Srithai Superware Public Company Limited
Charter of the Audit Committee, Revised Version 2009

 

Definition

 
  Company                        means   Srithai Superware Public Company Limited
  Board of Directors       means  Board of Directors of Srithai Superware Public Company Limited
   
 
1.Objective:
     
   

           The Audit Committee is a sub-committee that has been appointed by the Board of Directors in order to help reduce the Board of Directors’ tasks and set up good corporate governance.  The objective of having the Audit Committee is to reinforce operating efficiency and add values to organization in term of:
   
    • Confidence, trust and transparency in published financial reporting;
   
    • Taking care of the increased Board of Directors’ responsibilities on financial reporting, adoption of accounting policies, financial management, internal control & internal audit, compliance with regulations and relevant laws, risk management & control, nomination & appointment evaluation of certified auditor;
   
    • Allowing the Board of Directors to consider other matters profoundly other than financial reports and internal control system as well as increasing managerial efficiency in other aspects;
   
    • Strengthening roles & authorities of Independent Directors;
   
    • Creating understanding among Directors on scope of audit.
     
   

           In discharging duties, the Audit Committee has to retain good relationship with Board of Directors, management, auditors both external and internal. In order to assure operating efficiency,  each Audit Committee member has to develop and maintain expertise and knowledge on audit field, understand duty and responsibility, and understand the Company’s business and probable damages.
     

2. Component & Structure:

     
2.1

 

 The Company’s Board of Directors appoints Audit Committee by selecting from Independent Directors.  Audit Committee comprises at least three members.
 
2.2

 

 Independent Director who is appointed as Audit Committee Member must have qualifications set by the Security Exchange Committee (SEC).  At least one Audit Committee Member must have sufficient knowledge and experience to review reliability of financial statements.
 
2.3

 

 Term in office is at least three years.
 
2.4

 

 Head of internal audit is appointed as the secretary of Audit Committee in order to support the Audit Committee function regarding arrangement of meeting schedule and agenda, submission of meeting documents, and preparation of minutes of meeting.
 
3. Qualifications of the Audit Committee member:
 
           The Audit Committee members must be Independent Directors. Each Independent Director must have qualifications as set by SEC as follows;
               
3.1   Holding no more than 1% of issued voting share capital of the Company, parent company, subsidiary, affiliate, or company with possible conflict of interest, including shares held by related persons of such Independent Director.
     
3.2   Not or never being an Executive Director who involves in management, employee or advisor who gets salary, or person who controls the Company, parent company, subsidiary, affiliate, subsidiary of the same level or company with any possible conflict of interest, except person who is free from such banned qualifications as  mentioned above for at least two years before the appointment.
     
3.3   Not a person who has blood or registered relationships as father/mother, spouse, brother/sister, son/daughter and husband/wife of daughter/son of Management, major shareholders, person who has controlling power or persons who will be nominated to be Management or person who has controlling power of the Company or subsidiary.
     
3.4   Not or never having business relationship with the Company, parent company, subsidiary, affiliate, or company with possible conflict of interest that may affect independent decision making. Not or never being a major shareholder, Non-Independent Director or Management of companies which have business relationship with the Company, parent company, subsidiary, affiliate, or company with possible conflict of interest, except person who is free from such banned qualifications as mentioned above for at least two years before the appointment.
   

           Business relationship mentioned above includes normal course of business on leasing or letting of immovable property, assets or services transactions, financial support programs via lending, borrowing, guarantee, pledging and other transactions that will obligate liability in the future with value  at least 3% of net tangible assets of the Company or equivalent to THB 20 million or above, whichever is lower. Calculation method of liability is the same method as that of related party transactions as per the SEC’s notification regarding Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions by mutatis mutandis. In calculation of liability, it shall include those transacted within one year prior to business relationship started with the same person.
     
3.5   Not or never being authorized auditor of the Company, parent company, subsidiary, affiliate, or company with possible conflict of interest and not a major shareholder, Non-Independent Director, Management, Managing Partner of audit company whose auditor works for the Company, parent company, subsidiary, affiliate, or company with possible conflict of interest, except person who is free from such banned qualifications as mentioned above for at least two years before the appointment.
     
3.6   Not or never being professional service provider including legal consultant or financial advisor who gets service fees of over THB 2 million per year from the Company, parent company, subsidiary, affiliate, or company with possible conflict of interest.  In case professional service provider is a juristic person, this includes major shareholder, Non-Independent Director, Management or Managing Partner of that juristic person, except person who is free from such banned qualifications as mentioned above for at least two years before the appointment.
     
3.7   Not being a director appointed as representative of Board of Directors, of the Company major shareholders or shareholders who are related with major shareholders.
   
