EN TH

To be a leading value-oriented integrated energy company in Asia-Pacific

Slide Left Slide Right

Role and Responsibilities of the Audit Committee

The Audit Committee of the Company consists of Independent Directors appointed by the Board of Directors based on their expertise, experiences and qualifications, as defined by the regulation of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET). The Committee members stay in office for three years. Their names are listed below. Ms. Kamolkarn Hinviman, Vice President – Head of Internal Audit Division, acts as the Committee’s secretary.

Education / Important Trainings

  • Bachelor of Accountancy, Chulalongkorn University
  • Thailand Insurance Leadership Program (2015), Office of Insurance Commission
  • Fiscal Management Program, Economics and Finance Academy, Economics and Finance Institute
  • Infrastructure Financial Analysis & Tariff Setting: Essential Skills for Financial Analysis, The Institute for Public-Private Partnerships
  • Financial Statement Analysis Workshop, Investment Analysts Association
  • Advanced Mini MBA, Chulalongkorn University
  • Project Feasibility Analysis, Mahidol Management Education Center of College of Management
  • Privatizing Power in Emerging Economies: Structuring & Financing Public/Private Partnerships Through BOT Schemes and Divestiture, INTRADOS/International Management Group
  • Advanced Financial Management, Cooperation between Chulalongkorn University and Thailand Management Association
  • Investment Analysis in Capital and Money Market Course, Chulalongkorn University
  • EGAT Senior Executive Program (ESEP)

Training Related to Roles of a Director

  • Advanced Audit Committee Program (AACP 31/2018), Thai Institute of Directors Association
  • Director Certification Program (DCP 223/2016), Thai Institute of Directors Association

Work Experiences in the Previous 5 Years and / or Important Positions

  • 2015 - 2016 Board of Directors Member, EGAT International Company Limited
  • 2014 - 2016 Deputy Governor - Account and Finance serving as Chief Financial Officer, EGAT

Director / Other Positions at Present

Other Listed Companies

  • None

Non-listed Organizations

  • 2018 - Present Board of Directors Member, National Science Museum, Thailand

Notes: EGAT stands for Electricity Generating Authority of Thailand

Education / Important Trainings

  • Master of Public Administration (Public Administration), Chulalongkorn University
  • Bachelor of Arts (Economics), Kasetsart University
  • The Executive Program in Energy Literacy for a Sustainable Future, Class 5, Thailand Energy Academy
  • Inspector General Program, Office of the Civil Service Commission
  • The Civil Service Executive Development Program: Visionary and Moral Leadership, Program 1, Class 39, Office of the Civil Service Commission
  • Inspector-General Program (2009), Office of the Permanent Secretary, Office of the Prime Minister in collaboration with office of the Civil Service Commission

Training Related to Roles of a Director

  • Financial Statements for Government Executives (1/2007), Thai Institute of Directors Association

Work Experiences in the Previous 5 Years and / or Important Positions

  • 2011-2014 Commissioner, Energy Regulator Commission, Office of the Energy Regulatory Commission
  • 2011 Acting Director General-Energy Policy and Planning Office, Ministry of Energy
  • 2005-2011 Inspector General, Ministry of Energy

Director / Other Positions at Present

Other Listed Companies

  • None

Non-listed Organizations

  • None

Education / Important Trainings

  • Master of Engineering (Infrastructure Engineer and Management), Kasetsart University
  • Bachelor of Engineering (Civil Engineering), Chiang Mai University
  • The National Defence Course, Class 60 (2017), The National Defence College of Thailand
  • The Executive Program in Energy Literacy for a Sustainable Future, Class 14, Thailand Energy Academy
  • The Civil Service Executive Development Program: Visionary and Moral Leadership, Program 1, Class 83, Office of the Civil Service Commission
  • Advanced Certificate Course in Public Administration and Law for Executives, Class 14, King Prajadhipok’s Institute
  • Top Executive Program in Commerce and Trade (TEPCoT), Class 7, University of the Thai Chamber of Commerce
  • Senior Executive Program, Class 4, Budget Bureau

Training Related to Roles of a Director

  • Financial Statement for Directors (FSD 42/2020), Thai Institute of Directors Association
  • Director Certification Program (DCP 281/2019), Thai Institute of Directors Association
  • Advanced Audit Committee Program (AACP 34/2019), Thai Institute of Directors Association
  • Director Accreditation Program (DAP 154/2018), Thai Institute of Directors Association

Work Experiences in the Previous 5 Years and / or Important Positions

  • 2017 - 2019 Deputy Director-General, Department of Energy Business, Ministry of Energy
  • 2015 - 2017 Director, Bureau of Oil Business Safety, Department of Energy Business, Ministry of Energy

Director / Other Positions at Present

Other Listed Companies

  • None

Non-listed Organizations

  • 2019 - Present Deputy Permanent Secretary, Ministry of Energy

The Committee reports directly to the Board of Directors and shall perform its tasks and responsibilities as assigned by the Board of Directors and in compliance with the SEC's and the SET's regulations as follows:

  1. To review the Company’s financial reports to ensure that they are accurate and adequate;
  2. To review the Company’s internal control system and internal audit system to ensure that they are suitable and efficient;
  3. To review the Company’s compliance with the law on securities and exchange, the Stock Exchange of Thailand’s rules and regulations, and other 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 Stock Exchange of Thailand’s regulations;
  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:
    • an opinion on the accuracy, completeness and creditability of the Company’s financial reports;
    • an opinion on the adequacy of the Company’s internal control system;
    • an opinion on the compliance with the law on securities and exchange, the Stock Exchange of Thailand’s regulations, or the laws relating to the Company’s business;
    • an opinion on the suitability of an auditor;
    • an opinion on the transactions that may lead to conflicts of interests
  7. To review the Internal’s Audit Division’s works in the following areas:
    • approve the scope of work, annual audit plan, budget and personnel recruitment to ensure it is sufficient to support the Committees’ duties and responsibilities;
    • review the appointment, reshuffle or termination of the Internal Audit Division Director;
    • review the internal audit reports;
    • scrutinize the status of independence of the Internal Audit Division
  8. Consider and review audit criteria and process to ensure that they regularly comply with current business environment
  9. Summarize and report the Audit’s Committee’s tasks and movement to the Board of Directors
  10. Reporting the findings or suspicious transactions or any of the following acts which may materially affect the Company’s financial condition and operating results, to the Board of Directors for rectification within the period of time that the Audit Committee thinks fit:
    • a transaction which causes a conflict of interest;
    • any fraud, irregularity, or material defect in an internal control system; or
    • an infringement of the law on securities and exchange, the Stock Exchange of Thailand’s regulations, or any law relating to the Company’s business.

      If the Company’s Board of Directors or Management fails to make a rectification within the period of time under the first paragraph, any Audit Committee member may report on the transaction or act under the first paragraph to the Office of the Securities and Exchange Commission or the Stock Exchange of Thailand.
  11. Implement the tasks stated above for subsidiaries as assigned or requested by subsidiaries within the Audit Committee’s scope of work
  12. Other tasks actions assigned by the Board of Directors which is approved by the Audit Committee

The Audit Committee has authority to take following actions: inviting directors, employees, staff to attend the meeting to clarify and answer any question relating to the Committee’s duties and responsibilities; discussing with the Company’s expert or consultant (if any) or hiring a third-party consultant or specialist if necessary at the Company’s expenses; requesting the Company’s employees to submit necessary documents about the Company’s operations for auditing or investigation for work accomplishment; assigning any employee or staff to take particular action to support auditing activities; and taking action specified above in relations to subsidiaries as assigned or requested by subsidiaries and within scope of their authority and duties.