Report of Audit Committee

The Audit Committee of Ratchthani Leasing Public Company Limited is appointed by the Board of Directors, which comprises of 5 qualified independent directors as follows:

1. Ph.D. Thakol Nunthirapakorn Chairman of Audit Committee
2. Mr. Suvit Arunanondchai Member of Audit Committee
3. Mr. Varavudh Varaporn Member of Audit Committee
4. Assistant Professor Naengnoi Chai-onnom Member of Audit Committee
5. Mr. Surapon Satimanont Member of Audit Committee

Mr. Boonchu Wongpakdee, Vice President of Corporate Strategy and Finance, is the Secretary of the Board of Audit Committee.

 

All members of the Audit Committee are non executives or employees of the Company and possess qualifications as required by the regulations of the Stock Exchange of Thailand and the Securities and Exchange Commission. The Audit Committee has been assigned to supervise and review information of the Company which related to the financial report and disclosure, internal control system and regulatory conduct in compliance with the related supervision agencies including promoting the Company to provide appropriate good corporate governance.

In 2016, the Audit Committee held 5 meetings with the certified auditor, internal auditor, the 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 accurate, complete and reliable of the financial statements including the improvement of the efficiency 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 accurate, complete and reliable of Financial Report

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 its duties and expressing an opinion to ensure that the financial statements had been conducted in accordance with General Accepted Accounting Principle, with correct information and adequate disclosure as accurately and reliably. In addition, the committee observed and acknowledged the solution to approach beneficially to the Company, including promoting on preparing its financial statements on the International Accounting Standards (IAS), and International Financial Reporting Standards (IFRS) to comply with the guidelines defined by Federation of Accounting Professions 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, including following up the performance and corrective actions according to the report of audit on any significant issues continuously.  This shall lead to good internal system, efficient risk management, and corporate good governance.

 

  • Risk Management

On the previous year, the Audit Committee has reviewed on the Company’s various aspects of the risk managements by considering and presenting risk factors effected to the Company’s operation and business plan to the Board of Directors.

 

  • Compliance with Regulatory, 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 Securities and Exchange Commission and the Stock Exchange of Thailand including laws or relevant requirements on the Company’s business to ensure that the Company has complied with such regulations completely.

 

  • Connected Transactions or Conflicts of Interest

The Audit Committee has considered and monitored the connected transactions, or conflict of interest by consideration of the necessity, reasonability, transparency, information disclosure, including other requirements received by the Company prior presenting to the Board of Directors for approving such transactions.

 

  • The Auditor

The Audit Committee has considered the qualification, independence, performance and proper remuneration of the auditor, and presented to the Board of Directors.

The Audit Committee has considered and agreed that the Company has prepared 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 are efficient, adequate, and appropriately organized, as well as the efficient risk management.  The Audit Committee has also supervised the Company’s operation in compliance with the relevant regulations strictly and monitored the auditor to perform his/her duties on expressing an opinion on the financial reports independently.  In addition, the connected transactions and any conflicts of interest are undertaken with transparency, reasonability and sufficient disclosure.

Thakol Nunthirapakorn, Ph. D.

Chairman of the Audit Committee