Charter
Audit Committee's Charter
Scope of Duties and Responsibilities
- To verify that the Company's financial reporting is accurate and sufficient.
- To verify that the Company has appropriate and effective Internal Control and Internal Audit systems and to consider the independence of the Internal Auditor. This includes approving appointments, transfers, and terminations of the head of the Internal Audit.
- To verify that the Company complies with the Securities and Exchange Commission regulations, requirements of the Stock Exchange of Thailand, and relevant laws related to the Company's business.
- To evaluate, select, and recommend the appointment of the Company's auditors and propose their fees, considering their independence, adequacy of resources, and the experience of personnel assigned to audit the Company's accounts. This includes participating in meetings with the auditors without the presence of management at least once a year.
- To review related-party transactions or transactions that may have conflicts of interest to ensure they comply with the law and the requirements of the Stock Exchange of Thailand, in order to ensure that such transactions are legal and in the best interests of the Company.
- Prepare a report of the Audit Committee, which shall be disclosed in the Company's annual report. This report must be signed by the Chairman of the Audit Committee and should include complete information in accordance with the regulations of the Securities and Exchange Commission and the Stock Exchange of Thailand, as follows:
- Opinions regarding the accuracy, completeness, and reliability of the Company's financial reports.
- Opinions regarding the adequacy of the Company's internal control systems.
- Opinions regarding compliance with securities and stock exchange laws, Stock Exchange of Thailand requirements, and relevant laws related to the Company's business.
- Opinions regarding the suitability of the auditors.
- Opinions regarding related-party transactions or transactions that may have conflicts of interest.
- The number of Audit Committee meetings and the attendance of each committee member.
- General comments or observations made by the Audit Committee during its duties.
- Any other matters deemed necessary for shareholders and general investors to know within the scope of the responsibilities and duties assigned by the Company's Board.
- To verify that the Company’s operation follows anti-corruption policies and relevant anti-corruption practices and guidelines.
- To verify the effectiveness and efficiency of risk management processes, including risks related to strategy, operational activities, financial aspects, regulatory compliance, environmental and economic risks, as well as risks related to corruption.
- Revise and amend the Audit Committee Charter and present it to the Board for approval.
- Perform any other duties as assigned by the Company's Board, with the consent of the Audit Committee, utilizing the authority granted by the Company's regulations and applicable laws.
In performing its duties, if the Committee identifies or suspects any of the following
activities, which may have a significant impact on the financial status and operations of
the Company, it shall report to the Board for necessary corrective actions within a time
frame as deemed appropriate by the Committee:
- Conflict of interest transactions.
- Fraud or significant irregularities or deficiencies in the internal control system and the status of managing incidents related to fraud.
- Violation of the Securities and Exchange Commission and the Stock Exchange of Thailand regulations, or relevant laws related to the Company's business. If the Board or managements does not take corrective actions within the specified time, any member of the Committee may report such transactions or actions to the Office of the Securities and Exchange Commission or the Stock Exchange of Thailand.
The Committee’s Authorizations
- Authority concerning Management
- Authority related to the Internal Audit
- Approve the charter related to internal audit to ensure compliance with the scope of responsibilities in the Company's operations.
- Ensure consistent understanding and coordination among the auditor, the Board, and the internal audit.
- Approve the appointment, removal, transfer, or termination of the head of the internal audit.
- Provide assurance of the independence of the internal auditor.
- Oversee and control the internal audit’s operations. Each year, the internal audit must create an audit plan outlining its activities and present it to the Committee for approval. The execution of the plan must have individuals responsible for supervision and issuing orders under the management's supervision and control. This is because necessary audit findings must be addressed promptly, and management should be able to issue corrective orders in a timely manner.
- Authority related to the Auditor
- Examine and evaluate the performance of the auditor.
- Present a list of auditors to the Board, along with the annual audit fees, to seek appointment at the shareholders' meeting.
- Determine the rate of audit fees for services and consulting provided by the auditor.
- Consult with the auditor in the event the Company encounters significant fraudulent activities.
- Upon receiving verified information from the auditor regarding suspicious conduct by Company management or individuals responsible for operations, report preliminary audit findings to the Office of the Securities and Exchange Commission (SEC) within 30 days from receiving the auditor's notification, and inform the auditor accordingly.
- The Committee has the authority to examine individuals and matters related to its scope of duties and responsibilities, as well as the power to appoint specialized experts or external consultants for advice and opinions, as deemed appropriate and reasonable by the Committee, at the expense of the Company.
The Committee has the authority to invite members of the management,
managers/supervisors, or employees of the Company/its subsidiaries involved to attend
meetings, provide explanations, submit documents as deemed relevant and necessary, and
access information at all levels of the organization.
In cases where the Committee fails to act as notified by the auditor in the
preceding paragraph, the auditor shall inform the Office of the SEC.
Meeting
- The Committee shall hold meetings to consider and determine the strategic plans, operational plans, quarter and annual financial statements, annual budgets, various investments of the Company, as well as significant policies, internal audit reports, or other matters, at least four times per year. The Committee Secretary shall distribute supporting documents and meeting participants in advance, not less than 7 days prior to the meeting, to allow time for consideration of various matters or to request additional information for further deliberation.
- At each meeting of the Committee, at least half of the Committee members must be present in person for the meeting to be considered quorate.
- The Committee may invite the Head of Internal Audit, the Auditor, executives, management, or relevant parties to attend meetings and provide information as necessary.
- The Committee should hold separate meetings with the Company's auditors, without the presence of management, at least once a year.
- The Secretary of the Committee should attend all meetings since they are responsible for preparing and presenting information for the Committee's consideration, except when meetings concern matters to be discussed solely among Audit Committee members.
- Voting at the Committee meetings is one vote per committee member, with the Chairman having one vote, except in matters in which a committee member has a conflict of interest, in which case they are not allowed to vote. In case of a tie, the Chairman of the Committee does not have the casting vote. The comments of Audit Committee members who approve or dissent from any resolution should be recorded in the meeting minutes and presented to the Company's Board of Directors.
- Committee members with a conflict of interest in any matter under consideration are prohibited from expressing opinions or voting on that matter. The names of committee members and the matters in which they have a conflict of interest should be clearly specified in the meeting documents.
- The Secretary of the Committee should prepare meeting reports for each Committee meeting and present them for the Chairman of the Committee to review and sign.
Furthermore, the Chairman of the Committee may convene additional meetings of the Audit
Committee to consider other matters as deemed necessary and appropriate.
If the Chairman of the Committee is not present at the meeting or is unable to perform
their duties, if there is a Vice Chairman of the Committee, the Vice Chairman shall act
as the Chairman. If there is no Vice Chairman of the Committee or if the Vice Chairman
is present but unable to perform their duties, the Committee members present at the
meeting shall elect one of the Committee members as the Chairman for that meeting.
The Committee’s Remunerations
The remunerations of the Committee members are determined by the Company, taking into
consideration their duties, responsibilities, and the Company's performance. It is also
compared with companies in the same industry group. The remunerations proposal is presented
for approval by the Company's Board and is subject to consideration and approval at the
annual general meeting of shareholders. Adjustments are made as deemed appropriate after
comparing with the same industry and maintaining a level that can attract and retain
high-quality Committee members.
