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Charter of Committee

 

Objective

The Company’s Board of Directors has entrusted the Audit Committee with the responsibility of supporting the corporate governance and reviewing the correctness and the reliability of financial reports, internal control systems, risk management systems, internal audit, as well as compliance with laws and the related rules and regulations. The Audit Committee also monitors of the business operations of the subsidiaries and the associated companies. The Audit Committee ensures that the business affairs of the Company, the subsidiaries and the associated companies are conducted in an efficient, effective and transparent manner.

1. Composition

  1. The Company’s Board of Directors or the shareholders appoint the Chairman and members of the Audit Committee in line with the criteria, conditions and regulations of the Stock Exchange of Thailand.
  2. The Audit Committee consists of at least three members, with at least one member having sufficient knowledge and experience in reviewing financial statements.
  3. The head of the internal audit serves as secretary of the Audit Committee.

2. Qualifications

  1. The members of the Audit Committee shall be independent directors in line with the criteria, conditions and regulations of the Stock Exchange of Thailand. They must be able to give opinions or reports on the performance of their duties in an independent and impartial manner.
  2. They are able to perform their duties adequately as members of the Audit Committee.

3. Tenure of Office

The tenure of office of the chairman and members of the Audit Committee is the same as the tenure of office of those the Board of Directors.

4. Duties and Responsibilities

  1. Internal Control and Internal Audit
    1. To review and ensure that the Company’s internal control and internal audit systems are appropriate and efficient.
    2. To consider the independence of the Internal Audit.
    3. To consider and approve the Company’s annual audit plan jointly with the Internal Audit as well as the budget for expenses to be incurred in relation to the audit processes, taking into account the related risks.
    4. To ensure that the management takes corrective action to remedy the defects found and that the units concerned remedy the defects to enable the operation to proceed efficiently.
    5. To examine evidence or conduct internal investigations in case there is a doubt that certain operation may affect the organization significantly or that there is a defect or a conflict of interest which may affect the operating performance or internal control systems. The results of the investigations will be submitted to the Company’s Board of Directors for further consideration.
    6. To approve the appointment, transfer, and dismissal of the head of the Internal Audit.
    7. To conduct the performance appraisal of staff of the Internal Audit and to consider their salaries, bonuses or other benefits.
  2. Financial Statements and Information Disclosure
    1. To review and ensure that the Company has accurate, adequate and reliable financial statements which are in compliance with the Generally Accepted Accounting Principles (GAAP).
    2. To consider connected transactions or other transactions that may involve a potential conflict of interest, ensuring that they comply with the laws and the requirements of the Stock Exchange of Thailand and that they are rational and for the maximum benefits of the Company.
    3. To examine evidence in case there is a doubt that certain operation may affect the Company’s operating performance significantly or that there is a conflict of interest which may significantly affect the Company’s financial position and operating performance.
  3. Auditor
    1. To consider, select, make an offer to and propose for appointment an independent person who will serve as the Company’s auditor.
    2. To hold a meeting the auditor at least once a year, without the participation of the management.
    3. To suggest that the auditor reviews or checks transactions which are deemed necessary and important, during the course of auditing the Company’s accounts.
  4. Compliance with Regulations and Laws
    1. The Audit Committee reviews and ensures that the Company complies with the law, the requirements of the Stock Exchange of Thailand and the regulations of the state agencies concerned.
    2. Examine evidence in case there is a doubt that a transaction or act may violate the law or the requirements of the Stock Exchange of Thailand or the regulations of the state agencies concerned and that it affects or may affect the Company’s financial position and operating performance significantly.
  5. Risk Management

    The Audit Committee reviews the risk management systems.

  6. Monitoring the Business Operations of Subsidiaries and Associated Companies

    The Audit Committee coordinates with the audit committees of the subsidiaries and the associated companies, requesting their respective internal audit to send the summary audit reports to the Audit Committee.

  7. Other Responsibilities

    The Audit Committee shall perform other duties as assigned by the Company’s Board of Directors.

  8. Engaging Specialized Experts

    When it deems necessary, the Audit Committee may make a proposal to the Company’s Board of Directors to engage or bring in specialized experts for the purpose of assisting the Company in solving problems.

5. Meetings

  1. The Audit Committee shall meet at least once a month. However, additional meetings may be held when the Audit Committee deems appropriate.
  2. At least one half of the members of the Audit Committee shall constitute a quorum at any meeting of the Audit Committee.
  3. The Audit Committee is authorized to request the management or the employees concerned to attend its meeting in order to give opinions or documents as deemed necessary.
  4. The member of the Audit Committee who has vested interest in any matter on the agenda shall not participate in the meeting or shall abstain from giving opinions on that matter.

