1. AUDIT AND CORPORATE GOVERNANCE COMMITTEE
The Audit and Corporate Governance Committee comprised three members are as follows:
|1. Mr. Preecha Leelasithorn||Chairman of Audit and Corporate Governance Committee|
|2. Mr. Kriengsak Thiennukul||Member of Audit and Corporate Governance Committee|
|3. Mr. Charoen Sangvichaipat||Member of Audit and Corporate Governance Committee|
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
- To review the Company’s financial reports and ensure its accuracy and adequacy.
- To review the Company’s internal control and internal audit systems and ensure that they are suitable and effective.
- To review and ensure the Company’s compliance with the law on securities and exchange, regulations of SET, the laws, and the standards relating to the Company’s business.
- To consider, select, nominate and terminate an independent person for appointment as the Company’s auditor and propose remuneration for such person, and for the termination of such appointment; as well as to attend a non-management meeting with the auditor at least once a year.
- To consider related party transactions or transactions that may lead to conflicts of interest and ensure that they are in compliance with the laws and the regulations of SET and reasonable as well as creating the highest benefit for the Company.
- To report the performance to the Board of Director as well as to prepare and to disclose the Report of the Audit Committee in the Company’s annual report. This report must be signed by the Chairperson of the Audit Committee and must contain at least the following information:
- an opinion on the accuracy, completeness and credibility of the Company’s financial reports
- an opinion on the adequacy of the Company’s internal control system and risk management system;
- an opinion on the compliance with the law on securities and exchange, the regulations of SET, or the laws relating to the Company’s business
- an opinion on the suitability of an auditor
- an opinion on the transactions that may lead to conflicts of interest
- the number of the Audit Committee’s meetings and the attendance at such meetings by each committee member
- an opinion or overview of comments received by the Audit Committee from its performance of duties in accordance with the charter; and
- other reports which should be disclosed to the shareholders and general investors
within the scope of duties and responsibilities designated by the Board of Directors.
- To review Internal Audit unit’s operations in the following aspects:
- Consider the scope of operations, annual audit plan and budget, and performance of personnel to ensure that they are suitable and aligned with the scope of operations and adequate for supporting the performance of duties of the Audit Committee, as well as the development and the verification of internal control system and risk management efficiency;
- Consider the scope of operations, annual audit plan and budget, and performance of personnel to ensure that they are suitable and aligned with the scope of operations and adequate for supporting the performance of duties of the Audit Committee
- Consider the performance report; and
- Consider the independence of Internal Audit unit.
- To verify the correctness of self-assessment form on the anti-corruption practice of the Company, including the documents relating to Thailand’s Private Sector Collective Action Coalition Against Corruption, and to ensure that the policy and the anti-corruption practices are being followed.
- To review the auditing rules and procedures and ensure they always fit with business circumstances.
- To report the Board of Directors when the Audit Committee finds or suspects any of the following transactions or acts, which could materially affect the Company’s financial position and operating results, in order to inspect and take a corrective action within the period of time that the Audit Committee deems fit:
- a transaction which causes conflicts of interest;
- a complaint or whistleblowing on a fraud or unusual practice or material defect in relation to the internal control system; and
- a violation of the law on securities and exchange, the SET’s regulations or the laws and standards relating to the Company’s business.
- In the event that the Board of Directors or executives fails to have the corrective action taken within the time period specified in the first paragraph, any member of the Audit Committee may report the occurrence of any such transaction or act specified in the first paragraph to SEC or SET.
- To perform duties as mentioned in No. (1) – (10) in the part that is related to business operation of subsidiaries as the Audit Committee has been assigned to do so or upon request from the subsidiaries. Also, such performance must be within scope of their authority and duties.
- To perform any other act as assigned by the Board of Directors, provided that such matter must be approved by the Audit Committee.
The Audit 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.