Revise duties & responsibilities of the audit committee
[Translation]
Ref. PDI/BK-BS-015/2009
19 February 2009
To : President
The Stock Exchange of Thailand
Re. : Revise the scope of duties and responsibilities of the
audit committee
Padaeng Industry Public Company Limited would like to report
SET according to revise the scope of duties and responsibilities of
the audit committee (Form 24-1) as attachment.
Please be notified accordingly.
Yours truly,
- Signature -
(Dr. Surin Tanticharoenkiat)
Company Secretary
Board Secretary Division
Tel. 02 695 9499 Ext. 9335, 9331
Fax 02 695 9493
F 24-1
Form to Report on Names of Members and Scope of Work of the
Audit Committee
The Board of Directors meeting of Padaeng Industry Public
Company Limited No. 01-2009 held on 17 February 2009 resolved the
meeting's resolutions in the following manners:
Appointment of the audit committee/Renewal for the term
of audit committee:
Chairman of the audit committee Member of the audit committee
As follows:
(1) .....................................................
(2) .....................................................
(3) .....................................................
(4) .....................................................
,the appointment/renewal of which shall take an effect as of
.......(date)..............
X Determination/Change in the scope of duties and
responsibilities of the audit committee with the following details:
1. To review the Company's financial reporting process to ensure that
it is 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 chief of an internal
audit unit 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 Exchange's regulations, and the laws relating to the
Company's business.
4. To consider, select and nominate an independent person to be the
Company's auditor, and to propose such person's remuneration,
as well as to attend a non-management meeting with an auditor at
least once a year.
5. To review the Connected Transactions, or the transactions that may
lead to conflicts of interests, to ensure that they are in compliance
with the laws and the Exchange's regulations, and are reasonable and
for the highest benefit of the Company.
6. To prepare, and to disclose in the Company's annual report, an audit
committee's report which must be signed by the audit committee's
chairman and consist of at least the following information:
(a) Opinion on the accuracy, completeness and creditability of
the Company's financial report.
(b) Opinion on the adequacy of the Company's internal control system.
(c) Opinion on the compliance with the law on securities and exchange,
the Exchange's regulations, or the laws relating to the Company's
business.
(d) Opinion on the suitability of an auditor.
(e) Opinion on the transactions that may lead to conflicts of
interests.
(f) The number of the audit committee meetings, and the attendance
of such meetings by each committee member.
(g) Opinion or overview comment received by the audit committee
from its performance of duties in accordance with the charter.
(h) Other transactions which, according to the audit committee's
opinion, should be known to the shareholders and general
investors, subject to the scope of duties and responsibilities
assigned by the Company's board of directors.
7. To monitor the risk management process.
8. To perform any other act as assigned by the Company's board of
directors, with the approval of the audit committee.
9. Report any matter to the board that the audit committee considers
appropriate.
, the determination/change of which shall take an effect as of
17 February 2009.
The audit committee is consisted of:
1. Chairman of the audit committee Mr. Vinai Vamvanij
remaining term in office 2 year(s)
2. Member of the audit committee Mr. Paron Israsena
remaining term in office 2 year(s)
3. Member of the audit committee Mr. Aswin Kongsiri
remaining term in office 2 year(s)
Secretary of the audit committee Dr. Surin Tanticharoenkiat
Enclosed hereto is 3 copies of the certificate and biography
of the audit committee. The audit committee number(s) 1 has/have
adequate expertise and experience to review creditability of the
financial reports.
The audit committee of the company has the scope of duties and
responsibilities to the Board of Director on the following matters:
1. .......................................................
2. .......................................................
3. .......................................................
4. .......................................................
5. .......................................................
6. .......................................................
7. .......................................................
8. .......................................................
The company hereby certifies that
1. The qualifications of the aforementioned members meet all the
requirements of the Stock Exchange of Thailand; and
2. The scope of duties and responsibilities of the audit committee
as stated above meet all the requirements of the Stock Exchange of
Thailand
-Signed-
Chairman
(Mr. Arsa Sarasin)
-Signed-
Director
(Mr. Vinij Ongnegnun)