6. Reporting

  1. The Audit Committee shall report to the Company’s Board of Directors for corrective or remedial action in the event that there is an action that may significantly affect the Company’s financial position and operating performance, a conflict of interest, malfeasance, various defects in the internal control systems, practice that violates the law or the requirements of the Stock Exchange of Thailand or the rules and regulations of the state agencies concerned.
  2. The Audit Committee shall prepare a report summarizing the performance of its duties and corporate governance. The report will be included in the Company’s annual report.

This Charter has been drawn up as practice guidelines for the Internal Audit Division in evaluating the effectiveness and adequacy of the internal control systems, corporate governance processes, risk management systems, development and streamlining of the Company’s work systems as well as monitoring the business operations of the subsidiaries and associated companies. The purpose is to enable the operations to achieve the established goals for the maximum benefits of the organization. The objectives, scope of duties and responsibilities of the Internal Audit Division are as follows:

Objectives

  1. To assist the Company’s Board of Directors, the Audit Committee and the management in monitoring the operations of various work units of the Company, subsidiaries and associated companies.
  2. To assess the efficiency of the internal control systems of the Company, subsidiaries and associated companies. To also conduct analyses, give opinions and suggestions (or advice) in an independent manner, ensuring the following:
    • The financial and accounting information is reliable, accurate and timely, while the business affairs are conducted in compliance with the principles of good corporate governance.
    • The business affairs are conducted in compliance with the policies of the Board of Directors and the laws concerned, as well as in line with the operational plans and the established procedures.
    • The systems protecting and maintaining assets are put in place.
  3. To enhance the efficiency of various work units of the Company, subsidiaries and associated companies:
    1. To improve and develop work systems so that they become more efficient and effective.
    2. To propose measures aimed at preventing operations which might be illegal, leakages or malfeasance.

Scope of Duties and Responsibilities

  1. To formulate the annual audit plan covering the activities that need to be audited, taking into account the priorities and the risk level of the internal control of such activities.
  2. To review and evaluate the internal control of the business operating systems of various work units in the organization, ensuring that they comply with the policies, rules and regulations of the Company and that they also comply with the requirements of the Securities and Exchange Act and the related laws.
  3. To review the reliability of the financial and accounting information as well as accounting procedures and standards.
  4. To assess the accuracy, reliability and adequacy of the various work units and information systems as well as the security of the information systems, ensuring that they are placed under appropriate and efficient control internally.
  5. To review the adequacy and appropriateness of recording, using and storing the assets.
  6. To observe, examine, review or investigate things as assigned by the Board of Directors or senior executives, for the purpose of finding faults in the operations or various malfeasance issues.
  7. To cooperate with the management in communicating and disseminating the Company’s policy on corporate governance as well as information related to the good corporate governance. To also review the implementation of the principles of the good corporate governance.
  8. To review risk management systems.
  9. To give advice, suggestions or opinions as well as guidelines on how to put in place the appropriate and tight internal control.
  10. To perform other duties as assigned.
  11. To continuously gain more knowledge about and improve the audit standards in line with the various developments.

Audit Authority

The internal auditors have received approval and authority to have access to information, work systems and personnel of the Company, its subsidiaries and associated companies, which are related to the performance of their audit duties and are deemed appropriate and necessary. Executives at all levels in the organization are obligated to give their support to enable the performance of the internal auditors’ duties to achieve the established audit objectives and the maximum benefits of the organization.

Standards of Professional Practice

The internal auditors behave professionally, strictly adhering to the rules and regulations of the Company and the generally accepted standards of professional practice as well as the code of conduct concerned.

Independence

The performance of the Internal Audit Division’s duties is independent of any influence on the scope of audit, procedures, timeframe, and contents of the report. The purpose is to enable the performance of the audit duties to proceed efficiently and achieve the objectives in line with the audit plan which has been drawn up. The internal auditors are not responsible for carrying out any regular duties other than the audit duties.

Reporting Audit Results

  1. The head of the Internal Audit Division shall submit the report on the audit of the Company’s operations to the Audit Committee with a copy to the management.
  2. The head of the Internal Audit Division shall submit the summary reports on the audit of the subsidiaries and associated companies to the Audit Committee.

