Roles and Responsibilities of the Audit Committee

The Board of Directors has identified the roles and responsibilities of the Audit Committee in order to comply with the Notification of the Stock Exchange of Thailand Re: Qualification and Scopes of Duties of the Audit Committee 2008 dated June 9, 2008, as follows:

• To review the Company's financial reporting process to ensure that it is accurate and adequate;
• To review the Company's internal control and internal audit to ensure that they are suitable and efficient;
• To review that the Company and the senior management strictly adhere to risk management policy, strategies and risk appetite;
• To review the adequacy and efficiency of overall risk management policy, strategies and risk appetite at least once a year or upon any significant change;
• 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 businesses;
• To determine the independence of the Internal Audit Office, as well as to approve the appointment, transfer, dismissal and to evaluate the performance of the Head of Internal Audit Office;
• To consider, select and nominate independent persons to serve as the Company’s external auditors, to propose their remuneration, to dismiss the Company’s external auditors and to attend the meeting with the external auditors without the management at least once a year;
• To review related-party transactions and any transactions that may involve a potential conflict of interest so as to ensure that they are in compliance with the law and the regulations of the Stock Exchange of Thailand, and are reasonable and in the best interests of the Company;
• To prepare a report of the Audit Committee which is signed by the Chairman of the Audit Committee and published in the Company’s annual report. This report must contain at least the following information:
  • a commentary on the accuracy, completeness and creditability of the Company's financial report;
  • a commentary on the adequacy and efficiency of the Company's internal control system;
  • a commentary on the efficiency and effectiveness of the overall Company's risk management;
  • a commentary on 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;
  • a commentary on the suitability of the external auditors;
  • a commentary on transactions that may involve potential conflicts of interest;
  • the number of audit committee meetings and the number times of attendance at such meetings by each audit committee member;
  • a commentary or overview of the Audit Committee on the performance of its duties in accordance with the audit committee charter; and
  • the details of any transactions which, in the Audit Committee's opinion, should be known to shareholders and general investors, provided that this must be within the scope of duties and responsibilities assigned by the Board of Directors; and
• To perform any other acts as assigned by the Board of Directors with the approval of the Audit Committee.

In performing its duties within the scope specified above, the Audit Committee shall be directly responsible to the Board of Directors. Nonetheless, the Board of Directors shall remain responsible to third parties for the acts of the Company.