191 O N E R E P O R T 2 0 2 2 OVERVIEW BUSINESS OVERVIEW AND PERFORMANCE CORPORATE GOVERNANCE FINANCIAL INFORMATION SUSTAINABLE BUSINESS DEVELOPMENT sufficient time and allow shareholders to express their opinions equally as well as answer inquiries of shareholders’ appropriately and transparently. 4. To support and be a good role model in compliance with corporate governance and business ethics. Information of the Sub-Committee The Board of Directors appointed 2 sets of sub- committees to support the efficiency and effectiveness of the operation of the Board of Directors. Each sub-committee shall perform the duties in accordance with the charter of duties and responsibilities specified clearly and approved by the Board of Directors whereas such sub-committee shall give suggestions in various fields in which they are specialised to the Board of Directors. Thus, the compositions of each sub-committee including duties and responsibility are as follows: Audit Committee Asia Aviation’s Audit Committee comprises 3 Independent Directors and has the qualifications that meet the requirement of the Thai Capital Market Supervisory Board and the Stock Exchange of Thailand. As of December 31, 2022, the Company’s Audit Committee is as follows: Name Position 1. Mr. Vichate Tantiwanich Chairman of Audit Committee 2. Mr. Veerayooth Bodharamik Audit Committee 3. Mr. Dinesh Nambiar Audit Committee Mr. Vichate Tantiwanich has sufficient knowledge and experience to review the reliability of the financial statements of the Company. The Secretary to the Company’s Audit Committee is Miss Orawan Phunamsarp. Term of Positions Members of the Audit Committee serve a term of three years and are eligible for reappointment at the end of the term. Composition and Nomination of Audit Committee Board of Directors shall appoint at least 3 members of Audit Committee from Independent Directors whose qualifications meet the requirements per the Notification of the Thai Capital Market Supervisory Board and the Stock Exchange of Thailand as follows: 1. Not being a Director authorised by the Board of Directors to make any decision in the business operation of Asia Aviation, its parent company, its subsidiary company, its affiliate company, its subsidiary company at the same level, Major Shareholder or control person of Asia Aviation; 2. Not being a Director of a parent company, its subsidiary company or its subsidiary company at the same level which is a listed company; and 3. Having sufficient knowledge and experience to conduct the duty as an Audit Committee member. At least one member of the Audit Committee must have sufficient knowledge and experience to review the reliability of the financial statements. place with the authorised external Auditor of the Company, without the participation of Management, at least once a year. 5. Consider and review all proposed related transactions or those tractions that may involve a conflict of interest, so that they comply with the applicable laws and regulatory requirements of the Stock Exchange of Thailand. As such, this is to ensure that such transactions are reasonable and for the maximum benefits of the Company. 6. To prepare the Report of the Audit Committee and disclose the Report in the Company’s Annual Report; whereby the Report is to be signed by the Chairman of the Audit Committee and must consist of all the following information and details as required and specified by the Capital Market Supervisory Board and the Stock Exchange of Thailand. 1) an opinion on the correctness, accuracy, and comprehensiveness, together with the credibility of the Company’s financial reports; 2) an opinion on the adequacy of the Company’s internal control system; 3) an opinion on the compliance with the law on Securities and Exchange, the regulations of the Stock Exchange of Thailand, or the laws relating to the Company’s business; 4) an opinion on the suitability of an auditor; 5) an opinion on the transactions that may lead to conflicts of interests; 6) the number of the Audit Committee Meetings, and the attendance at such meetings by each committee member; Should any of the members of the Audit Committee vacate his or her office by rotation or any other reasons, and leave the number of less than three committee members, the Board of Directors shall appoint a replacement within three months after the office is vacated in order for the Committee to continue their duties without any disruption. Scope of Duties and Responsibilities of Audit Committee 1. To review and ensure that the Company has and submits financial reports that are correct, accurate and adequate. 2. To review the Company’s internal control system and internal audit system to ensure that they are suitable and efficient, to determine an internal audit unit’s independence, as well as to approve the appointment, transfer and dismissal of the head of an internal audit unit and/or to hire external company or any other unit in charge of an internal audit. 3. To review the Company’s compliance with the law on Securities and Exchange, the regulations of the Stock Exchange of Thailand, and the laws relating to the Company’s business. 4. To consider and select, as well as propose the appointment of qualified external Auditor/Auditors together with the associated audit fee; whereby the consideration process should take into account the level of independence, credibility, availability of people resources together with the experience of the assigned auditors to audit the Company’s accounts. Furthermore, a meeting should also take
RkJQdWJsaXNoZXIy ODEyMzQ3