F 24-1 New Chairman of Audit Committee 

 

Form to Report on Names of Members and Scope of Work of the Audit Committee

The Board of Directors' meeting 2014 resolved the meeting's resolutions in the following manners:

X      Chairman of the audit committee
         X      Appointment of the audit committee                    Member of the audit committee
         As follows: (1) Mr. Krairit Euchukanonchai
               (2) .................................................................................
               (3) .................................................................................
               (4) .................................................................................
         , the appointment of which shall take an effect as of 6 May 2014

         Determination/Change in the scope of duties and responsibilities of the audit committee with the following details:
         ...................................................................................................................................................................................................
         ...................................................................................................................................................................................................
         ...................................................................................................................................................................................................
         , the determination/change of which shall take an effect as of ……………(date)………..…

The audit committee is consisted of:

1. Chairman of the audit committee Mr. Krairit Euchukanonchai remaining term in office 3 year(s)

2. Member of the audit committee Mr. Surasak Vajasit remaining term in office 1.8 year(s)

3. Member of the audit committee Ms. Tasanee Manorot remaining term in office 2.8 year(s)

Secretary of the audit committee Mrs. Suvimon Kulalert

The audit committee number(s) 1-3 has/have adequate expertise and experience to review creditability of the financial reports.

The audit committee of the company has the scope of duties and responsibilities to the Board of Director on the following matters:

1. To review that the Company's financial reports are prepared in accordance with legally defined accounting principles and adequately disclosed;

2. To review the Company's internal control system and internal audit system to ensure that they are suitable and efficient, to determine an internal audit unit's independence, as well as to approve the appointment, transfer, dismissal, performance appraisal and remuneration of the chief of an internal audit unit;

3. To review the Company's compliance with the law on securities and exchange, the Exchange's regulations, and the laws relating to the Company's business;

4. To consider, select and nominate an independent person to be the Company's auditor, and to propose such person's remuneration, as well as to attend a non-management meeting with an auditor at least once a year;

5. To review the Connected Transactions, or the transactions that may lead to conflicts of interests, to ensure that they are in compliance with the laws and the Exchange's regulations, and are reasonable and for the highest benefit of the Company;

6. To review that the Company has established an appropriate and effective risk management system;

7. To review and approve the Charter of Internal Audit activities, annual audit plan and activities of Internal Audit, and coordinate with the external auditor;

8. To prepare, and to disclose in the Company's annual report, an audit committee's report which must be signed by the Audit Committee's Chairman and consist of at least the following information:
     8.1 an opinion on the accuracy, completeness and creditability of the Company's financial report,
     8.2 an opinion on the adequacy of the Company's internal control system,
     8.3 an opinion on the compliance with the law on securities and exchange, the Exchange's regulations, or the laws relating to the Company's business,
     8.4 an opinion on the suitability of an auditor,
     8.5 an opinion on the transactions that may lead to conflicts of interests,
     8.6 the number of the audit committee meetings, and the attendance of such meetings by each committee member,
     8.7 an opinion or overview comment received by the audit committee from its performance of duties in accordance with the charter, and
     8.8 other transactions which, according to the Audit Committee's opinion, should be known to the shareholders and general investors, subject to the scope of duties and responsibilities assigned by the Company's Board of Directors;

9. To continue the inspection when the external auditor informs regarding any suspicious circumstance that the director, manager or any person responsible for the operation of such juristic person commits an offence under the Security and Exchange Act and the Audit Committee shall report the result of preliminary inspection to the Office of the Securities and Exchange Commission and the external auditor within thirty days.

10. To report the performance of the Audit Committee to the Board of Directors at least four times a year. In its performance of duties, if it is found or suspected that there is a transaction or any of the following acts which may materially affect the Company's financial condition and operating results, the audit committee shall report it to the Board of Directors for rectification within the period of time that the audit committee thinks fit.
     (1) Any transaction which causes any conflict of interest; or
     (2) Any fraud, irregularity, or material defect in an internal control system; or
     (3) Any infringement of the law on securities and exchange, SET's regulations, or any law relating to the Company's business,
If the Company's Board of Directors or management fails to make a rectification within the period of time under the first paragraph, any Audit Committee member may report on the transaction or act under the first paragraph to the Office of the Securities and Exchange Commission or the Exchange.

11. To have the authority to invite concerned executives, management and officers of the Company to express opinions, attend meetings or deliver documents as deemed necessary.

12. To agree and to retain a consultant or other third person to express opinions or give advice as deemed necessary.

13. To review the Company's compliance with Reporting and Investigation of Misconduct and or Fraud and Whistleblower Protection Policy, and acknowledge all concerns of misconduct or fraud and the final investigation report by the investigating committee.

14. To review and evaluate the scope of the performance of the Audit Committee on an annual basis.

15. To perform other duties as assigned by the Board of Directors of the Company with the consent of the Audit Committee.

The company hereby certifies that

1. The qualifications of the aforementioned members meet all the requirements of the Stock Exchange of Thailand; and

2. The scope of duties and responsibilities of the audit committee as stated above meet all the requirements of the Stock Exchange of Thailand

Signed ……..……-Signed-……………… Director

  ( Mr. Somprasong Boonyachai )

(Seal)

Signed ……..……-Signed-……………… Director

  ( Mr. Wichian Mektrakarn )

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