Charter of the Audit Committee
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 and ensure the accuracy and adequate disclosure of information in the Company’s financial report. To coordinate with the external auditors and the management responsible for arranging both quarterly and annual financial reports. The Audit Committee may recommend that the auditors audit or inspect any items as necessary and significant during the Company audit.
2) To review and ensure the appropriateness and efficiency of the systems for internal control as well as the internal audit. To review the effectiveness as well as the adequacy of the risk management procedure, consider the independence of the Internal Audit and approve the appointment, transfer, or termination of the chief executive of the Internal Audit, or other related departments, responsible for the internal audit.
3) To audit and ensure the Company’s compliance with laws relevant to the securities and the Stock Exchange, the regulations of the Stock Exchange, and company business laws.
4) To consider, select, and propose the appointment, reappointment, or removal of an independent external auditor for the Company’s financial report as well as propose the compensation for such auditor, and attend a meeting with the auditors, but without the management, at least once a year. Nevertheless, the reliability and adequacy of the available resources, the experience profiles of the audit firm, and the professional experience of the auditor assigned for the Company, will be considered prior to submitting the proposal to the Company Board for the appointment at the shareholder’s meeting.
5) To consider the related parties transaction, or transaction items with a conflict of interest with the laws or the regulations of the Stock Exchange, in order to ensure that these are reasonable and reliable for the greatest benefit for the Company.
6) To prepare and disclose the Audit Committee’s report in the annual report of the Company which signed by the Chairman of the Audit Committee and containing at least the following information.
6.1) Reliable comments regarding the accuracy and completeness of the Company’s financial report.
6.2) Comments regarding the adequacy of the Company’s internal control systems.
6.3) Comments concerning compliance with laws relevant to the securities and the Stock Exchange, the regulations of the Stock Exchange, and company business laws.
6.4) Comments concerning the auditor’s suitability.
6.5) Comments regarding potential items with a conflict of interest.
6.6) The number of Audit Committee meetings and the attendance of each member.
6.7) Overall comments or remarks the Audit Committee has received resulting from performance of their duty according to the charter.
6.8) Other items the shareholders and the investors should be aware of that are within the scope of the Company’s Board assigned duty and responsibility.
7.) Other activities the Company’s Board of Directors assigns with the Audit Committee’s consent.
