The Board has appointed committees other than the Board of Directors to assist in governing the company and increase efficiency and flexibility of the working process. At the Extraordinary Shareholders’ Meeting No. 4/2005 on 31 August 2005, the Meeting has appointed 3 audit committees, each has 3-year tenure. All 3 audit committees are independent directors as set forth below.

Mrs. Pochaman Pasawat Chairman of the Audit Committee
Mr. Pracha Phathayakorn Audit Committee
Assc.Prof. Dr. Ruth Banomyong Audit Committee

The Committee has the following duties and responsibilities

1) Audit the financial statements to ensure accurate and adequate disclosure by cooperate with external auditor and management responsible for preparing both quarterly and annual financial statements. The audit committee may suggest external auditor to audit or inspect any items deemed appropriate during the auditing process.

2) Ensure that the company has appropriate and effective internal control and internal audit systems. The audit committee will conduct inspection with external accounting auditor and internal audit.

3) Ensure that the company’s operation is consistent with the regulations concerning Securities and Securities Exchange as specified by Stock Exchange of Thailand or any applicable business laws.

4) Consider and propose company’s accounting auditor and determine the accounting auditor’s remuneration considering credibility, available resources, auditing workload of such auditor, and experience of the appointed accounting auditor. The audit committee shall propose details to the Board of Directors for further approval from shareholders’ meeting.

5) Consider information disclosure in case of connected transaction or any transactions that may cause conflict of interest to ensure accurate and complete disclosure. The audit committee must consider the details and propose to the Board of Directors for further approval from shareholders’ meeting.

6) Prepare Audit Committee Report for the company’s annual report. The Chairman of Audit Committee will affix signature on the report. The report shall comprise of following details.

  • Opinion concerning information preparation and disclosure in the financial statements concerning correctness, completeness, and reliability.
  • Opinion concerning the adequacy of the company’s internal control system.
  • Reason why the company accounting auditor should qualify another term.
  • Opinion concerning compliance with the regulation concerning Securities and Securities Exchange, regulations of the Stock Exchange of Thailand, or applicable business laws.
  • Other report or information that shareholders or general investors should know under the scope and responsibilities appointed by the Board of Directors.

7) Other activities as appointed by the Board of Directors with the consent from audit committee, such as review financial and risk management policies, review management’s business ethics, and review important report with management that must be published to the public, for example, Management Discussion and Analysis

The audit committee has power and responsibility to ask executive, management, or employees to report, give opinion, join meeting, or submit necessary reports.

In all, the audit committee has the authority to amend its scope of responsibility as deemed appropriate.