192 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 7) an opinion or overview of comments received by the Audit Committee from its performance of duties in accordance with the charter; and 8) other transactions which, according to the Audit Committee’s responsibilities as assigned by the Board of Directors, should be known to the Shareholders and investors. 7. To review compliance with the anti-corruption policy and operating guidelines that are related to fraud and corruption. 8. To review the effectiveness and efficiency of the established risk management measures, such as strategic, operational, financial, compliance, social, environmental, economic, tax, IT and corruption risks. 9. To undertake any other activities as assigned by the Board of Directors and with the concurrence of the Audit Committee; as well as prepare and submit a report of the activities of the Audit Committee to the Board of Directors at least once every quarter. In undertaking its duties and responsibilities, the Audit Committee is directly responsible to the Company’s Board of Directors; while the Board of Directors is responsible toexternal parties for theongoingoperations of the Company. In the event that there are any changes to the composition or the duties and responsibilities of the Audit Committee, the Company is required to discloseand informsuchchanges relating to thenames of the Members of and the scope of responsibilities of the Audit Committee in accordance with the format aswell as procedures specified by the Stock Exchange of Thailand within three (3) working days from such changes becoming effective via the Stock Exchange of Thailand’s electronic communications system. 10. If any following actions significantly affect the financial status or performance of the Company, the Audit Committee shall report to the Board of Directors for further improvement within the suitable time set by the Audit Committee: 1) Transaction that causes the conflict of interest; 2) Fraud or any significant irregular events or problems in the internal control system; and 3) The violation of law by Security and Exchange Commission, the Stock Exchange of Thailand’s regulation or law related to the Company business. If the Board or the Management do not promptly proceed to rectify the situations, an Audit Committee member shall report the existence of such transactions or actions to the office of the Securities and Exchange Commission or the Stock Exchange of Thailand. The Audit Committee shall report the result of an initial review to the office of the Securities and Exchange Commission and the Stock Exchange of Thailand, as well as the auditors, within thirty days from the date it is informed by the auditors of a suspicious behavior of a director, manager or person responsible for the juristic person operation who may have violated the laws. Any one of the Audit Committee may report that there are transactions or behaviors as mentioned above to the Securities and Exchange Commission or the Stock Exchange of Thailand. 11. To enable the Audit Committee to achieve its objectives, the Audit Committee has authority as follows: 1) Authority related to management The Audit Committee has authority to invite management, concerned executives/department heads, or employees of the Company/subsidiary companies to attend meetings, provide explanations and opinions, or deliver documents as required and deemed necessary. 2) Authority related to internal control • To approve the Internal Control Charter that is in line with the Company’s business responsibilities. • To establish understanding among the Auditor, the Board of Directors and the Internal Audit Office to ensure a unified direction. • To approve the appointment, dismissal, transfer and termination of employment, and to consider the remuneration of the Head of the Internal Audit Department. • To guarantee the independence of the Internal Audit Department. • In performing its duties under the Audit Committee, the Internal Audit Department must prepare the annual audit plan and present it to the Audit Committee for approval. Compliance with the annual audit plan is under the supervision of management as some audit results require immediate rectification commanded by management. 3) Authority related to the Auditor • To review and evaluate the performance of the Auditor. • To propose person(s) to be the Company’s Auditor(s) and the annual audit fee to the Board of Directors, which will then be approved by the shareholders’ meeting. • To review and evaluate the performance of the Auditor in order to determine the fee of other services and consultation work provided by the Auditor. • To consult with the Auditor in the event that the Company experiences significant fraud or corruption situations. • After the Audit Committee has received a case, in which the Auditor suspects that a director or any person responsible for the Company’s operations has committed an offence concerning his/her duties and responsibilities, the Audit Committee shall report preliminary findings to the Securities and Exchange Commission and the Auditor within thirty (30) days from the date the Auditor notifies the Audit Committee. In the event that the Audit Committee fails to take action after receiving the report from the Auditor, the Auditor shall notify the Securities and Exchange Commission. 12. Other authority The Audit Committee has authority to audit related persons and matters under its scope of authority, duties and responsibilities. The Audit Committee has authority to seek external consultants or professional experts to provide advice and recommendations as the Committee deems necessary and appropriate. The Audit Committee directly reports to the Board of Directors.
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