Audit and Corporate Governance Committee

The Audit and Corporate Governance Committee comprised 4 members are as follows:

The Audit and Corporate Governance Committee who has adequate expertise and experience to review creditability of the financial statements is Mr. Preecha Leelasithorn and the Secretary to the Audit and Corporate Governance Committee is Miss Suansri Suankul.

Term of Office

The Audit and Corporate Governance Committee serves a term of three years since the appointment date. The retiring members of the Audit and Corporate Governance Committee shall be re-elected. In cases of vacancy for the member of Audit and Corporate Governance Committee due to other reasons aside from retirement by rotation, the Board of Directors shall appoint those possessing complete qualification to be the member of Audit and Corporate Governance Committee in order to replace the vacant position as specified by the Board of Directors. The replacement member will serve only the remaining term of the Audit and Corporate Governance Committee member whom he/she replaces.

Authority, Duties and Responsibilities of Audit and Corporate Governance Committee

Audit

1. Review and ensure that the Company has in place financial reports that are correct and adequate.
2. Consider and review related transactions or those tractions that may involve a conflict of interest, so that they comply with the applicable laws and regulatory requirements of the Stock Exchange of Thailand. As such, this is to ensure that such transactions are reasonable and for the maximum benefits of the Company.
3. Review and ensure that the Company has in place both internal control and internal audit systems that are appropriate and effective.
4. Review and ensure that the Company fully complies with all laws on securities and securities exchange, the regulations of the Stock Exchange of Thailand, and other laws applicable to the Company’s business.
5. Review the formulation of policies and procedures for handling complaints related to financial accounts, audit, internal audit, internal control, and risk management that the Company receives from employees or other persons in order to examine the information and report the results to the Board of Directors. In this regard, the whistleblowers must be ensured that they have an independent investigation process and an appropriate follow up action.
6. Consider and review the regulations and the audit procedures to ensure that it is consistently appropriate with the business environment.
7. Review the operation of the Internal Audit regarding the following matters:
   • Consider the scope of work, the annual audit plan and budget, including personnel, so that they are appropriate with the scope of work and adequate to support the duties and responsibilities of the Audit and Corporate Governance Committee
   • Consider the appointment, transfer, or termination of the Head of the Internal Audit Department
   • Consider the performance report
   • Consider the independence of the Internal Audit Department
8. eview self-assessment forms for the Company’s anti-Corruption measures and related documents under Thailand’s Private Sector Collective Action Coalition Against Corruption and supervise the implementation of anti-corruption policies and guidelines.
9. Authorized to select, nominate, terminate, propose remunerations, and supervise the operation of external auditor(s) and Internal Audit, as well as review the policy on determining services that are not related to external auditor(s)’s audit (including the outline of the service to be submitted for pre-approval if necessary) and attend a meeting with external auditor(s) without the management at least once a year.
10. Provide suggestions to external auditor(s) to review certain transactions that may be necessary or important during the auditing process of the Company and subsidiaries.
11. Review the report of external auditor(s) and submit to the management for adjustments as well as follow up on such suggestions.
12. Consider the adequacy and efficiency of coordination between external auditor(s) and Internal Audit.
13. Act on received information from the external auditor as soon as possible regarding suspicious activities of directors, managers or persons responsible for operating the Company that may constitute a breach of Section 281/2 Clause 2, Section 305, 306, 308, 309, 310, 311, 312 or 313 of the Securities and Exchange Act and promptly check the information received and report preliminary findings in the first instance to SEC and the external auditor within 30 days from the date when a given breach was reported.
14. Report the performance to the Board of Directors, as well as prepare and disclose the report of the Audit and Corporate Governance Committee in the Company’s Form 56-1 One Report. The report of the Audit and Corporate Governance Committee must be signed by the Chairman of the Audit and Corporate Governance Committee and consist of the following minimum information:
    • An opinion on the accuracy, completeness, and creditability of the Company’s financial report
    • An opinion on the adequacy of the Company’s internal control system and risk management system
    • An opinion on the compliance with laws pertaining to Securities and the Stock Exchange, the regulations of the Stock Exchange, or laws pertaining to the Company’s
    • An opinion on the suitability of external auditor(s)
    • An opinion on the transactions that may lead to conflict of interest
    • The number of the Audit and Corporate Governance Committee’s meetings and the meeting attendance by each member
    • An opinion or overview comments of the Audit and Corporate Governance Committee derived from their performance under the scope of the Audit and Corporate Governance Committee Charter
    • Other transactions that should be disclosed to the shareholders and general investors within the scope of duties and responsibilities assigned by the Board of Directors according to the Audit and Corporate Governance Committee’s opinion
15. Report to the Board of Directors upon finding or having doubt about the following actions or transactions which may significantly affect the financial position and performance of the Company in order to find remedy within a period deemed appropriate by the Audit and Corporate Governance Committee:
    • Transaction which may cause conflict of interest
    • Complaint or fraud whistleblowing or major impairment of the internal control system
    • Violations of laws pertaining to Securities and the Stock Exchange, the regulations of the Stock Exchange, or laws and standards pertaining to the Company’s business. Should the Board of Directors or the management fail to remedy the issues within the timeline specified in clause one, a member of the Audit and Corporate Governance Committee may report the issue to the SEC or the SET.
16. Follow all issues mentioned above, regarding the business operations of subsidiaries, as assigned or requested by the subsidiaries and to the extent within the power of the Audit and Corporate Governance Committee.
17. Perform any other act assigned by the Board of Directors with approval of the Audit and Corporate Governance Committee.

Corporate Governance

1. Consider and review the Company’s Good Corporate Governance Policy, Business Ethics, Anti-Corruption Policy, Inside Information Policy, or other related documents to be in line with Good Corporate Governance Principles in order to present to the Board of Directors for approval.
2. Review and give advice on the implementation of Good Corporate Governance Principles of related sectors, such as The Securities and Exchange Commission, Thailand, The Stock Exchange of Thailand, Thai Institute of Directors, etc.
3. Follow up on corporate governance practices to be in line with the established policies and report the performance to the Board of Directors for acknowledgment regularly.
4. Coordinate with sub-committees and working groups in considering issues related to corporate governance and anti-corruption, as well as give recommendations as necessary.
5. Encourage the Company to communicate with directors, executives, employees at all levels, and related parties in an adequate and continuous manner, so that they will all be fully aware of and understand the Corporate Governance Policy and Guidelines, Business Ethics and Code of Conduct, and Anti-Corruption Policy and related guidelines.
6. Comply with Anti-Corruption Policy and related guidelines.
7. Undertake any other activities regarding corporate governance as assigned by the Board of Directors.

The Audit and Corporate Governance Committee has authority to take following actions: inviting directors, employees, staff to attend the meeting to clarify and answer any question relating to the Committee’s duties and responsibilities; discussing with the Company’s expert or consultant (if any) or hiring a third-party consultant or specialist if necessary at the Company’s expenses; requesting the Company’s employees to submit necessary documents about the Company’s operations for auditing or investigation for work accomplishment; assigning any employee or staff to take particular action to support auditing activities; and taking action specified above in relations to subsidiaries as assigned or requested by subsidiaries and within scope of their authority and duties.

As the Internal Audit Unit has not been established, S.C. Accounting & Business Consultant (1995) Co., Ltd., a third party company, with no relationship with the Company and subsidiaries, was employed to be the internal auditor responsible for auditing internal control system of the Company and subsidiaries in order to ensure adequacy and appropriateness of our internal control system.