Audit Committee
Roles and Responsibilities
Financial Reports
(1) Review the Company's financial reports to ensure they are accurate and appropriate by generally accepted accounting standards and have adequate disclosure.
(2) Monitor and supervise the management to prepare financial statements within an appropriate period. AC communicates regularly with management, especially the accounting and finance managers, and can find ways to deal with significant events that impact the financial position of the listed company's operating results.
(3) To review the consistency of the information in the financial report with any other information related to the financial position, and the results of the operation and management discuss & analysis in the annual report and the Company's information, etc.
Internal control and review of risks related to the internal control system throughout the organization.
(4) Review the Company's effective internal control system.
(5) Review risks related to the internal control system that may affect the entire organization.
Legal Compliance
(6) Review the company's compliance with the Securities and Exchange Act. The requirements of the Stock Exchange of Thailand and laws related to the Company's business.
(7) Consider the significance and risks of the matter to listed companies and investors that impact their financial position. Results The reliability of financial reports, etc. If AC considers it to be a suspicious behavior that affects the rights of shareholders. Must report to the SEC immediately and disclose the information to investors.
(8) Consider and determine measures or guidelines to deter suspicious circumstances.
(9) Consider and determine measures to enhance the internal control system to prevent suspicious circumstances of listed companies.
(10) Consider reviewing policies and measures against bribery and corruption to ensure that the company complies with its legal obligations.
(11) To consider reviewing the Code of Ethics and the effectiveness of the system for monitoring compliance and enforcement of the Code of Conduct.
(12) Review the Company's system for receiving whistleblowing on wrongdoing and corruption, as well as ensure that employees and stakeholders can confidently provide information on matters they are concerned about the inappropriateness of financial reports or other matters, to ensure that all complaints are investigated independently and followed up appropriately.
(13) Considering reviewing connected transactions or transactions that may have a conflict of interest by the law. Notification of the Capital Market Supervisory Board and Requirements of the Stock Exchange of Thailand This is to ensure that the transaction is reasonable and in the best interest of the Company.
(14) Investigation of the circumstances that should be suspected that the Director The manager or the person responsible for the operation of the Company has committed an offense as specified in Section 89/25 of the Securities and Exchange Act B.E. 2535 (1992) (as amended) which has been detected and reported by the auditor. The Board of Directors, the Office of the Securities and Exchange Commission, and the auditor shall be notified within 30 days from the date of receipt of the auditor's notification. Suspicious circumstances to be notified and methods to obtain facts about such circumstances. The announcement of the Capital Market Supervisory Board by the AC ensures that the audit process is independent and not under the control of persons who engage in such behavior.
(15) In the performance of the duties of the Audit Committee; If any of the following transactions or actions are found or suspected that may have a significant impact on the Company's financial position and operating results, the Audit Committee shall report to the Board of Directors for improvement within such time as the Audit Committee deems appropriate.
(1) Transactions with conflicts of interest
(2) Corruption or abnormalities or major deficiencies in the internal control system
(3) Violation of the Securities and Exchange Act; The requirements of the Stock Exchange of Thailand or laws related to the Company's business, the AC & Board must note and find reasons to prevent and deter. This will not cause damage to the Company and shareholders as a whole. If the Board of Directors or the Executive fails to amend within the time specified in paragraph 1. One of the Audit Committee may report the transaction or action to the Office of the Securities and Exchange Commission or the Stock Exchange of Thailand.
Auditor
(16) Consider and give recommendations on the reappointment and dismissal of the Company's auditors, including the determination of the audit
(17) Review the independence of the auditor, including the policy on appointing auditors to perform other non-audit services.
(18) Review the auditor's audit plan for the audit of the Company's financial statements.
(19) Hold a specific meeting with the auditor at least once a year to discuss matters that the Audit Committee or the auditor considers appropriate for personal consideration.
Internal Audit
(20) Consider the independence of the Internal Audit Department, as well as approve the appointment and transfer. Termination and Performance Considerations The merit of the head of the internal audit department may require the evaluation of the Quality Assessment Review (QAR) of the internal audit department by the external assessor.
(21) The AC must consider the accuracy, appropriateness, transparency and adequacy of the listed company that has expanded its business operations or changed its business characteristics.
(22) Review and give opinions on the internal audit plan. The operation of the Internal Audit Department and coordinate with the auditor.
(23) Review the audit report prepared by the Internal Audit Department, including the management's corrective guidelines and the follow-up report on the results of the audit.
(24) Specifically meet with the Head of the Internal Audit Department at least once a year to discuss matters that the Audit Committee or the Head of the Internal Audit Department considers to be considered personally.
Monitoring and monitoring of the acquisition or disposal of Significant Value ("MT") assets and transactions with connected persons ("RPTs") of listed companies.
(25) The Audit Committee must consider and give opinions on the significant MT & RPT transactions. Reasonable Presence of the parties Risk returns, such as overseas transactions, changing the main business to expand new businesses, AC considering investment plans and liquidity, etc.
(26) MT & RPT Transactions for which the Management is Authorized to Approve The Audit Committee must provide a system or process for the management to report on transactions by having AC analyze the reasonableness or circumvention of the rules of MT & RPT reporting.
(27) MT & RPT transactions are unique transactions that require specialized experts to provide opinions for the Audit Committee's consideration.
(28) After approval of the MT & RPT transaction, the Audit Committee shall continue to have the duty to Monitor the investment, ensuring the disclosure and consideration of the progress of the transaction according to the plan. Opening the cause of the incident did not go according to the risk plan. Report on the use of funds raised to investors. In case the operation does not materialize as planned, it must be significantly notified to the shareholders.
(29) Monitoring irregularities - both news and trading stock prices of directors. AC & Board considers and judges the transaction in good faith for the benefit of shareholders.
Monitoring the use of funds in accordance with the objectives that have been disclosed.
(30) The Board of Directors and the Audit Committee shall consider the details related to the use of the funds.
(31) The Audit Committee must ensure that the listed company has a mechanism to supervise and monitor the use of funds properly and appropriately.
Others
(32) Perform any other duties as assigned by the Board of Directors.
