The details as of 31 December 2018
The Audit Committee is comprised of three independent directors. Each of the independent directors has sufficient knowledge, experience, and qualification as per rules and regulations stipulated by The Stock Exchange of Thailand and The Securities and Exchange Commission. The term of an Audit Committee member is 4 years and could be re-elected by the Board of Directors. In the event that a vacancy occurs for any reason other than the expiration of the term, the Board of Directors will appoint another person who is qualified under SET regulations and requirements, as a replacement member of the Audit Committee. The replacement member will only serve for the remaining period of the term.
The Audit Committee is comprised of three independent directors. The Audit Committee meetings are normally held at least on a quarterly basis. In 2018 there were five meetings and reported to the Board of Directors regularly. Members of the Audit Committee are as follows:
|Audit Committee Members during 2018||Position Title||Number of Attendance / Number of Meetings|
|1. Mr. Rathian Srimongkol *1||Chairman of Audit Committee
(Since August 6, 2018)
|2. Mr. Kris Thirakaosal *2||Audit Committee Member
(Since September 20, 2018)
|3. Mr. Bancha Wudhiprecha *3||Audit Committee Member
(Since November 14, 2018)
|4. Dr. Siri Ganjarerndee *4||Chairman of Audit Committee
(Until July 24, 2018)
|5. Mr. Pradit Phataraprasit *5||Audit Committee Member
(Until July 24, 2018)
|6. Mr. Weidt Nuchjalearn *6||Audit Committee Member
(Until September 2, 2018)
*1 Mr. Rathian Srimongkol was appointed to be an independent director, effective on 15 May 2018 onward and he was appointed to take the position of “Chairman of the Audit Committee”, effective on 6 August 2018 onward.
*2 Mr. Kris Thirakaosal was appointed to be an independent director and Audit Committee Member, effective on 20 September 2018 onward.
*3 Mr. Bancha Wudhiprecha was appointed to be an independent director and Audit Committee Member, effective on 14 November 2018 onward.
*4 Dr. Siri Ganjarerndee has resigned from the position of an independent director and Chairman of the Audit Committee, effective on 25 July 2018 onward.
*5 Mr. Pradit Phataraprasit has resigned from the position of an independent director, Chairman of the Board of Director, and Audit Committee Member, effective on 25 July 2018 onward.
*6 Mr. Weidt Nuchjalearn has resigned from the position of an independent director and Audit Committee Member, effective on 3 September 2018 onward.
Secretary to Audit Committee
|Mr. Jakkalin Kornkul||Assistant Vice President - Internal Audit|
Mr. Rathian Srimongkol is an Audit Committee member who qualified for reviewing the Company’s financial reporting and taking the position of Chairman of the Audit Committee.
Scope of Authority, Duties, and Responsibilities of the Audit Committee
- To review the Company’s financial reporting to ensure that financial reports are fairly presented in all material respects.
- To ensure that the Company’s internal control system is adequate and efficient, encompassing all relevant operational, financial reporting, and compliance.
- To evaluate to ensure that the efficient internal audit system exists according to the international internal auditing standards. In addition, it evaluates the adequacy of the budget, personnel, and independence of internal auditors including to recommend the appointment, transfer, termination and evaluate the performance of the head of internal audit department and other staff in the internal audit department or any relevant units who take care of internal audit work.
- To review the Company‘s compliance with all laws pertaining to its business and the regulations of the Securities and Exchange Commission and the Stock Exchange of Thailand.
- To propose and appoint a Certified Public Accountant, to propose audit fee; and to attend a meeting with them, without management presence, at least once a year.
- To disclose adequately and accurately all information pertaining to the connected transactions or transactions that may have a conflict of interest as required by rules and regulations of the Securities and Exchange Commission and the Stock Exchange of Thailand. In addition, it considers disclosing the sufficient information when the connected transaction or conflict of interest exists to ensure that those transactions are reasonable and make the highest benefits for the Company.
- To ensure that the Company has an efficient risk management system.
- To establish the whistle-blowing process for the purpose of receiving lead to potential corruption, corporate fraud, and/or any financial irregularities as well as provide identity protection to the whistle-blower.
- To prepare the Audit Committee Report, signed by Chairman of the Audit Committee, and published in the Company’s annual report. The report shall consist of the following contents:
- Opinion on the completeness in all material respects and reliability of the financial reporting
- Opinion on the adequacy of the internal control system, risk management, and anti-corruption measures
- Opinion on compliance with rules and regulations as stipulated by the Securities and Exchange Commission, the Stock Exchange of Thailand and any applicable business laws
- Opinion on the appropriateness of the Certified Public Accountant
- Opinion on connected transaction and conflict of interests
- Number of meetings and meeting attendances of the Audit Committee members
- Overall opinion or observation by the Audit Committee formed during performance of duty as per the Audit Committee Charter
- Other matters deemed necessary for shareholders to acknowledge while in accordance with duties and responsibilities assigned by the Board of Directors.
- To report to the Board of Directors the work carried out by the Audit Committee at least once a quarter.
- To have an authority to summon directors, management, department heads, and any employees to discuss and/or provide answers to the Audit Committees’ inquiry.
- Under the performance of duty, should the Audit Committee has found or suspected that any transaction or action may cause material impacts to the Company's financial position and/or operation, the Audit Committee is required to report to the Board of Directors for a timely rectification. Transaction and action may include:
- Any transaction that may create conflict of interests
- Any fraud, corruption and/or important irregularities in relation to the internal control system
- Violation of any rules and regulations as stipulated by the Securities and Exchange Commission, the Stock Exchange of Thailand and any relevant business laws
- To perform any other tasks as assigned by the Board of Directors and agreed by the Audit Committee.