Report of the Audit Committee
The Audit Committee performs its duties in accordance with the scope of duties, mission and responsibilities assigned by the Board of Directors. These duties are to monitor the operations of the Company to ensure that the executives and members of the Executive Board perform their duties and to manage the affairs of the Company in accordance with the approved policies with responsibility and integrity.
In 2015, the Audit Committee has convened five times, excluding meetings with the auditor but without any Company representatives, and attending in order to monitor the progress of the operations as discussed and suggested by the auditors. Its main activities are summarized below.
- To consider the quarterly and annual financial statements before presenting these to the Board of Directors. The Audit Committee has questioned and listened to the explanations from the management and auditors about the accuracy and completeness of the financial statements, including: the adequacy of the disclosures, events after the reporting period and adjustments for accounts that have material impact on the financial statements. Also to ensure that the preparation of financial statements is in accordance with the laws and standards of financial reporting. That accounting and financial statements are accurate and reliable. Insuring that the disclosures in the financial statements are adequate and timely in order to be useful to investors and users of financial statements.
- To review and evaluate internal control systems. The Audit Committee has reviewed and commented on the report of the internal audit system in 2015 conducted by the internal auditors with regards to: control of the control system of fixed assets, the control system of sales, the control system of purchasing, the control of realized system and cost of sales records, human resource management system and payroll, the sales commission calculation, Operating Procedure of Project Manager and follow-up inspections of previous audit and evaluation from the audit firm, DIA and Associates Co., Ltd. The Board of Directors is of the opinion that the Company’s internal control system is sufficient and has appropriate acceptance criteria.
- For the matter of potential conflict of interest transactions, the Audit Committee placed importance in compliance with regulatory requirements and good corporate governance principles.
- At each meeting the Audit Committee has reviewed and commented in regards to their compliance with the Law of the Securities and Exchange Commission, the regulations of the Stock Exchange of Thailand or other Laws relating to the Company’s business. The review of its operations in the Year 2015 showed no past issues of substance regarding non-compliance with the Securities and Exchange Commission Law, nor with the Regulations of the Stock Exchange of Thailand, nor with other laws relating to the Company’s business.
- The Audit Committee has considered the performance, independence and appropriate compensation and thus, has nominated DIA & Associates Co., Ltd as the Company’s internal auditor. Its inspections and reports are useful for CG procedures in compliance with Law of the Securities and Exchange Commission. Its capable officials are nominated namely: Mr.Apinan SriPramoj, Mr.Wason Seehawong, Mr.Saran Sajjawitwisarn, Mr. Sajja Sriwilai, Ms. Chuleeporn Boonsiri or other officials which may be nominated by the internal auditor.
- The Audit Committee has determined, selected, nominated and recommended compensation for the 2016
Annual Audit to present to the Board of Directors for approval by the Annual General of Shareholders
Meeting in 2016, the Audit Committee has considered the performance, independence and appropriate
compensation and , thus, has nominated Miss Manee Rattanabunnakit, a certified auditor of License No.
5313, or Mr. Termphong Opanaphan, a certified auditor of License No. 4501, or Ms. Sumalee
Reewarabandith, a certified auditor of License No. 3970, each being of EY Office Limited as auditors for
the company for 2016, for the following reasons:
- The standard of good work, their expertise in conducting an audit, and their consistently good performance;
- Their precise and good advice and consulting on the new standards in the accounting system;
- The Audit fee for the year 2016 is decreased by 3.38 percent from that of 2015;
- Neither of offices of auditors, nor any of the auditors as proposed above, have any relationship or interest with the Company’s executives, major shareholders or anyone related to such persons; therefore, the Audit Committee finds that there shall be independence in auditing and the review of the financial statements of the Company.
- The Audit Committee has performed within the full scope of the authority, as set forth in the Charter of the Audit Committee, and in compliance with the Securities and Exchange Commission Law and the regulations of the Stock Exchange of Thailand.
- The Company has invested in Kirz Limited “Subsidiary” since April 2013 held at 72.3 percent and an investment in this subsidiary amounting to 108.65 million baht, but the operational results of this subsidiary did not meet the management targets and that there was a trend that would see the operating expenses increasing. To solve such problems, The Executives Board proposed to the Board of Directors to consider the sale of all shares in the amount of 813,500 shares at a price of 80 million baht, the Board of Directors approved and sold those shares to existing shareholders and directors of subsidiaries on September 18, 2015. The results of the sale give the Company a net loss from investment in a period of approximately 2 years 5 months, totaling 28.65 million baht, but due to a provision for impairment at the end of 2014 of 28.33 million baht, a net loss of 0.32 million baht in the period. In 2016, the consolidated financial statements, the Company recorded a profit from the sale of shares in the amount of 37.28 million baht after netting of the sale of shares to the net asset value of subsidiaries of the Company, and the lower amount of the investment from changes in ownership in a subsidiary.
The Committee is of the opinion that the Company operations, within the period as at December 31, 2015 have been performed with both proper internal control and appropriate internal audit. The financial reports are accurate, complete and reliable and in compliance with the laws, rules and regulations related to the Company’s business, including the correct disclosure to regulations that are consistent with good corporate governance, transparency and reliability.
Chairman of the Audit Committee