auditor Work Programs for

the relevant financial year and therefore having discussion.

5.2. The Audit Committee asks for audit report by Internal Auditor and

therefore having discussion.

5.3. The Audit Committee asks for report on Internal Auditor's inspection

on the follow-up of the management on the findings by Internal

Auditor on the previous inspections.

5.4. Writing a review report.

6. Review towards the implementation of Risk Management by the Board

6.1. Asking for risk details possibly faced by the Company.

6.2. Reviewing the implementation of risk handling which occurs and the

safety steps by the Board.

PT. GAJAH TUNGGAL Tbk

6.3. Giving inputs to the Board of Commissioners if there are things

needed to be further considered by the Board of Commissioners.

7. Review on the complaints related with accounting process and the repost

of the Company's finance

7.1. Holding a special meeting to study and discuss the complaints,

whether they are to be followed-up or not.

7.2. If the complaints need to be followed-up, the Audit Committee will

do further observation and collect the materials (data, documents

and other information) to reveal that the complaints are correct and

needed to be processed.

7.3. Writing a special report to the Board of Commissioners.

8. Review on the potential conflict of interests

8.1. The Audit Committee will observe and collect the materials needed

whenever there is a transaction containing potential conflict of

interests with valued materials.

8.2. The result of the observation will be reported to the Board of

Commissioners for the follow-up.

PT. GAJAH TUNGGAL Tbk

9. Maintaining the confidentiality of the Company's documents, data, and

information

9.1. Every member of the Audit Committee is fully responsible of the

confidentiality of the Company's documents, data and information

owned/known.

9.2. The Audit Committee has appointed a person responsible for the

record-keeping of the acceptance, keeping, and using of the

Company's documents, data and information available at the Audit

Committee.

9.3. Preparing a secure keeping.

F. CODE OF CONDUCT

In performing its duties, the Audit Committee is obliged to obey the Code of

Conduct stipulated as follows:

1. To uphold the integrity, professionalism and standard of their profession

2. in performing their duties and responsibilities they are honest, objective

and independent merely for the Company's importance

PT. GAJAH TUNGGAL Tbk

3. To avoid any activities contradictory to the law, ethics and norms

applicable in the society and any activities contradictory to the importance

and objectives of the Company

4. To not receive any compensation or anything outside what has been

stipulated as the rewards of their duties

5. In delivering their opinions, they are obliged to use sufficient and

competent evidence to support the opinion and not to use any information

related with the Company for personal importance

6. To be obliged to maintain the confidentiality of the Company's information

and not to reveal the information unless it is justified by the valid

regulations

7. To develop their ability and professionalism continuously

G. THE POLICY OF MEETING ARRANGEMENT

1. The Audit Committee holds periodical meetings at least once in 3 (three)

months.

2. The Meeting of the Audit Committee can only be performed if it is

attended by more than /4 (one half) of the members.

3. The decision of the Audit Committee meeting is taken based on

deliberation for consensus.

op PT. GAJAH TUNGGAL Tbk

4. Every meeting of the Audit Committee is reported in minutes of meeting,

including if there are dissenting opinions, signed by all members of the

Audit Committee and is delivered to the Board of Commissioners.

H. REPORTS

1. The Audit Committee is obliged to report to the Board of Commissioners

of every assignation given by the Board of Commissioners

2. The Audit Committee Is obliged to write annual report on the

Implementation of the activities performed by the Audit Committee stated

In the Company's Annual Report.

I. FUNDING

At the beginning of every year the Audit Committee proposes their activities

budget to the Board of Commissioners and the budget becomes part of the

Board of Commissioners' budget.

J. ASSIGNMENT PERIOD OF THE AUDIT COMMITTEE

The assignment period of the Audit Committee Is not more than the service

period of the Board of Commissioners as Is stipulated in the Company's

Articles of Associations and can only be re-elected for the next one period.

PT. GAJAH TUNGGAL Tbk

K. CLOSING PROVISION

This Audit Committee Charter shall come into force on the date of its

promulgation and shall be evaluated periodically in accordance with the

development of valid regulations; likewise the performance of the Audit

Committee both individually and collectively shall be evaluated by the Board

of Commissioners.

Stipulated in Jakarta

On MARCH 1, 2013

BOARD OF COMMISSIONERS

Commissioner Commissioner