ข่าวแจ้งตลาดหลักทรัพย์
Form to Report on Names of Members and Scope of Work of AC
F 24-1
Form to Report on Names of Members and Scope of Work of the Audit Committee
The Board of Directors meeting/shareholders meeting of Bangkok Aviation Fuel
Services Public Company Limited No.5/2008 held on December 19, 2008 resolved
the meeting's resolutions in the following manners:
Appointment of the Audit Committee/Renewal for the term of Audit Committee:
Chairman of the Audit Committee/Member of the Audit Committee
As follows:
(1)..................................................
(2)..................................................
(3)..................................................
(4)..................................................
,the appointment/renewal of which shall take an effect as of....(date)
Determination/Change in the scope of duties and responsibilities of the Audit
Committee with the following details:
1. To review the 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 or any other unit in charge of an
internal audit;
2. To review the Company's compliance with the law on securities and exchange,
the Exchange's regulations, and the laws relating to the Company's business;
3. To consider, select and nominate an independent person to be the Company's
external auditor, and to propose such person's remuneration, as well as to
attend a non-management meeting with an external auditor at least once a year;
4. 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 Exchange's regulations,and are reasonable and for the highest benefit
of the Company;
5. To consider approving the annual audit plan, budget and man-power of
Internal Audit, with the consent of Managing Director;
6. To prepare, and to disclose in the Company's annual report, the Audit
Committee's report which must be signed by the Audit Committee's Chairman and
consist of at least the following information:
(a) an opinion on the accuracy, completeness and creditability of the
Company's financial report,
(b) an opinion on the adequacy of the Company's internal control system ,
(c) an opinion on the compliance with the law on securities and exchange, the
Exchange's regulations, or the laws relating to the Company's business,
(d) an opinion on the suitability of an external auditor,
(e) an opinion on the transactions that may lead to conflicts of interests,
(f) the number of the Audit Committee meetings, and the attendance of such
meetings by each committee member,
(g) an opinion or overview comment received by the Audit Committee from its
performance of duties in accordance with the Charter, and
(h) other transactions which, according to the Audit Committee's opinion,
should be known to the shareholders and general investors, subject to the
scope of duties and responsibilities assigned by the Company's Board of
Directors;
,the determination/change of which shall take an effect as of December 19, 2008
The Audit Committee is consisted of:
1. Chairman of the Audit Committee
Flight Lieutenant Udom Krisnampok
remaining term in office 9months*
2. Member of the Audit Committee
Mr.Visut Montrivat
remaining term in office 9 months*
3. Member of the Audit Committee
Mr.Sumon Surathin
remaining term in office 9 months*
4. Member of the Audit Committee
..................
remaining term in office........year(s)
Secretary of the Audit Committee Mrs.Mayuree Nalinwong
Remarks * is the remaining terms of holding office of the Audit Committee.
However, such terms will terminate if the member of the Audit Committee
terminates from the Board of Directors.
Enclosed hereto is 2 copies of the certificate and biography of the Audit
Committee. The Audit Committee number(s) 2-3 has/have adequate expertise and
experience to review creditability of the financial reports.
The Audit Committee of the company has the scope of duties and
responsibilities to the Board of Director on the following matters:
1. To review the Company's financial reporting process to ensure that it is
accurate and adequate;
2. To review the Company's operational information reporting process to ensure
that it is accurate,complete and reliable;
3. To review the 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;
4.To review the Company's compliance with the law on securities and exchange,
the Exchange's regulations, and the laws relating to the Company's business;
5. To review compliance with obligations made with non-related parties;
6. To review the adequacy for the safeguarding of assets;.
7. To review risk management and internal control systems of the Company
independently to ensure the efficiency and effectiveness of risk management
system and the adequacy of internal control system to manage the Company's
overall risks, whereby such systems would have been updated appropriately.
Furthermore, to coordinate with the Risk Management Committee from time to time
by exchanging knowledge and information about risk and internal control, which
affect or may affect the Company;
8.To consider, select and nominate an independent person to be the Company's
external auditor, and to propose such person's remuneration, as well as to
attend a non-management meeting with an external auditor at least once a year;
9.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 Exchange's regulations, and are reasonable and for the highest benefit
of the Company;
10. To revise the Charter of the Audit Committee at least once a year;
11. To perform the Audit Committee's assessment and self-assessment annually;
12. To consider approving the annual audit plan, budget and man-power of
Internal Audit, with the consent of Managing Director;
13. To prepare, and to disclose in the Company's annual report, the Audit
Committee's report which must be signed by the Audit Committee's Chairman and
consist of at least the following information:
(a) an opinion on the accuracy, completeness and creditability of the
Company's financial report,
(b) an opinion on the adequacy of the Company's internal control system ,
(c) an opinion on the compliance with the law on securities and exchange, the
Exchange's regulations, or the laws relating to the Company's business,
(d) an opinion on the suitability of an external auditor,
(e) an opinion on the transactions that may lead to conflicts of interests,
(f) the number of the Audit Committee meetings, and the attendance of such
meetings by each committee member,
(g) an opinion or overview comment received by the Audit Committee from its
performance of duties in accordance with the Charter, and
(h) other transactions which, according to the Audit Committee's opinion,
should be known to the shareholders and general investors, subject to the
scope of duties and responsibilities assigned by the Company's Board of
Directors; and
14. The Audit Committee has the power to employ independent professional
advisors when necessary at the Company's expense. Furthermore, each
employment must be followed internal company rules concerned;
15. The Audit Committee has the power to invite management or concerned
person for any information, meeting or documents when necessary;
16. To perform any other act as assigned by the Company's Board of Directors,
with the approval of the Audit Committee.
In its performance of duties above, the Audit Committee must be directly
responsible to the Company's Board of Directors, while the Company's Board of
Directors shall remain responsible to third parties for the operations of the
Company.
The Company hereby certifies that
1. The qualifications of the aforementioned members meet all the
requirements of the Stock Exchange of Thailand; and
2. The scope of duties and responsibilities of the Audit Committee as
stated above meet all the requirements of the Stock Exchange of Thailand.
Signed ....................... Director
( Mr.Vinai Chamlongrasdr )
(Seal)
Signed............................Director
( M.R.Supadis Diskul )