- Translation -

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

F 24-1

The Board of Directors meeting of Airports of Thailand Public Company Limited No. .2/2017 held on January 27, 2017 resolved the meeting's resolutions in the following manners:

 Appointment:

  • Chairman of the Audit Committee Member of the Audit Committee As follows: Mr. Manit Nitiprateep as Member of the Audit Committee

The appointment is effective as of January 27, 2017

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 The Audit Committee consists of:

  1. Chairman of the Audit Committee Air Marshal Prakit Skunasingha remaining term in office 1 year

    - month

  2. Member of the Audit Committee Mr. Manit Nitiprateep remaining term in office 3 years - month

  3. Member of the Audit Committee Mr. Wara Tongprasin remaining term in office 2 years - month Secretary of the Audit Committee Vice President of the Audit Office

    Enclosed hereto is 1 copy of the certificate and biography of the Audit Committee members. The Audit Committee member number 3 has 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 the Company's internal performance and to provide suggestions to the Board of Directors and/or the management in the case where the Audit Committee deems that they could contribute to the effectiveness of the Company and its units' performance and meet the objective of good corporate governance principles.

    2. To review the Company's establishment of its internal control, risk management, internal audit and data information security systems in a secure and effective manner and in accordance with the internationally accepted standards.

    3. To supervise and ensure that the anti-corruption policies and practices are appropriate and adequate.

    4. To supervise the Company's internal control, preparation of financial reports and other processes relating to anti-corruption measures, and to ensure compliance with those measures.

    5. To review accounting and financial reporting, internal control, internal audit and risk management systems and to ensure that they are secure, appropriate, up-to-date, and effective according to international standards.

    6. To review risk assessment and provide recommendations, concerning necessary practices for mitigating risks to the Board of Directors, which will be implemented by the executives.

    7. The Audit Committee meet with the President at least once a year to discuss about performance

      report on. anti-corruption policies and regularly report internal audit results on AOT's anti-corruption measures to the Board of Directors, and provide recommendations on best practices for the Board of Directors and executives.

    8. To review the regularity and appropriateness of the accounting standards and financial reports of

      the Company and its units in order to ensure that they are accurate and credible concurrently with disclosing adequate information according to the generally accepted accounting standards and international accounting standards.

    9. To review the Company's performance to ensure compliance with the rules, regulations, Articles of Association, Cabinet's resolutions, relevant laws and a code of conduct.

    10. To review the Company's compliance with the law governing Securities and Exchange, regulations of the Stock Exchange of Thailand and any relevant laws relating to the Company's business.

    11. To consider, select, nominate and dismiss an independent person as the Company's auditor, to propose such person's remuneration, and to attend a non-management meeting with the auditor at least twice a year.

    12. To promote the independence of the auditor, and to ensure that the Audit Office's performance is based on independence, rectitude and international standards, and to enhance adequate and appropriate cooperation among the management, the auditor and the Audit Office.

    13. To examine any reports submitted by the auditor to the management and to provide any significant observation and suggestion for rectification of weak points, deviancies or defects found essential during auditing, to consider and provide opinions to the Board of Directors. The Audit Committee may require further information from the auditor so as to obtain correct understandings concerning such reports and ensure that any beneficial observations and suggestions are considered by the Board of Directors and then put into practice. In case where any observation or suggestion is not considered or followed without excusable reasons, the Audit Committee may consult the management and propose them to the Board of Directors for re-consideration.

    14. To consider and provide suggestions on the appointment, discharge, transfer and dismissal of the Vice president of the Audit Office to the Board of Directors.

    15. To jointly consider with the President an annual performance reward of the Vice President of the

      Audit Office, and to jointly consider with the Vice President of the Audit Office and the President the appropriateness of the appointment, transfer, annual performance reward of the Audit Office's staff.

    16. To supervise, advise and support the Audit Office to independently perform its duties, to review the auditing reports of the Audit Office to ensure that they are elaborated with quality, beneficial and applicable to the improvement of the Company units' performance and that any beneficial suggestion is followed to help mitigate risks to an acceptable level.

    17. To agree on a plan and approve an annual audit plan, a workforce planning, and a knowledge, skill and personality development plan of the Audit Office workforce to ensure that the auditing covers all areas of finance, accounting, administration, operation and information technology systems, and to monitor the results of such plans.

    18. To consider the connected transactions or transactions that may lead to conflicts of interest

      in accordance with the laws and regulations of the Stock Exchange of Thailand, ensuring that such transactions are appropriate and most beneficial to the Company.

    19. To prepare the Audit Committee's report by disclosing in the Company's Annual Report.

      The Audit Committee's report must be signed by the Chairman of the Audit Committee and must at least contain the following information:

      1. Opinion regarding the regularity, completeness and credibility of the Company's

        financial reports,

      2. Opinions regarding the adequacy of the Company's internal control system,

      3. Opinions regarding the Company's compliance with the law on Securities and Exchange,

        regulations of the Stock Exchange of Thailand or any relevant laws relating to the Company's business,

      4. Opinions regarding the appropriateness of the auditor,

      5. Opinions regarding the transactions that may lead to conflicts of interest,

      6. Number of the Audit Committee's meetings and attendance record for each member of the

        Audit Committee,

      7. Opinions or overall remarks obtained by the Audit Committee from its performance of

        duties according to the Charter,

      8. Performance of duties according to the Charter,

      9. Other reports which should be acknowledged by the shareholders and general investors within the scope of duties and responsibilities as assigned by the Company's Board of Directors;

      10. To perform any other acts as assigned by the Company's Board of Directors within the scope of duties and responsibilities of the Audit Committee.

      11. To review conclusions and supporting evidences in the case where the employees or the management may commit corruption or abuse of power which might cause damage to the Company, and to present the findings to the Board of Directors for immediate consideration.

      12. To review the Company's Articles of Association, rules, regulations, orders, notifications and practices relating to the duties of the Audit Committee once a year so as to ensure that they are always appropriate and updated and that the Audit Office adequately maintains its independence to perform its duties in an effective manner. In this regard, the Audit Committee shall propose existing limits and weak points to the Board of Directors for consideration of improvement.

      13. 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

        (Seal)

        Signed Air Marshal .. .. Director

        (Prakit Skunasingha)

        Signed ............... . .. Director

        (Mr. Manit Nitiprateep)

      AOT - Airports of Thailand Public Co. Ltd. published this content on 31 January 2017 and is solely responsible for the information contained herein.
      Distributed by Public, unedited and unaltered, on 31 January 2017 10:19:01 UTC.

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