Audit Committee Charter

The Audit Committee shall comprise at least 3 directors who are appointed by the Board of Directors following the nomination proposed by the Nomination and Remuneration Committee. Each director who will become an Audit Committee member is required to meet the entire applicable standards of independent directors as stipulated by the Office of the Securities and Exchange Commission as follows:

  1. Hold shares not exceeding 1% of the total number of voting shares of the Company, its parent company, subsidiary companies, associated companies, major shareholders, or controlling persons, except that such shareholding has ended for not less than 2 years. In this regard, such prohibited characteristics exclude the case where an independent director used to be a government official or an advisor to a public authority which is a major shareholder or controlling person of the Company;
  2. Neither be nor have been an executive director, staff, employee, advisor receiving a regular salary from the Company, or controlling person of the Company, its parent company, subsidiary companies, associated companies, subsidiary companies in the same level, major shareholders, or of controlling persons, except that the aforementioned status has ended for not less than 2 years. In this regard, such prohibited characteristics exclude the case where an independent director used to be a government official or an advisor to a public authority which is a major shareholder or controlling person of the Company;
  3. Not be a person related by blood or legal registration, such as father, mother, spouse, sibling, and child, including the spouse of child, of an executive, major shareholder, controlling person, or persons to be nominated as an executive or controlling person of the Company or its subsidiary companies;
  4. Neither have nor formerly have had a business relationship with the Company, its parent company, subsidiary companies, associated companies, major shareholders, or controlling persons of the Company, in the manner which may interfere with own independent judgment, as well as neither be nor formerly have been a significant shareholder, or controlling person of any person having a business relationship with the Company, its parent company, subsidiary companies, major shareholders, or controlling persons of the Company, except that the aforementioned relationship has ended for not less than 2 years;
  5. Neither be nor have been the auditor of the Company, its parent company, subsidiary companies, associated companies, major shareholders, or controlling persons of the Company, and not be a significant shareholder, controlling person, or partner of an audit firm having auditors who carry out the audit of the Company, its parent company, subsidiary companies, associated companies, major shareholders, or controlling persons of the Company, except that the aforementioned status has ended for not less than 2 years;
  6. Neither be nor have been any professional service provider, including legal advisor or financial advisor receiving fees exceeding 2 million baht per annum from the Company, its parent company, subsidiary companies, associated companies, major shareholders, or controlling persons of the Company, and not be a significant shareholder, controlling person, or partner of such professional service provider, except that the aforementioned status has ended for not less than 2 years;
  7. Not be a director appointed to be a representative of directors of the Company, major shareholder, or shareholder who is a connected person of the major shareholder;
  8. Not engage in any business of similar nature to and significantly competing with business of the Company or its subsidiary companies, or not be a significant partner in a partnership or an executive director, staff, employee, advisor receiving a regular salary, or hold shares exceeding 1% of the total number of voting shares of other companies operating a business of similar nature to and significantly competing with business of the Company or its subsidiary companies;
  9. Not have any other characteristics which may prevent him or her from expressing an independent opinion on the Company’s operations.

In addition, an Audit Committee member shall not be a director authorized by the Board of Directors to make decisions on business operations of the Company, including its subsidiary companies, associated companies, and juristic persons which may have conflicts of interest.

The Board of Directors shall jointly appoint any one of the Audit Committee members as the Audit Committee Chairman. The Audit Committee Chairman may appoint or not appoint Vice Chairman and Secretary to the Audit Committee as deemed appropriate.

The Audit Committee members shall serve a 3-year term based on each Annual General Meeting of Shareholders. Directors who retire from office may be re-appointed, while directors who wish to resign from office prior to rotation are required to notify the Board of Directors of their reason.

