การกำกับดูแลกิจการ

Audit Committee Charter

Audit Committee Charter
    The Board of Directors realizes the significance of good corporate governance as it is a key mechanism
to boost operation and add value to the company as well as ensure sustainable growth. Therefore, the
Company establishes the Audit Committee to support the operation of the Company’s Board of
Directors, ensuring that the Company’s operation is efficient and effective as well as conform to related
laws. The Committee also creates creditability in disclosure of financial information. In addition, the
Committee also ensures that the Company has sufficient internal control and internal audit system as
well as sufficient and appropriate risk management and corporate governance operation. In order to
achieve the objectives, the Charter for Audit Committee is established.

1 Scope of authority and responsibilities
The Audit Committee holds the following duties and responsibilities:
    1. Review the financial reports, ensuring that they are accurate and adequate.
    2. Review the Company’s internal control system and internal audit system and make sure that they are
        appropriate and effective; review and approve the charters of the internal organization, business plans
        and budget; ensure the independence of the internal audit department; provide opinions concerning
        appointments, transfers, and employment termination of the internal audit head or of any other
        departments overseeing internal audit affairs.
    3. Review the Company’s operations and make sure that they conform to securities laws, laws relating to
        the Stock Exchange of Thailand, and any other laws related to the Company’s business.
    4. Consider selecting and nominating an independent individual as the Company’s authorized auditor as well
        as proposing the auditor fee; attend the meetings with the authorized auditor, without the presence of the
        management, at least once a year.
        Review connected transactions or some transactions that may cause conflicts of interest in order to ensure
        that those transactions are in compliance with the regulations of the Stock Exchange of Thailand and
        make sure that those transactions are justified and bring maximum beneficial to the Company.
    5. Review connected transactions or some transactions that may cause conflicts of interest in order to ensure
        that those transactions are in compliance with the regulations of the Stock Exchange of Thailand; and
        make sure that those transactions are justified and bring maximum beneficial to the Company.
    6. Prepare Audit Committee Report to be included in the Company’s annual report; the report must be
        signed by the Chairman of the Audit Committee and at least contain the following details:
        a) Opinions concerning accuracy, adequacy and reliability of the Company’s financial reports
        b) Opinions concerning sufficiency of the Company’s internal control system
        c) Opinions whether the Company follows the laws related to securities and the stock market,
            regulations of the Thai stock market and the laws related to the Company’s business
        d) Opinions whether the Company’s auditor is qualified
        e) Opinions concerning some transactions that may cause conflicts of interest
        f ) Opinions in regard to the number of the Audit Committee meetings and the attendance of each member
        g) Opinions or overall notes that the Audit Committee receives from the charter-based operation
        h) Other matters that should be disclosed to the shareholders and investors under the scope of
            responsibilities assigned by the Board of Directors
    7. Perform other duties as assigned by the Board of Directors and approved by the Audit Committee.
    8. Review the Company’s risk management as well as ensure that the Company has a system to prevent
        fraud and corruption and that the Company accurately and effectively complies with anticorruption policies.
    9. Report the operation performances of the Audit Committee to the Board of Directors at least four times a year.
    10. Be empowered to hire advisors or external parties, as stated by the Company’s regulations, to provide
          opinions or consultancy as necessary.
    11. Be empowered to invite directors, management, department heads, or the Company’s employees to
          discuss or answer the Audit Committee’s questions.
    12. Review the scope of authority and responsibilities and evaluate the annual performance of the Audit Committee.
    13. Should the Audit Committee find that the following matters may have a significant impact on the
          Company’s financial position as well as its operating performance, the Committee will report to the
          Board of Directors so as to solve the issue within the set timeframe as found appropriate by the Audit Committee.
          13.1 Transactions involving conflicts of interests
          13.2 Corruptions or unusual matters or significant defects of the internal control system
          13.3 Violation of the laws concerning rules and regulations of the Stock Exchange of Thailand, and
                  any other laws related to the Company’s business
    14. In case the auditor finds some unusual actions that may indicate that any directors, managing directors
          or any individuals in charge of the Company’s operation violate the laws, the auditor should notify the
          Audit Committee for immediate scrutiny. The preliminary scrutiny result should be submitted to the office
          and the authorized auditor within 30 days, starting from the date the auditor reports such suspicious
          actions. The method to seek the fact about such actions must comply with the regulations of the Capital
          Market Supervisory Board..
    15. Review and amend the charter of the Audit Committee as well as reference issues once a year; and
          propose the amended charter of the Audit Committee to the Board of Directors for approval. This can
          be done only at the Board of Directors meetings.

