Corporate Governance

Appendix : Charter of Audit Committee

Appendix : Charter of Audit Committee
Table 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
  • Report the monthly summary of operation performance in comparison with the objectives and budget; indicate reasons for significant deviation between the result and the objectives; and provide details about conditions and obligations in any agreements.
  • Report the changes in the accounting policies, accounting system and the financial reports.
  • Report quarterly and annual financial statements.
  • Report the new accounting standards and the impacts on the Company.
  • Reports the Notifications of the SEC and the SET in regard to financial statement.
  • Provide comments about accuracy, completion and reliability of the Company’s financial reports.
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
  • Present the charter of Internal Audit Department for annul review.
  • Propose the work plan and budget plans for Internal Audit
  • Report audit result; monitor and review the adequacy of the internal control periodically.
  • Report the opinions from observation in the management letter of the auditor.
  • Report the standard of internal audit
  • Report Reports the Notifications of the SEC and the SET, which relate to the Company.
  • Complete the report on performance evaluation of the internal control system of the Company and the subsidiaries under the standards of the internal audit and the regulations of the SET and the SEC.
  • Report the results about key improvement of the internal control system; provide opinions about the adequacy in the parent company and the subsidiaries; provide opinions about the independence of the internal audit department, which will be submitted to the Audit Committee.
  • Seek approval to the appointment, transfer and employment termination of the head of the internal audit department
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
  • Summarize key legal reports including the revenue codes and other regulations to be followed.
  • Report the changes in regulations of the SET and the SEC as well as related laws.
  • Reaffirm the compliance of the revenue code and relevant laws.
  • Report the compliance with laws, contracts and related requirements.
  • Provide opinions about the result of the examination on compliance with laws, regulations and requirement that the Company has to follow.
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
  • Report the performance of the auditor and the duration that the auditor performed other works for the Company and the subsidiaries; nominate an authorized auditor and suggest audit fee.
  • Reaffirm the independence
  • Arrange the meeting schedules particularly for the auditor.
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
  • Compile names of directors and management as per the criteria of the SET and their gains/losses from stakeholding, The compilation shall comply with the criteria and requirements announced by the Capital Market Advisory Board. Submit the details from the compilation to Board of Directors and the chairman to Audit Committee.
  • Review connected transactions and other transactions as specified by laws and proceed with steps as announced by the SEC and the SET.
  • Notify of connected transactions and transactions that may lead to a conflict of interest and supply related proof to indicate fair pricing and to bring the most benefits. Report such transactions to the Audit Committee of the management to acknowledge or consider.
  • Report the examination results of such transactions
6. Ensure the Company’s effective risk management Management, Department Executives,
Internal Audit
  • Meet with the related management to review whether the Company has determined risks and deployed risk management.
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
  • Propose a draft corporate governance report to the Audit Committee in accordance with the corporate governance principle. The draft must be accompanied with evidence and supporting information as specified by the SET.
  • Express opinions concerning the compliance with securities laws, requirements of the SET or other laws relating to the Company’s business.
  • Provide opinions about transactions that may lead to a conflict of interest, seeing whether the procedure for such transactions was accurately followed.
  • Provide opinions about the suitability of the auditor.
  • Report other transactions that shareholders and general investors should know, based on the scope of responsibilities assigned by the Board of Directors.
8. Report the operation performances of the Audit Committee to the Board of Directors at least four times a year. Secretary and Audit Committee
  • Propose the draft of the performance report of the Audit Committee.
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
  • In case the Director of the Office of Directors, directors, or director for the finance or internal audit departments find any transactions or actions that may significantly impact the Company’s financial position and operating performance, they must report to the Audit Committee along with supporting information immediately
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
  • The auditor sends the letter to the chairman of the Audit Committee and letter copies to all members of the Audit Committee through the secretary of the Audit Committee, strictly confidential and immediate.
  • The secretary of the Audit Committee arranges Audit Committee meetings in accordance with the auditing principles outlined and announced by the Capital Market Advisory Board.

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