  1. Review to ensure that the Company has accurate and adequate financial statements;
  2. Oversee to ensure that the Company has appropriate and effective internal control system and internal audit system, and consider the independence of the internal audit unit, as well as endorse the appointment, rotation, and dismissal of the head of the internal audit unit, and/or the hiring of any internal audit company or other unit responsible for the internal audit;
  3. Review the Company’s compliance with the law governing Securities and Exchange, regulations of the Stock Exchange of Thailand, and any laws relating to the Company’s business;
  4. Consider, select, and nominate an independent person to be the Company’s auditor, as well as propose the remuneration of the said person. The Audit Committee also attends a meeting with the auditor without the presence of the management at least on a yearly basis;
  5. Attend a meeting with the Company’s auditor without the presence of the management at least on a yearly basis in order to seek opinions from the auditor on various matters in relation to the Company;
  6. Review the compliance of the connected transactions or the transactions that may lead to conflicts of interest with laws and regulations of the Stock Exchange of Thailand in order to ensure that the said transactions be appropriately made and provide the utmost benefit to the Company;
  7. Prepare the Audit Committee’s report to be disclosed in the Annual Report of the Company. The Audit Committee’s report must be signed by the Audit Committee Chairman and must, at a minimum, contain the following information:
    7.1) Opinions on the accuracy and reliability of financial statements of the Company;
    7.2) Opinions on the adequacy of the internal control system of the Company;
    7.3) Opinions on the compliance with the law governing Securities and Exchange, regulations of the Stock Exchange of Thailand, or any laws relating to the Company’s business;
    7.4) Opinions on the appropriateness of the auditor;
    7.5) Opinions on the transactions that may lead to conflicts of interest;
    7.6) Number of the Audit Committee’s Meetings and attendance record of each Audit Committee member;
    7.7) Opinions or overall observation obtained by the Audit Committee from its performance of duties according to the Charter;
    7.8) Other reports which should be acknowledged by shareholders and general investors within the scope of duties and responsibilities as assigned by the Board of Directors;
  8. Investigate the matter notified by the Company’s auditor in the case where the auditor notices any suspicious misconduct of directors, executives, or any persons responsible for the Company’s business operations as stipulated in the Securities and Exchange Act, and submit the initial investigation report to the Office of the Securities and Exchange Commission and the auditor within 30 days after being notified by the auditor;
  9. Review the establishment and revision of the Audit Committee’s Charter on a regular basis; 10. Perform any other acts as assigned by the Board of Directors and endorsed by the Audit Committee.
  1. The Audit Committee is required to hold or convene the meeting as deemed appropriate at least quarterly. In this regard, the Audit Committee Chairman may convene additional meetings upon request made by the Audit Committee, internal auditors, external auditors, or the Chairman of the Board of Directors for consideration on issues raised for mutual discussion.
  2. To convene the Audit Committee Meeting, the invitation letter must be issued by clearly specifying the date, time, venue, and agenda; and submitted to the Audit Committee and related persons at least 7 days in advance so as to enable the Audit Committee and related persons to review the agenda, as well as to prepare necessary information and meeting handouts in a timely manner. Such invitation letter can be alternatively submitted via electronic mail.
  3. The items for consideration in the Audit Committee Meeting agenda are as follows:
    3.1) The consideration on related financial statements and reports, accounting principles and practices, compliance with accounting standards, business existence, changes in significant accounting policies, including management’s clarification on the establishment of accounting policy for proposal to the Board of Directors and further disclosure to shareholders and general investors.
    3.2) The consideration on the internal control system and the internal audit system.
    3.3) The review of the Company’s annual audit plan, related coordination procedures of audit plan, and the assessment on the audit results in association with internal auditors and external auditors. The Audit Committee should consider the scope of audit according to the plan in order to ensure that the said audit plan contributes to finding various frauds or defects of the internal control system.
    3.4) The discussion with the internal auditors on issues or restrictions arising during the audit and the review of the internal auditors’ performance.
    3.5) The discussion with the auditors on issues or restrictions arising during the financial statements audit.
    3.6) The discussion with the internal auditors and external auditors to ensure the availability of plan for review of procedures and control of the electronic information processing, and the inquiry on the specific security protection project for purpose of prevention of frauds or misuse of computer by the Company’s employees or third parties.
    3.7) The review of transactions which may lead to conflicts of interest, such as the connected transactions of the Company, and so on.
    3.8) The compliance with the law governing Securities and Exchange or regulations of the Stock Exchange of Thailand.
    3.9) The consideration on self-assessment on duties and responsibilities performed as assigned.
    3.10) Any other acts as assigned by the Board of Directors.
  4. At least half of the Audit Committee members are required to attend each Audit Committee Meeting so as to constitute a quorum of the Meeting.
  5. The Meeting resolution shall be passed by the majority of attending Audit Committee members which constitute a quorum of the Meeting.
  6. The Audit Committee is able to invite related persons to attend meetings, discuss, clarify, or respond to inquiries.

The Audit Committee shall report their operating results to the Board of Directors in the Board of Directors Meeting. If the Audit Committee is doubtful about the following transactions or acts which may significantly affect the Company’s financial status, the Audit Committee is advised to report to the Board of Directors in order to make corrective actions within a certain period of time as the Audit Committee deemed appropriate.

  1. The report of conflicts of interest.
  2. The frauds, abnormalities, or significant defects in the internal control system.
  3. The violation of the law governing Securities and Exchange, regulations of the Stock Exchange of Thailand, or any laws relating to the Company’s business.

If the Board of Directors or executives do not manage to make corrective actions within due date as specified in paragraph 1, any one of the Audit Committee members may report to the Securities and Exchange Commission or the Stock Exchange of Thailand.

The Audit Committee is able to seek advice from independent experts as deemed appropriate within the scope of responsibilities, whereby related expenses shall be borne by the Company and the matter shall be reported to the Board of Directors.

The Audit Committee must ensure that the assessment has been made either by self-assessment or any other appropriate approach so as to acquire the assessment results for improvement of the operations to achieve greater efficiency and attain the goal as required.