2 Composition and qualification
The composition of the Audit Committee is as follows.
    1. The Audit Committee shall consist of at least three members, all of whom are independent
        directors whose qualifications match the Notifications of the SEC and the SET.
    2. The Audit Committee must be appointed by the Board of Directors or the shareholders.
        At least one member is required to possess sufficient knowledge and experience to determine the
        reliability of the financial statement.
    3. The Board of Directors appoints a member of Audit Committee the chairman of the Audit Committee.
    4. A member of Audit Committee or an independent director shall not hold shares in the company
        where he/she holds the director position at more than 0.5% of the total shares with the voting
        rights of the parent companies, the subsidiaries and the affiliates or controlling parties, including
        the shareholding of related parties.
    5. A member of Audit Committee must not be a director involving in management, an employee,
        a worker, an advisor, who receive monthly salaries, or a person with controlling power of the
        company, the parent company, the subsidiary, the affiliate and the subsidiary at the same level.
    6. A member of Audit Committee must not have blood relationship or registered relationship, as
        a parent, a spouse, a sibling, a child; must a not a spouse of a child of an executive, a major
        shareholder, a person with controlling power; and must not be a person nominated as an
        executive or a person with controlling power of the Company or the subsidiaries.
    7. A member of Audit Committee must not have a business relation with the auditors or the
        providers of other professional services, such as legal service, financial service or asset
        appraisal service and etc. (from the present and two years before the appointment).
    8. The Audit Committee appoints a director for the Internal Audit and System Development
        Department as a secretary of the Audit Committee, who holds the duty of preparing meeting
        documents and complete the reports to be submitted to the Board of Directors at least once
        quarterly. The secretary of the Audit Committee shall attend the meetings but hold no voting
        rights. The secretary, however, can present fact so that the Audit Committee can examine
        particular matters. The secretary of the Audit Committee can also appoint one assistant.

3 Term of the position
    1. A member of Audit Committee shall serve the term of three years. A member who has
        completed the term may be reelected. In addition to the expiration of term, the term of the
        members of the Audit Committee is terminated due to the following reasons:
        (1) Death
        (2) Resignation
        (3) Be unsuitable or unqualified, according to this regulation or the criteria of the SET
        (4) Removal by resolution of the Board of Directors
    2. In case a member of Audit Committee wish to resign prior to the completion of the term, he/she
        shall notify his/her intention as well as the reasons for resignation at least one moth in advance.
        The advance notification can allow the Board of Directors and the AGM to consider appointing
        a qualified person as the replacement. The Company is also required to notify the resignation
        of any members of the Committee to the SET.
    3. In case all members of the Audit Committee complete the term at the same time, the entire
        committee shall remain in the position until the new Audit Committee is appointed and take theposition.
    4. In case of a vacancy in the Audit Committee due to other reasons than the expiration of the
        term, the Board of Director shall appoint a qualified person to replace the leaving person within
        90 days in order to ensure that the number of members of the Audit Committee meets the
        requirement of the Board of Directors. A replacement can serve only the remaining term of the predecessor.

4 Meeting
    1. The Audit Committee shall convene at least four meetings to review financial statement, internal
        control, internal audit, risk management and compliance with related laws.
    2. In calling a meeting, the chairman of Audit Committee or the secretary of the committee under
        supervision of the chairman, sends the meeting invitation letter no less than seven days prior
        to the meeting, except for certain emergency cases that other means of meeting invitation or
        calls for meetings with a shorter notice are allowed.

5 Quorum
    1. At least half of the total members must attend the meeting in order to meet a quorum.
    2. In case of the absence of the chairman, a member can be selected to chair the meeting. The
        voting result is based on majority votes.
    3. One member holds one vote. Any member who may stand to gain or lose in relation to any
        item on the agenda, shall not vote on the matter thereof. If the voting results in a tie, the chair
        of the meeting shall cast an additional decisive vote.

6 Remuneration
    The Board of Directors shall consider the appropriate remuneration for the members of Audit Committee,
with the determined amount to be submitted for approval from the AGM.

7 Responsible Unit
    The head of units or the units and the management relating to the performance of Audit Committee
shall be responsible for completion and compilation of information and reports to be submitted to the
Audit Committee for their acknowledgment/ review or other procedure as stated in the appendix of this
charter.