SET Announcements
07 May 2009
F 24 - 1
F 24-1
(Translation)
Notification of the Audit Committee's Names and Responsibilities
The Company's Board of Directors Meeting No. 2/2552 held on May 6th, 2009
had resolutions as follows:
(/) Appointment
( ) Chairman of the Audit Committee (/) Audit Director
Mr. Niwat Patanasemakul
The appointment will be effective on May 6th, 2009.
( ) Determine/Change the Audit Committee's scope of responsibilities detailed
as follows:
The Audit Committee are consisted of :
1) Mr. Nophorn Bhongsvej Chairman of Audit Committee,
term in office remains 1 year;
2) Pol. Gen. Somchai Prabhasabhakdi Audit Director,
term in office remaining 1 year;
3) Mr. Amorn Asvanunt Audit Director,
term in office remaining 1 year;
4) Mr. Surong Ongkosit Audit Director,
term in office remaining 1 year;
5) Mr. Niwat Patanasemakul Audit Director,
term in office remaining 1 year;
The Secretary of the Audit Committee is Mrs. Pannee Chantavaraluk.
(The audit directors' term is effectively on May 6th, 2009 to May 5th, 2010.)
Enclosed herewith are curriculum vitae of the fifth Audit Director, Mr. Niwat
Patanasemakul.
The scope of authorities and responsibilities of the Audit Committee to the
Board of Directors are 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 Office of Internal Audit, and provide opinions for the
appointment,transfer, and promotion of heads of the Office of 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 person 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 related transactions or transactions with potential conflict
of interests to be in compliance with the laws and regulations of the
Stock Exchange of Thailand, in order to ascertain that such transactions
are reasonable and in the best interests of the company;
6. Prepare the report of the Audit Committee for disclosure in the
company's annual report. Such report must be signed by the Chairman of
Audit Committee and contained, at least, the following significant
information as follows:
(A) The opinions on accuracy, completeness and reliability of
the financial statements and reports of the company;
(B) The opinions on sufficiency of the internal control system
of the company;
(C) The opinions on compliance with the laws on securities and
stock exchange, requirement of the Stock Exchange of
Thailand and laws relating to the business of the company;
(D) The opinions on appropriateness of the external auditors;
(E) The opinions on transactions with potentially conflict of
interests;
(F) The number of Audit Committee meetings and attendance of
each member;
(G) The overall opinions or general observations obtained by
performing its duties in accordance with the Audit Committee
Charter;
(H) The opinions on other matters that should be notified to
general shareholders and investors under to 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
have significant effects on the financial status and the operating
results of the company, the Audit Committee must report to the Board
of Directors for remedy within reasonable and appropriate period
determined by the Audit Committee:
(A) Transactions with conflict of interests;
(B) Fraud, irregularity or significant defect in the internal
control system;
(C) Violation of the laws on securities and stock exchange,
regulations of the Stock Exchange of Thailand and any
other laws relating to the company's business.
In the case the Board of Directors or the management of the company fails
to make remedies within the established period, one of the Audit Committee
members may report such transactions or acts 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
revised 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 authorities 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 fully qualifications described by
the regulations of the Stock Exchange of Thailand; and
2. The above scope of duties and responsibilities of the Audit Committee
are in accordance with the regulations of the Stock Exchange of Thailand.
Signed.. Viroj Theeravatvatee..... Director
(Mr. Viroj Theeravatvatee)
Company's Seal
Signed.....Atthakorn Glankwamdee.....Director
(Mr. Atthakorn Glankwamdee)