Corporate Governance
Appendix : Charter of Audit Committee
Appendix : Charter of Audit CommitteeTable of Duties and Responsibilities
As the scope of duties and responsibilities of the Audit Committee involve many parties, who are required to report or provide relevant information. Therefore,
the Company determines clear duties and responsibilities of the heads of departments or units relating to the operation of the Audit Committee in order to support the work of
Audit Committee, as on their scope of authority and duties as assigned by the Board of Directors.
Scope of Authority and Duties of Audit Committee |
Persons/ departments in charge |
Reporting Duty |
---|---|---|
1. Review the financial reports, ensuring that they are accurate and adequate. |
Management, Executives in the accounting and finance department, accounting and finance department |
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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. |
Management, Department Heads, Internal Audit Department |
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3. Review the Company’s operations and make sure that they conform to securities laws and laws relating to the Stock Exchange of Thailand and any other laws related to the Company’s business. |
CEO, Managing Director, Management, Department Executives, Legal Department, Finance Department and Internal Audit Department |
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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. |
Audit Committee, Executive of the Accounting and Finance Department, Authorized Auditor, Internal Audit Department |
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5. Review connected transactions or some transactions that may lead to conflicts of interest in order to ensure that those transactions are in compliance with the laws and regulations of the Stock Exchange of Thailand. |
CEO, Managing Director, Department Executives, Accounting and Finance Department and Internal Audit Department |
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6. Ensure the Company’s effective risk management |
Management, Department Executives, Internal Audit |
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7. Prepare Audit Committee Report to be disclosed in the Company’s annual report; the report must be signed by the Chairman of the Audit Committee and contain minimum information as required by the Stock Exchange of Thailand. |
Management, Company’s secretary, Audit Committee |
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8. Report the operation performances of the Audit Committee to the Board of Directors at least four times a year. | Secretary and Audit Committee |
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9. In performing duties, should the Audit Committee finds some suspicious matters, which 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. |
Management and Executive of Accounting and Finance |
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10. In case the auditor finds some suspicious actions that may indicate that any directors, managing directors, managers any individuals in charge of the Company’s operation violate the laws, the auditor should notify the Audit Committee of such suspicious actions for immediate scrutiny. The Audit Committee reports 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. |
Auditor and secretary of the Audit Committee |
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Attachments : 1. Sections relating to the Securities Act (Issue 4) B.E. 2551
2. Notification of the Stock Exchange of Thailand: Qualifications and Operational Scope of Audit Committee B.E. 2551
3. Notification of the Securities and Exchange Commission Kor (Wor) At 32/2551: Amendment of regulations about independent directors and Audit Committee