The Audit Committee is comprised of three independent directors. Each of the independent director 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 2016 there were seven meetings and reported to the Board of Directors regularly. Members of the Audit Committee are as followings:
|Name||Position||Number of Attendance
/ Number of Meetings
|1. Mr. Kitti Gajanandana||Chairman of Audit Committee||7/7|
|2. Mr. Pradit Phataraprasit||Audit Committee Member||7/7|
|3. Dr. Siri Ganjarerndee||Audit Committee Member||7/7|
|Secretary to Audit Committee||Position|
|Mr. Jakkalin Kornkul||Assistant Vice President - Internal Audit|
Mr. Kitti Gajanandana is an Audit Committee member qualified for auditing the Company’s financial statement and acting as Chairman of Audit Committee.
Scope of Authority, Duties and Responsibilities of the Audit Committee
- To review the Company’s financial statements 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 other matters.
- To evaluate that there are adequate budget, human resource, and independence of internal auditors for an efficient internal audit system; to recommend any appointment, transfer, termination of head and any staff within internal audit department or any relevant units.
- To review the Company‘s compliance with all laws pertaining to its business and the regulations of the Securities Exchange Commission and the Stock Exchange of Thailand.
- To propose, appoint, and terminate external auditors; to propose audit fee; and to attend meeting with external auditors, without management presence, at least annually.
- To disclose adequately and accurately all information pertaining to connected transactions or transactions that may have conflict of interest as required by rules and regulations of the Securities Exchange Commission and the Stock Exchange of Thailand.
- To ensure that the Company has an adequate system of risk management.
- To establish whistle-blowing process for the purpose of receiving lead to potential corruption and/or any financial irregularities as well as provide identity protection to whistle-blower.
- To prepare the Audit Committee Report, signed by the Chairman of Audit Committee, and published in the Company’s annual report. The report shall consist of followings:
- Opinion on the credibility of financial reporting
- Opinion on the adequacy of 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 external auditor(s)
- Opinion on connected transaction and conflict of interests
- Number of meetings and meeting attendances of the Audit Committee
- Overall opinion or observation by the Audit Committee formed during performance of duty as per 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 per quarter.
- To have an authority to summon directors, management, department heads, and any employees to discuss and/or answer 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 impact 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 corruption and/or irregularities in relation to internal control system
- Violation of any rules and regulations as stipulated by the Securities Exchange and 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.