Audit Committee’s Charter

Charter

 

Scope of Duties and Responsibilities of the Audit Committee

  1. To assist the Board of Directors in the discharge of its responsibilities on financial and accounting matters (including reviewing STA’s financial reporting process and our Company’s consolidated financial statements to ensure accuracy and adequacy).
  2. To review our 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 our Company’s compliance with the law on securities and exchange, the regulations of the SET, and the laws relating to business of STA.
  4. To consider the election, the nomination, and the removal of persons with independence, reliability, acceptable qualification and are auditors approved by SEC to act as an auditor of STA and to determine the remuneration of such person as well as to attend a non-management meeting with an auditor at least once a year.
  5. To review the connected transactions, interested person transactions or the transactions that may lead to conflicts of interest, to ensure that they are in compliance with the laws and the regulations of the SET, and are reasonable and in the best interests of STA.
  6. To prepare, and to disclose in our Company’s annual report, an Audit Committee’s report which must be signed by the Chairman of the Audit Committee and consist of at least the following information :
    1. an opinion on the accuracy, completeness and credibility of the company’s financial report;
    2. an opinion on the adequacy of the company’s internal control system;
    3. an opinion on the compliance with the law on securities and exchange, the regulations of the SET, or the laws relating to the STA’s business;
    4. an opinion on the suitability of the auditor of STA;
    5. an opinion on the transactions that may lead to conflicts of interests;
    6. the number of the Audit Committee meetings, and the attendance at such meetings by each committee member;
    7. an opinion or overview of comments received by the Audit Committee from its performance of duties in accordance with the charter; and
    8. other transactions which, according to the Audit Committee’s opinion, should be known to the shareholders and general investors, within the scope of duties and responsibilities assigned by the company’s board of directors.
  7. To commission and review the findings of significant internal investigations and/or consult with the auditor in relation to such findings and report the findings to the Board of Directors of STA in the event that there is any suspected fraud or irregularity or infringement of any law or regulations of Thailand, the rules of the SET, or other relevant regulations which has or is likely to have a material impact on the results of operations and/or financial position of STA.
  8. To review the audit plans, scope of work and results of our audits compiled by our internal and external auditors.
  9. To review the co-operation given by our officers to the external auditors.
  10. To review our risk management structure (including all hedging policies) and any oversight of our risk management processes and activities to mitigate and manage risk at acceptable levels determined by our Directors.
  11. To perform any other act as delegated by the Board of Directors and approved by the Audit Committee.