Corporate Governance

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.
    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
    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
          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.
    3. At least one member is required to possess sufficient knowledge and experience to determine the reliability
        of the financial statement.
    4. The Board of Directors appoints a member of Audit Committee the chairman of the Audit Committee.
    5. 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
    6. 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.
    7. 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.
    8. 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).
    9. 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

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

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.