SET Announcements
03 March 2009
F24-1 NATIFICATION FORM OF MEMBER NAMES AND OPERATION SCOPE
(Translation)
F 24 - 1
Notification Form of Member name and Operation Scope of the
Audit Committee
The Board of Directors' Meeting No. 1/2009 of Sahacogen (Chonburi)
Public Company Limited, is held on February 27, 2009 has passed
the following resolutions:-
( ) Appointment/Renewal:
( ) Chairman of the Audit Committee ( ) Director of the Audit Committee
Details are as follows:
(1)...................................................
(2)...................................................
(3)...................................................
( /) Define/Change scope of duties and responsibilities of the Audit
Committee, details are as follows:
The Board of Directors determined changing the scope of duties and
responsibilities of the Audit Committee according to the Notification of the
Stock Exchange of Thailand on Qualifications and Operation Scope of the Audit
Committee 2008. The above definition/change will be effective from
February 27, 2009. The Audit Committee consists of:
1. Chairman of the Audit Committee, Mr. Nophorn Bhongsvej,
whose term in office remains 2 month
2. Director of the Audit Committee, Pol. Gen. Somchai Prabhasabhakdi,
whose term in office remains 2 months
3. Director of the Audit Committee, Mr. Amorn Asvanunt,
whose term in office remains 2 months
4. Director of the Audit Committee, Mr. Surong Ongkosit,
whose term in office remains 2 months
The Secretary of the Audit Committee is Mrs.Pannee Chantavaralux.
Enclosed herewith are curriculum vitae of the two audit committees.
The 1s and the 3rd of the audit committee have adequate knowledge and
experience to review reliability of the financialstatements.
The Audit Committee of the Company has scope of duties and
responsibilities to the Board of Directors as follows:
1. Review that the Company's financial statements are correct and
sufficient;
2. Review that the Company's internal control system and internal audit
system are sufficient and effective, review the sufficient independence of the
internal audit, and provide opinions for the appointment, transfer, and
promotion of heads of the internal audit or other offices with
responsibilities for internal audit activities;
3. Review that the Company's operation conforms to laws on securities
and exchange, requirements of the Stock Exchange of Thailand and any other
laws relating to the Company's business;
4. Review, select, nominate for approval for the persons with
independence of performing the duties of external auditors for the Company,
propose the remuneration of such external auditors, and jointly attend the
meeting with the external auditors, at least once a year, without the presence
of the Company's management;
5. Review any connected transaction or transactions with potential
conflict of interest to be in compliance with laws and requirements of the
Stock Exchange of Thailand in order to ensure that such transactions are
reasonable and provide the best benefits for the Company;
6. Prepare the Audit Committee reports to be disclosed in the
Company's annual report; such reports must be signed by the Chairman of the
Audit Committee and it must contain, at least, some significant information
as described below:
(a) opinions about the accuracy, correctness and reliability of financial
statements and financial reports of the Company;
(b) opinions about the sufficiency of internal control system of the
Company;
(c) opinions about the compliance with laws on securities and exchange,
requirements of the Stock Exchange of Thailand and any other laws relating to
the Company's business;
(d) opinions about the appropriateness of external auditors;
(e) opinions about transactions with potential conflict of interest;
(f) number of meetings to be convened by the Audit Committee and meeting
attendance of each Audit Committee member;
(g) opinions or general findings obtained by performing its duties in
accordance with the Audit Committee Charter;
(h) opinions about other matters that should be notified to general
shareholders and investors under the scope of duties and responsibilities
assigned by the Board of Directors.
7. In performing the duties as the Audit Committee, if discovering or
suspecting of either of the following transactions or acts, which may give
significant effects to the financial status and operating results of the
Company, the Audit Committee must report it to the Board of
Directors for improvements within the reasonable period determined by
the Audit Committee:
(a) transaction with potential conflict of interest;
(b) fraud or irregularity or significant defect in the internal
control system; or
(c) violation of laws on securities and exchange, requirements of
the Stock Exchange of Thailand and any other laws relating to the Company's
business.
If the Board or management of the Company fails to make remedies
within the established period, one of the Audit Committee members may report
such transaction or act to the Office of the Securities and Exchange
Commission or the Stock Exchange of Thailand.
8. Support and monitor to ensure that the Company acquires the efficient
risk management system.
9. Improve and amend the Audit Committee Charter, and propose such
amended charter for the Board of Directors' approval;
10. Perform other functions assigned by the Board of Directors under the
approval of the Audit Committee by virtue of its authority stated in the
Articles of Incorporation of the Company and other related laws.
The company hereby certifies that
1. The Audit Committee's members have all qualifications described by the
regulations of the Stock Exchange of Thailand; and
2. The above scope of duties and responsibilities of the Audit Committee is
in accordance with the regulations of the Stock Exchange of Thailand.
Faithfully Yours,
SIGNED Viroj Theeravatvatee DIRECTOR
(Mr. Viroj Theeravatvatee)
(COMPANY SEAL) SIGNED Thirasak Vikitset DIRECTOR
(Mr. Thirasak Vikitset)