Report of Audit Committee

The Audit Committee of Ratchthani Leasing Public Company Limited is appointed by the Board of Directors, which comprises qualified independent directors who are professionals in many aspects and have knowledge and experiences sufficient to perform the duty of examining financial statements.5 Independent Directors, comprising of Mr.Thakol Nanthirapakorn, Ph.D. as Chairman of Audit Committee, Mr. Suvit Arunanondchai, Mr. Varavudh Varaporn, Mrs.Naree Boontherawara, Ph.D. , and Mr. Surapol Satimanont as Audit Directors.

All members of the Audit Committee are not executives or employees of the Company and possess qualifications as required by the regulations of the Stock Exchange of Thailand and the Office of Securities and Exchange Commission. The Audit Committee has been assigned to supervise and review the Company’s information related to the financial report and financial information disclosure, internal control system and regulatory practices in compliance with the relevant regulatory agencies.  The Audit Committee also has duty to promote the Company’s good corporate governance.

In 2019, the Audit Committee held 4 meetings with the certified auditor, the Company’s internal auditor, management and executives from relevant departments to consider and review the financial statements, connected transactions, listen to the explanation and give suggestion beneficial to the accuracy, completion and reliability of financial reports including the efficiency improvement of the internal control.  The resolutions of each meeting shall be summarized to the Board of Directors on the significant issues for acknowledgement and undertaking for improvement. The implementation of the Audit Committee is mainly summarized as follows:

 

The Accuracy, Completion and Reliability of Financial Reports

The Audit Committee reviewed the quarterly and annual financial statements of the Company by consulting with the auditor and management of finance and accounting department. Besides, the Audit Committee arranged the meetings with the auditor, excluding the participation of the management, to consider on the independence of the auditor in performing his duties and expressing his opinion to ensure that the financial statements had been conducted in accordance with General Accepted Accounting Principles, with correct key information and adequate, accurate, reliable information disclosure. In addition, the committee observed and acknowledged the solution approach beneficial to the Company, including promoting on preparing its financial statements according to the International Accounting Standards (IAS), and International Financial Reporting Standards (IFRS) to comply with the guidelines defined by Federation of Accounting Professions under The Royal Patronage and the Securities and Exchange Commission (SEC).

 

The Sufficiency and Examination of Internal Control System

The Audit Committee reviewed the internal control system to ensure the Company has good and efficient internal control system including anti-corruption control system.  To consider on such system, the committee monitored the internal control system together with the independent internal auditor on planning and approval of the annual audit plan, including the sufficiency and suitability of employees, and independence in conducting the internal audit.  The Audit Committee followed up on the performance and corrective actions according to the audit report on any significant issues continuously.  This shall lead to good internal control system, efficient risk management, and good corporate governance.

 

Compliance with Regulations, Laws or Other Relevant Requirements 

The Audit Committee has reviewed and monitored the operation of the Company in accordance with the rules and regulations of the Office of Securities and Exchange Commission and the Stock Exchange of Thailand including the laws or other requirements relevant to the Company’s business to ensure that the Company has complied with such regulations completely.

 

Risk Management

In the previous year, the Audit Committee reviewed the Company’s various aspects of the risk management, considered and proposed the risk factors which had significant effects on the Company’s operations and business plan to the Board of Directors.

 

Auditor

The Audit Committee selected, nominated for appointment and proposed the auditor remuneration of 2019. The Audit Committee considered qualification, independence, performance and appropriate remuneration rate for auditor and proposed to the Board of Directors before further proposing to the shareholder’s meetings.

 

Connected Transactions or Transaction with Conflict of Interest

The Audit Committee considered and examined the connected transactions, or transactions with conflict of interest by considering the necessity, reasonability, transparency, information disclosure, including other requirements received from the Company before proposing to the Board of Directors for such transactions approval.

 

Audit Committee Charter Consideration

The Audit Committee has considered and reviewed the Audit Committee Charter to ensure that the Audit Committee’s operations were efficient and updated.

The Audit Committee considered and agreed that the Company has prepared the reports and disclosed the accurate financial information properly, adequately and in accordance with the generally accepted accounting principles.  The internal control system and the examination of internal control system were effective, adequate, and appropriately organized. The risk management was efficient.  The Company’s operations were in compliance with the relevant regulations strictly. The auditor was supported to perform his/her duties on expressing an opinion on the financial reports independently.  In addition, the connected transactions and any conflicts of interest were undertaken with transparency, reasonability and sufficient disclosure.

Thakol Nunthirapakorn, Ph. D.

Chairman of the Audit Committee