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The Audit Committee has established on August 11, 1999 with the term of 3 years each, currently (March 1, 2006) comprising of 3 members, who are independent directors, as follow:
| 1. Mr. Sahai Supsoonthornkul |
Chairman of Audit Committee |
| 2. Mrs. Phenthippha Dulyachinda |
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| 3. Mr. Kanchit Bunajinda* |
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Note : |
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* Being director since August 8, 2005 |
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The Audit Committee meets regularly. In 2005, there are 4 meetings and such were reported to the Board of Directors. The Audit Committee has duties to consider and perform as follows:
| 1. |
To review the Company’s financial reporting process to ensure accuracy and adequate. |
| 2. |
To review to ensure that the Company has suitable and efficient internal control system and internal audit. |
| 3. |
To review the performance of the Company to ensure compliance with relevant laws. |
| 4. |
To select and nominate an auditor of the Company, including recommendation of remuneration thereof. |
| 5. |
To review the disclosure of information with respect to connected transactions to ensure the accurateness and completeness. |
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6. To prepare a report on activities of the Audit Committee and disclose it in annual report of the Company. Such report must be sign by the Chairman of the Audit Committee. |
In 2005, the Audit Committee held meetings to certify results of operations of the Company in each quarter, result of operations as at December 31, 2005, and to consider report of independent auditor, management, internal auditor, including monitoring the progress of results of operation, finance, compliance with related laws and regulations.
The Audit Committee approved an appointment of PricewaterhouseCoopers ABAS Limited as independent auditor of the Company for the year of 2005. It has duties to prepare report, observe internal control and internal audit systems of the Company and report same to the Audit Committee directly, as appearing in the report of PricewaterhouseCoopers ABAS Limited submitted with the Audit Committee in the meetings of the Audit Committee in 2005 as follows:
1. No. 1/2548, on February 22, 2005
2. No. 2/2548, on May 11, 2005
3. No. 3/2548, on August 8, 2005
4. No. 4/2548, on November 14, 2005
The Audit Committee also held meetings with the independent auditor to consider the scope and audit plan and to acknowledge results of auditing by independent auditor. In addition, the Audit Committee imposed and approved criteria for rendering services for others by independent auditor. The Audit Committee believes that the independent auditor has not rendered services for others in the extent that cause the lacked of independence of performing its duties.
The Audit Committee has audited to ensure the compliance with the laws and regulations by the Company. It requested the management of the Company to report matters concerning disputes, legal issues, or significant issues concerning supervising government agencies and requested the external auditor and internal auditor to report on irregularities or non compliance with the laws and regulations found during performing duties. The Audit Committee believes that the Company has complied with relevant laws, rules, and regulations completely. |