    3.8   Not having any qualification that may affect independent decision making on the Company’s operation.
         

    4. Authority of the Audit Committee:

       
      The Board of Directors authorizes the Audit Committee as follow:
           
      4.1   To perform under scope of responsibility as described in Charter of the Audit Committee.
           
      4.2   To invite Directors, Management or officers of the Company to attend any  meeting to clarify issues or answer questions relating to business & operation of the Company, subsidiary or joint venture company or project which is under responsibility of  the Audit Committee.
           
      4.3   To discuss with expert or the Company’s advisor (if any) or retain an external advisor/expert if necessary at the Company’s expense.      
           
      4.4   To audit and investigate issue as deemed necessary including request for necessary information so that the Audit Committee could successfully complete its task under its responsibilities.
           

      5. Roles & Responsibilities of the Audit Committee:

           

                 The Audit Committee is a specific sub-committee.  Duty & responsibility of the Audit Committee as assigned by the Board are as follow:
           
      Duty and Responsibility of the Audit Committee
           

             The Audit Committee has the following duty and responsibility:

           
      5.1   To review the Company’s financial reports to assure its correctness and sufficiency of information disclosure by coordinating with auditor and Management who has direct responsibility on issuance of financial statements both quarterly and annually,  and to probably recommend auditor to review particular items/transactions if deemed necessary and important.
           
      5.2   To review the Company to have appropriate and efficient internal control and internal audit systems by working closely with external & internal auditors.
           
      5.3   To select and nominate the Company’s auditor and to determine remuneration for such auditor by taking into consideration audit firm’s reliability, resources and quantity of work load.
           
      5.4   To examine related party transactions or transactions that may have conflict of interest so as to be in line with rules and regulations set by related government agencies.
           
      5.5   To review financial management policy, risk management policy and management’s business ethics, and to work closely with management on significant transactions that need to report to the public as required by law.
           
      5.6   To report the Audit Committee’s activities in the Company’s annual report as being  signed by Chairman of the Audit Committee which comprises :
         
        • Comments on process of reporting and disclosure of financial statements to assure correctness, completeness and reliability;
         
        • Comments on the sufficiency of internal control system;
         
        • Reasons given to believe that the Company’s auditor is fit for appointment for another term;
         
        • Comments on compliance with laws relating to securities and exchange, regulations of the Stock Exchange of Thailand (SET) or laws related to the Company’s business;
         
        • Other reporting deemed necessary for shareholders and investors under its scope of duty and responsibility assigned by the Board of Directors.
         

                 The Risk Management Sub Committee has a term in office of 3 accounting years. It has duty to report to performance to the Audit Committee for consideration before forwarding its report to the Board of Directors for acknowledgement quarterly.
           
      5.7   The Audit Committee should hold meeting to consider topics assigned by the Board as follow:
         
        • To consider financial statements, related financial reports, accounting principles & practices, application of accounting standard, Company’s going concern, significant policy change and management’s reasons for determining accounting policy before presenting to the Board and publicizing to shareholders and investors;
         
        • To consider internal control & internal audit systems;
         
        • To review annual internal audit plan, process of related internal audit plan and audit results evaluation with internal and external auditors, and to review the scope of audit plan as set forth in order to make sure that such audit plan may unveil irregularity or default of internal control system;
         
        • To consider together with auditor on problems or limitations emerging during auditing process and to review internal auditor’s performance;
         
        • To consider together with auditor on problems or limitations emerging during auditing financial statements;
         
        • To consider examine together with internal & external auditors for review of audit plan on procedure and control of electronic data processing and security system so as to prevent fraud or manipulation of computer system by employees or outside persons;
         
        • To comply with laws relating to securities and exchange and regulations set by the Stock Exchange of Thailand (SET) or other related laws;
         
        • To fulfill other missions assigned by the Board of Directors;
         
        • To do self-assessment on performance and responsibility as per assignment.
           
      5.8   To review correctness and sufficiency of financial reports.
           
      5.9
      		   To work closely with Management on evaluating performance of head of internal audit whether he is supposed to get reward or punishment.
           
      5.10
      		   To review closely with Management on policy and sufficiency of risk management.
           
      5.11
      		   To review financial management policy.
           
      5.12
      		   To report the Audit Committee’s activities to the Board of Directors.
           
      5.13
      		   To do other things assigned by the Board and approved by the Audit Committee.
           
      5.14
      		   To review Charter of the Audit Committee as deemed necessary and appropriate.
           
          Responsibility of the Audit Committee:
           
                     To discharge duty as per this Charter, the Audit Committee is responsible directly to the Company’s Board of Directors. The Audit Committee is also responsible to outside persons on the Company’s operations.
       
      6. Meeting of the Audit Committee
           
      6.1

      		   Term of Directorship and Specific Committee

                     Meeting agenda: Secretary of the Audit Committee provides the Audit Committee an invitation letter which includes details like date, time, venue and agenda of meeting. Meeting documents will be sent in advance to the Audit Committee and other attendees for a reasonable period of time for their consideration, or they may ask for more information request.  Meeting agenda should be in line with scope of duty and responsibility of the Audit Committee mentioned above.
           
