The Audit Committee
was appointed by the Board of Director, comprising
of three independent and non-executive directors,
namely Mr. Arun Ngamdee as Chairman, Mr. Prathan Rangsimaporn
and Mr. Manit Boonprakob as members of the Committee.
Our main duties and responsibilities are to review
accuracy and sufficiency of financial reports of the
Company, to provide adequate and effective internal
audit and internal control system of the Company,
to control the Company to comply with all related
laws and regulations, to consider the reasonability
of the connected transaction or transaction which
causes conflict of the interest, to ensure sufficiency
of disclosure of information by the Company, and to
consider and propose the appointment of the Company
auditors and their remuneration.
During the year
2010, the Audit Committee held seven meetings among
executives, internal audit and external auditor, which
all members thereof have attended all meetings, and
some meetings were held without management director,
having the followings significant matters :
quarterly, annual and consolidated financial statements
of the Company and its subsidiaries, prior to submission
to the Board of Director, the Securities Exchange
Commission and the Stock Exchange of Thailand. After
due consideration of the said financial statements
and discussions with auditors and management division,
we are of the opinion that the above-mentioned financial
statements are recorded in accordance with generally
accepted accounting principles with accuracy, completeness
and sufficient disclosure of information.
2. Evaluating sufficiency and appropriateness of the
Company's internal control system, through the supervision
and review of the Internal Audit Office and auditors;
supporting and encouraging their independent operation;
introducing to apply risk assessment as guideline
for examining in order to mitigate from potential
risk causing damage to business operation of the Company;
and discussing with internal audit officer and external
auditor to consider material suggestions for enhancing
efficiency of their operation and internal control,
presenting to the executives and the Board of Director
of the Company including following up the adjustment
and development of the work. We opine that the internal
control system and risk management of the Company
are sufficient and appropriate.
compliance of relevant rules, regulations and laws
of the Securities and the Stock Exchange of Thailand;
following up compliance of laws regarding operation
systems of the Company. We found that there is no
significant matter concerning non-compliance of the
aforesaid rules, regulations and laws.
4. Reviewing the connected transactions or transactions
which may cause conflict of interest to be in compliance
of the laws and regulations of Stock Exchange of Thailand.
We are of the opinion that the aforesaid transactions
are reasonable and for the best interest of the Company.
The Company also discloses accurate and complete information.
5. Reviewing organization structure, scope and responsibilities
as well as charter of Internal Audit Office and annual
6. Reviewing and discussing with the auditor and management
representative to acknowledge any issue(s) which might
cause administrative difficulties or might have influence
on the business operation of the Company including
advice on how to improve presentation of financial
report and disclosure of any information; providing
advice to management division as deemed appropriate.
7. We have already evaluated our operations according
to the charter of Audit Committee and we are of the
opinion that we have fully complied with the aforesaid.
The Audit Committee report and advice have been presented
to the Board of Director for their acknowledgement
regularly in every Board of Director meeting.
For the year
2011, the Audit Committee has proposed the Board of
Director to further propose to Annual General Shareholder
Meeting to appoint Dr. Virach Aphimeteetamrong and/or
Mr. Chaiyakorn Aunpitipongsa and/or Mr. Apiruk Ati-anuwat,
certified auditor of Dr. Virach & Associates as
the Company's auditor for the accounting period for
year 2011. Since they are appropriate, competent,
professional, in addition, their performance in the
past are acceptable and reliable, the auditor are
independent and they have no relationship with the
Company and its subsidiaries. The adjusted audit fee
as proposed is also reasonable.