2
Miss Pranee Rattakam
Chairman of the Audit Committee
Mr.Theera Phetmalaigul
Audit Committee
Mr.Tatchapong Thamputthipong
Audit Committee
   Charter of Audit Committee

To make Audit Committee of Wiik & Hoeglund Public Company Limited can act according to the Board of Directors delegated effectively adhere to the principles of good corporate governance and meet international standards. Therefore the Board of Directors agreed to determine Charter of Audit Committee as follows.

1. Member of Audit Committee must be a director of the Company and qualified as defined by the Securities and Exchange Commission and corporate governance policy of the Company including the appointment must be approved by the Board of Directors.
2. The Audit Committee must consist of not less than 3 members and must be a specialist or has an experience in accounting or financial at least 1 person.
3. The Board of Directors shall select and appoint one member of audit committee as the Chairman of Audit Committee.
4. Head of internal audit department (If available) or chief finance officer serves as the secretary of Audit Committee by position.

Member of Audit Committee has term of office according to their tenure for director position and member of Audit Committee who retires by rotation may be re-appointed for another term. Addition to the retirement by expiration of term, a member of Audit Committee must retire from office when;

  • Dead
  • Resign
  • Disqualified to being a member of Audit Committee according to this charter or regulations of the Securities and Exchange Commission.
  • The Board of Directors approved to retire.

A member of Audit Committee who wish to resign, shall submit a letter of resignation to the Chairman of Board of Directors and Board of Directors is an approver in the event that the entire Audit Committee shall retire from office. The Audit Committee that retired from office must acting in position to continue operation until new Audit Committee will be commissioned.

In the case of member of audit committee becomes vacant because of other causes in addition to retirement by rotation, the Board of Directors have to appoint a person who qualified to be a member of audit committee instead within 90 days to make the Audit Committee has full member according to the Board of Directors defined.

The Audit Committee meeting at least 4 times per year. For the audit committee’s meeting request, Chairman of Audit Committee or Secretary to Audit Committee by order of the Chairman have to submit a meeting notice to member of Audit Committee at least 7 days before the meeting. Except in the case of an emergency, Chairman of Audit Committee may holds the meeting without any notice of the meeting to consider urgent matters.

At a meeting of Audit Committee must have the members attended by not less than one-half of all members who the Board of Directors appointed to constitute a quorum. In case that the Chairman of Audit Committee is not present at the meeting or unable to perform the duties, members of Audit Committee who attending the meeting shall elect one among themselves to be Chairman of the meeting.

The decision of the meeting shall be by majority vote. A member of Audit Committee has one vote in the voting, except a member who is stakeholder in the matter, is no right to vote on such matter. If the votes are equal, the chairman of meeting shall has an additional casting vote.

The Audit Committee has duties and responsibilities as follows.

1. Review the accuracy of Company’s financial statements as it should be according to the general accepted accounting standards and adequate disclosure.
2. Review the Company’s internal control and internal audit systems to be appropriate and effective.
3. Review the Company’s compliance with the law on Securities and Stock Exchange, requirements of the Stock Exchange of Thailand and laws relating to the Company’s business.
4. Consider and make a proposal in re-appointment, termination and remuneration of auditor of the Company.
5. Meeting with the auditor specifically at least 1 time per year to discuss on various matters that the Audit Committee or the auditor see that it should be discuss in private.
6. Review the independence of auditor and determine the receiving other services policy that is non-audit service from the same audit firm.
7. Review the corporate governance policy and make the proposal any changes to approve by the Board of Directors.
8. Review the related party transactions or transactions that may have conflicts of interest to comply with laws and regulations of the Stock Exchange of Thailand. This is to ensure that such transactions are reasonable and in the best interests of the Company.
9. Review the Company’s risk management systems to be appropriate and effective.
10. Consider the independence of internal audit department as well as to approve, appoint, migrate, lay off and consider the performance, meritorious service of internal audit head. All of this may hire individuals or external firm to perform internal audit work by nominate and qualifications to the Audit Committee for approval at least once a year at the same time with an auditor nomination and practice as the Company conduct themselves tacitly.
11. Review and comment on internal audit plan, performance of internal audit department and coordinate with the auditor.
12. Prepare a report of the Audit Committee to disclose it in annual report of the Company that report must be signed by the Chairman of Audit Committee and must contain at least the following.

  • Commenting on the accuracy, completeness and reliability of the financial statements of the Company.
  • Commenting on the adequacy of internal control system of the Company.
  • Commenting on the compliance with law on the Securities and Exchange, requirements of the Stock Exchange of Thailand or the laws relating to the Company’s business.
  • Commenting on the suitability of an auditor.
  • Commenting on the transactions that may have conflicts of interest.
  • The number of Audit Committee’s meetings and the attendance of each member.
  • Comments or overall observation that the Audit Committee received from the performance of duties under the Charter.
  • Other issues that shareholders and investors should be informed under the scope of duties and responsibilities as assigned by the Board of Directors.
13. Investigate suspicious circumstances that director, manager or persons who responsible for operation of the Company committed an offense under the Securities and Exchange Act (No. 4) BE 2551 which the auditor detected and reported and the Audit Committee shall reports the results of preliminary inspection to Board of Directors, the Securities and Exchange Commission and the auditor within 30 days from the date of notification by the auditor. The suspicious circumstances that have to inform and method to get facts about such circumstances shall be in accordance the notification of the Capital Market Commission defined.
14. In performing of Audit Committee’s duties, if found or suspected that it have transaction or action as follows which may have a significant impact on the financial position and operating results of the Company. The Audit Committee shall reports to Board of Directors for rectification within period that Audit Committee deem appropriate.

  • Transaction was conflicts of interest.
  • Fraud or irregularity or a significant deficiency in internal control system.
  • Violation of the law on Securities and Exchange, requirements of the Stock Exchange of Thailand or the laws relating to the Company’s business.

If the Board of Directors or Executive fails to make a rectification within period according to the first paragraph, one of member of Audit Committee may report such transactions or actions to the Securities and Exchange Commission or the Stock Exchange of Thailand.

15. Authorized to hire the consultant or outsider according to regulation of the Company to comment or consulting if needed.
16. Authorized to invite the Executive or any related person of the company to comment, attend meetings or provide relevant information.
17. Report the performance of Audit Committee to the Board of Directors acknowledge at least 4 times per year.
18. Evaluation of its own performance annually.
19. Review and evaluate on the adequacy of its charter and propose the change to the Board for approval.
20. Perform any other duties as assigned by the Board of Directors.

The Board of Directors is authorized to determine the remuneration of Audit Committee as deems appropriate.

This Charter of Audit Committee approved by the Board of Directors’ meeting No. 8/2015 on August 11, 2015 and shall become enforcement on August 11, 2015 onwards.