Audit Committee

Chairman of the Committee

Mr. Sunthorn Arunanondchai

Director

 

Mr.Praphant Asava-aree

Director

 

MS. Varawan Vechasut

The Charter of Audit Committee

The Audit Committee was established with responsibility to assist the Board of Directors in its duty of supervising the accuracy of financial reports, efficacy of internal control system, and seeing that business operations are in compliance with the law, regulations and codes of conduct, with the aim of encouragement of Good Corporate Governance.

• The Company’s Board of Directors appoints the Audit Committee by selecting from independent directors comprises
  at least 3 persons
• The appointed committee must possess qualifications as stated in the regulations under stipulation from the Stock Exchange
  of Thailand
• As stipulated, the chief audit executive of the company acts as the Secretary of the Audit Committee, to provide assistance
  to the Audit Committee in performing its duties and responsibilities. This includes arranging meetings, preparing Agenda
  items, delivering meeting attachments and records meeting minutes.

1. To review the Company’s financial reporting to ensure that it is adequate and accurate.
2. To review the Company’s internal auditing and internal control system to ensure that they are appropriate and efficient,
    scrutinize the independency of internal audit department, as well as approve the appointment, transfer and dismissal of
    the chief audit executive or other work unit responsible for internal audit.
3. To review the Company’s operations to ensure compliance with the Securities and Exchange Act, the regulations of the
    Stock Exchange of Thailand, and all legislations pertaining to the Company’s business operations.
4. To discuss, select and propose independent individuals as the Company’s external auditors and proposed the external
    auditors’remunerations along with convene at least one annual meeting with the external auditors without the
    presence of the Company’s management.
5. To review the connected transactions and transactions with potential conflicts of interests to be in compliance with the
    orders, regulations and guidelines issued by the Stock Exchange of Thailand. The Audit Committee ensure that these
    transactions are appropriate and in the best interest of the Company.
6. To prepare a report of the Audit Committee to be disclosed in the Company’s Annual report, such report requires a signage
    by Chairman of the Audit Committee with minimum reporting requirements as follows:-
                - Opinion on accuracy, reliability and integrity of the Company’s financial reports.
                - Opinion on sufficiency of the Company’s internal control system.
                - Opinion on the compliancy of the Company’s operations with the Securities and Exchange Act, the regulations
                  of the Stock Exchange of Thailand, and all legislations pertaining to the Company’s business operations.
                - Opinion on the propriety of the external auditor.
                - Opinion on transactions with conflict of interest.
                - The number of times the meeting convened and attendance of each member
                - Overall opinions or remarks resulting from performing its duties under the charter.
                - Any other matters that should be informed to shareholders and public investors, under the scope of duties and
                  responsibilities assigned by the Board of Directors.
7. Any other mandated duties, carried out as assigned by Board of Directors with approval from the Audit Committee.

In addition, to support of the Audit Committee in performing its duty, if considered necessary or benefit in, considering its opinion on the various operations of the company, the Audit Committee may seek independence counselor opinion from other profession. The company responsible for the expenses incurred.

• The Audit Committee is required to arrange or convene a meeting as it sees fit, at minimum once every quarter along with
  advance agenda notice and sufficient attachment.
• In order to meet the quorum requirement, at the Audit Committee meeting, the number of director attended must be at least
   half of the total number of the Audit committee.
• The meeting resolutions are passed by the decision of majority vote of the directors that constitute a quorum.
• Secretary of the Audit Committee is not entitled to vote at the meeting.
• The Audit Committee may request any other concerned executives, directors, external auditors, employees, to attend the
  meeting and provide information or documentation, in respect to the meeting agendas.

• Report to Board of Directors to take corrective action in an event of transaction or action that may have significant
  impact on the Company’s financial status and performance, or transaction with potential conflict, corruption, abnormally
  or significant deficiency in internal control, including a violation of the Securities and Exchange Act, the regulations of the
  Stock Exchange of Thailand, and all legislations pertaining to Life Insurance business. As well as reporting to Board of
  Directors  on activities of the Audit Committee and other duties as assigned by the Board.
• Report to the Securities and Exchange Commission or the Stock Exchange of Thailand in case of the Audit Committee has
  reported transaction or action that may have significant impact on the Company’s financial status and performance to Board
  of Directors which later agreed to perform corrective action but fail to do so in reasonable time without probable cause.

Moreover, the Audit Committee has opened communication channel for the stakeholders so that they can raise any issues concerning inappropriate transaction in financial report or any other issues directly via Email of the Audit Committee. The Audit Committee will carry out independent investigations, monitor and make appropriate report on the issue.

• The term of office for the director is 2 years
• The Director who has completed his term may be entitled to be re-appointed for another term
• The Director of Audit Committee shall vacate office upon:-
                - Completed the term of office
                - Discharged from the position
                - Resignation
                - Death
                - Being disqualified as stated in the regulations under stipulation from the Stock Exchange of Thailand
                - Removal by a resolution of the meeting of Board of Directors