Mr. Vitoon Tejatussanasoontorn
Chairman of the Audit Committee
General Chetta Thanajaro
Audit Committee Member
General Sampao Choosri
Audit Committee Member
Dr. Annop Tanlamai
Audit Committee Member
Report of the Audit Committee
The Audit Committee of Bangkok Expressway and Metro Public Company Limited, as appointed by the Company’s Board of Directors, comprises four independent directors, namely, Mr. Vitoon Tejatussanasoontorn, as the Audit Committee Chairman, General Chetta Thanajaro, General Sampao Choosri and Dr. Annop Tanlamai, as the Audit Committee Members. The Audit Committee Chairman and Dr. Annop Tanlamai specialize in accounting and finance, and the General Manager of Internal Audit Office serves as secretary to the Audit Committee.
The Audit Committee has performed its duties within the scope, duties and responsibilities as assigned by the Board of Directors in line with the requirements of the Stock Exchange of Thailand. In 2016, the Audit Committee held four meetings for discussion and sharing of opinions with the management and internal auditor, and a meeting with the auditor without the management’s presence, for independent discussion on the essence in the preparation of the financial statements and the annual audit plan.
The key performance of duties of the Audit Committee may be summarized as follows:
- Review of Financial Report: The Audit Committee reviewed the financial statements of the Company and its subsidiaries, including changes in the accounting policy, the adjustments which materially affected the financial statements, and correct and complete disclosure of information, to ensure that the financial statements were prepared in accordance with the legal requirements, the generally accepted accounting standards and the financial reporting standards, with correct and sufficient disclosure of information in a timely manner for the benefit of shareholders or information users for making an investment decision.
In review of the financial statements and compliance with the relevant regulations and laws, the Audit Committee was of the opinion that the Company complied with the relevant laws, the accounting system and financial report were correct and reliable, with sufficient disclosure.
- Review of Effectiveness of Internal Control System: The Audit Committee reviewed the assessment result of the internal control system to ensure the effective performance in all work units, compliance with various laws and requirements, and sufficiency in order to control and prevent corruption. The Internal Audit Office independently examined and evaluated the sufficiency of the internal control, as well as reporting directly to the Audit Committee, taking into consideration the operations, resource utilization, property management, risk prevention and minimization, and reliability of financial report, and focusing on the internal control of the information system, subject to further review and monitoring by both internal auditor and the auditor.
- Supervision of Internal Audit: The Audit Committee reviewed and approved the internal audit plan and scope of work, considered the audit report, monitored the corrections under the audit report, provided suggestions in the improvement regarding the audit performance, to ensure appropriate and effective audit system. It also considered internal auditor development plan to keep pace with changes in business, along with ongoing self-improvement in the direction of the organization’s business operations and the international standards, as well as approved the consideration for appointment, transfer or termination of employment of Head of the Internal Audit Unit or any other unit responsible for internal audit.
- Review of Good Corporate Governance: The Audit Committee reviewed the Company’s operations in compliance with the law on securities and exchange, rules and regulations of the Office of the Securities and Exchange Commission, requirements of the Stock Exchange of Thailand, and other laws relating to the business operations, including obligations which may arise from agreements executed with third parties, and found that the Company duly and properly complied with the relevant laws and requirements in a timely manner.
- Consideration of Connected Transactions: The Audit Committee reviewed and provided opinions on connected transactions or transactions which might give rise to conflicts of interest in compliance with the applicable laws and requirements of the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand to ensure transparency, justifications, and benefits to the Company’s business operations and shareholders as a whole.
- Consideration for Selection and Nomination of the Auditor and Determination of Annual Remuneration for the Auditor: The Audit Committee had the duties to select and nominate, re-elect, or terminate the engagement of the auditor, and consider the remuneration for the auditor, as well as ensure disclosure of the auditing fee and non-audit fee paid to the auditor.
In the proposal for appointment of the auditor for 2017, the Audit Committee assessed the previous audit and considered the reasonableness of the auditing fee and was of the view that the auditor from EY Office Limited was independent, knowledgeable and experienced regarding the audit, provision of advice on the accounting standards, certification of the financial statements in a timely manner, and concluded that the auditing fee was reasonable. Therefore, it proposed the matter to the Board of Directors to consider and seek approval of the meeting of shareholders for appointment of the auditor from EY Office Limited as the Company’s auditor for 2017, with the remuneration in an amount not exceeding Baht 3,350,000 per year.
- Preparation for Participation in Private Sector Collective Action Coalition Against Corruption: The Audit Committee assigned the management and the Internal Audit Office to conduct a study in detail and to prepare a self-evaluation in accordance with the self-evaluation form regarding anti-corruption measures, as well as to monitor and follow up on the compliance with the anti-corruption measures, to ensure readiness in submission of an application for certification.
In summary, the Audit Committee fully performed its duties as specified in the Audit Committee Charter as approved by the Board of Directors, by using sufficient knowledge, abilities, prudence and independence in providing opinions and suggestions for the fair benefit of all interested parties. It was of the view that the Company’s report on financial information and operations was correct in compliance with the generally accepted accounting standards and the financial reporting standards, that the risk management was sufficient, with effective and proper internal control system and internal audit, and that the business operations complied with the good corporate governance principles, applicable laws and requirements relating to the Company’s business.
(Mr. Vitoon Tejatussanasoontorn)
Audit Committee Chairman