      6.2  

      		 Meeting frequency: the Audit Committee shall hold at least four meetings a year, depending on situation and necessity.
      6.3   Meeting attendees: the Audit Committee Members must attend meetings by the number required to form a quorum according to the Charter.
      The Audit Committee should invite external and internal auditors to make presentation and may invite other persons who are not Audit Committee Member such as Management to attend meeting as deemed necessary and appropriate.

           
      6.4   Voting: Majority voting is used to determine the meeting resolution.
           
      6.5
      		   Minutes of Meeting: The Secretary of the Audit Committee takes minutes of the meetings, and sends the minutes within 14 days after the meeting to the Audit Committee, the Company’s Directors who attended the meeting and the Company’s auditor for purpose of confirmation of matters of discussion and disclosure of key issues that the Audit Committee have paid attention.
           

      7. Report of the Audit Committee:

           
                 The Audit Committee has duty and responsibility on issuance of report of the Audit Committee or other duty assigned by the Company’s Board of Directors.  Report of the Audit Committee is important not only to the Company’s Directors, but also to shareholders and investors because such report reflects independent and straight-forward comments of the Audit Committee.  This  report assures the Company’s Board of Directors to be confident in Management team that the Company is managed with due care and caution for the interest of shareholders, and shareholders are treated equally. 
           
      7.1
      		   Report to the Board of Directors:
         
            7.1.1 Reporting on its regular activities to the Board of Directors for their acknowledgement:
           
        • Minutes of the Audit Committee’s meeting with comments on various issues clearly made by the Audit Committee;
        • Comments on financial reports, internal control,  and internal audit;
        • Opinion on risk management system;
        • Other reports that the Board of Directors is supposed to know.
             
            7.1.2 Immediate reporting on finding of irregularity for possible remedial actions in due course:
           
        • List of transaction with conflict of interest;
        • Suspect or inference to irregularity or abnormality or significant deficiency in internal control systems;
        • Suspect of violation of laws relating to Securities and Exchange or regulations issued by the Stock Exchange of Thailand or laws relevant to the Company;
        • Suspect or inference in behavior of Director, Manager or person in charge of the Company’s operation of any offence against the Securities and Exchange Act ( No.4) B.E.2551 as found and reported by the auditor. The Audit Committee is required to report its first-hand examination result to the Board of Directors, Office of the Securities and Exchange Commission and the auditor within 30 days. Suspect behaviors and methods of concluding facts about such behaviors shall comply with relevant notification made by the Capital Market Supervisory Board;
        • Any other reports that the Board should know.
             
        7.2
        		   Reporting to the Authority
             
           

        7.2.1  In case the Audit Committee has reported to the Board of Directors of any significant impact on           financial position and operation result, and discussion was held with the Board of Directors and           Management on remedial actions but no action was taken in due course of agreed time frame without           good reason, the Audit Committee or any of its members may report their finding to Office of Securities           and Exchange Commission.

        7.2.2  Reporting to Office of Capital Market Supervisory Board is to clarify any suspect on behavior of           Director, Manager or person in charge of the Company’s operation of any offence against Securities           and Exchange Act (No.4) B.E. 2551 as notified by the Company’s auditor.
             
        7.3
        		   Reporting to Shareholders and Investors.
             
                       Activities carried out during the year in pursuance of its duty and responsibility assigned by the Board of Directors shall be reported and signed by Chairman of the Audit Committee and disclosed in the Company’s annual report. It comprises at least the following information:
           
          • Opinion on correctness, completeness and reliability of financial reporting;
          • Opinion on sufficiency of internal control system;
          • Opinion on compliance to laws relating to securities and exchange, regulations of The Stock Exchange of Thailand, or laws relevant to businesses of the Company;
          • Opinion on suitability of the auditor;
          • Opinion on transactions with probable conflict of interest;
          • Number of meetings of the Audit Committee, and number of attendance of each member;
          • Opinion or overall views derived from discharging assignments under this Charter;
          • Other matters that shareholders and investors should be informed under the scope of duty and responsibility assigned by the Board of Directors.
             
        8.  Evaluation of the Audit Committee
             

                   In order to assure efficiency and achievement of objectives of the Audit Committee, evaluation process of the Audit Committee may be determined by interviewing persons related to operation of the Audit Committee and by answering questionnaire by its members on the issues of efficiency and achievement of objectives of the Audit Committee. The Audit committee should be acknowledged of the evaluation results and impact on operation from the auditor, head of internal audit unit, Accounting Manager, Management and the Board of Directors for purpose of making improvement thereon for higher efficiency and achievement of objectives.

        Evaluation of the Audit Committee will be made individually and collectively once a year.
             
             
        This Charter was approved by the Board of Directors’ resolution passed in the meeting
        no.1/2552 held on 25 February 2009.
         
         

        all rights reserved B.E. 2009 Srithai Superware Pcl.
        www.srithaisuperware.com
         
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