The Audit Committee
|1. Mr. Chokechai Tanpoonsinthana|
|2. Mr. Pongthep Polanun|
|3. Mr. Sripop Sarasas|
Corporate Secretary: Mr. Voravit Wattanakuljarus
Authority, Duties and Responsibilities of the Audit Committee
Authority of the Audit Committee
The Audit Committee has the authority to perform any act as determined by the Board of Directors as shown in Duties and Responsibilities of the Audit Committee:
- Under its scope of authority, the Audit Committee is authorized to call for or order the management, heads of offices, or any employees to present opinions, attend meetings or submit any required or necessary documents.
- Consider, select and nominate the Company's auditor as well as the auditor's remuneration to the Board of Directors, and propose this at the Annual General Shareholders Meeting for the Company's shareholders approval. Assess the auditor's performance and other tasks related to the audit.
- Make the final decision in a case where the management team disagrees with the auditor on financial reports.
- Consider the disclosure of Company information in any case where there is a connected transaction or transaction that may lead to a conflict of interest, so as to ensure accurateness, completeness, and at all times compliance with the laws and regulations.
- Review the auditor's report of investigation and discuss with the management team the assessment policy and risk management.
- Hire external advisors or specialists to make comments or give advice as necessary.
- Set up a meeting with the auditor without the management team or company representatives.
Duties and Responsibilities of the Audit Committee
- Review the accuracy of the Company's quarterly and annual financial reports in accordance with generally accepted accounting principles and ensure there is adequate disclosure.
- Review the Company's internal control system and internal audit system to ensure that they are suitable and efficient and ensure the independence of the internal audit department. In addition, the Audit Committee may appoint, change or remove the head of the internal audit department or any other department responsible for internal audit tasks.
- Review the Company's compliance with the laws on securities and exchange; the regulations of the Stock Exchange of Thailand (the 'SET'); and the laws relating to the Company's business.
- Consider, select and nominate an independent person to be the Company's auditor, propose the auditor's remuneration, and attend a non-management meeting with the auditor at least once a year.
- Review all connected transactions or transactions that may lead to conflicts of interest and so ensure that they are in compliance with the related laws and the regulations of the SET and that they are reasonable and bring the highest possible benefits to the Company.
- Prepare reports to be signed by the Chairman of the Audit Committee and disclosed in the Company's Annual Report. These reports must contain the following information:
- An opinion on the accuracy, completeness and reliability of the Company's financial report
- An opinion on the adequacy of the Company's internal control system
- An opinion on the compliance with the laws on securities and exchange, the regulations of the SET and the laws relating to the Company's business
- An opinion on the suitability of the external auditor
- An opinion on transactions that may lead to conflicts of interest
- The number of Committee meetings held and the members' attendance record
- Any comments or opinions received by the Committee regarding its performance in accordance with its Charter
- Any other transaction which, according to the Committee's opinion, should be known to the shareholders and general investors, subject to the scope of duties and responsibilities as assigned by the Board of Directors
- Perform other tasks as requested by the Board of Directors and other tasks which the Audit Committee agrees to perform.