Practice Guidelines

  1. The internal auditor performs the audit duties in line with the audit plan which has been approved by the Audit Committee.
  2. The internal auditor performs the audit duties, using the human relations approach with emphasis placed on giving support to the work units which are being audited as well as finding preventive measures and making the operating systems the most efficient possible.
  3. The internal auditor is responsible for requesting for information, documents, and evidence related to the audit, as well as information in the information systems of all work systems.
  4. The head of the Internal Audit Division and the executives of the work units being audited should have discussions and exchange ideas about the facts that have been found and how to remedy defects (if any) before putting them in the audit report.
  5. The internal auditor prepares a written report, explaining the objectives, scope of audit, defects which have been found, and recommendations for improvement. The report will be submitted to the Audit Committee and the executives concerned.
  6. The internal auditor must follow up the implementation of the recommendations proposed in the audit reports and coordinate with the work units which are audited, and provide them with suggestions on how to rectify or make improvements.
  7. The various work units must be audited from time to time, in order to find out whether they operate in line with the plans, policies, goals and objectives of the organization as well as whether they operate in compliance with rules, regulations and the related laws.
  8. The internal auditor must perform duties with honesty, integrity, virtuousness, good human relations, neutrality, and positive attitudes towards colleagues, in line with the code of conduct of internal auditors, which is established by the Institute of Internal Auditors of Thailand.
  9. The head of the Internal Audit Division must develop the staff responsible for audit work, ensuring that they have adequate knowledge, skills and experience in performing various audit duties.

จรรยาบรรณของผู้ตรวจสอบภายใน

1. ความซื่อสัตย์ (Integrity)

  1. ปฏิบัติหน้าที่ของตนด้วยความซื่อสัตย์ ขยันหมั่นเพียร และความรับผิดชอบ
  2. ปฏิบัติตามกฎหมายและเปิดเผยข้อมูลตามที่กฎหมายและวิชาชีพกำหนด
  3. ไม่มีส่วนร่วมโดยเจตนาในกิจกรรมที่ขัดต่อกฎหมายหรือการกระทำที่อาจเสื่อมเสียต่อวิชาชีพการ ตรวจสอบภายใน หรือองค์กร
  4. เคารพและสนับสนุนวัตถุประสงค์ที่ถูกต้องตามกฎหมายและหลักจริยธรรมขององค์กร

2. ความเที่ยงธรรม (Objectivity)

  1. ไม่มีส่วนร่วมในกิจกรรมหรือความสัมพันธ์ใดๆ ที่อาจจะนำไปสู่ความขัดแย้งทางผลประโยชน์ หรือเป็นเหตุบั่นทอน ในการปฏิบัติงานตามที่ได้รับมอบหมายอย่างเที่ยงธรรม
  2. ไม่รับสิ่งตอบแทนใดๆ ที่อาจก่อให้เกิดความไม่เที่ยงธรรมในการใช้วิจารณญาณเยี่ยงผู้ประกอบวิชาชีพพึงปฏิบัติ
  3. เปิดเผยข้อเท็จจริงอันเป็นสาระสำคัญทั้งหมดที่ทราบ ซึ่งหากละเว้นไม่เปิดเผยแล้วอาจทำให้รายงานผลการตรวจสอบบิดเบือนไป หรือปิดบังการกระทำผิดทางกฎหมาย

3. การรักษาความลับ (Confidentiality)

  1. รอบคอบในการใช้ และเก็บรักษาข้อมูลที่ได้มาจากการปฏิบัติหน้าที่
  2. ไม่แสวงหาผลประโยชน์จากข้อมูลที่ได้มาจากการปฏิบัติหน้าที่เพื่อผลประโยชน์ส่วนตน หรือเพื่อการใดๆ ที่ขัดต่อกฎหมาย หรือขัดต่อวัตถุประสงค์ที่ถูกต้องตามกฎหมายและหลักจริยธรรมขององค์กร

4. ความสามารถในหน้าที่ (Competency)

  1. ปฏิบัติหน้าที่ในงานส่วนที่ตนมีความรู้ ทักษะ และประสบการณ์
  2. ปฏิบัติงานตรวจสอบภายในโดยยึดมาตรฐานสากลการปฏิบัติงานวิชาชีพตรวจสอบภายในเป็นหลัก
  3. พัฒนาศักยภาพ ความชำนาญ ประสิทธิภาพ และคุณภาพในการปฏิบัติหน้าที่ของตนอย่างสม่ำเสมอ