The Audit Committee of the Kulthorn Kirby Public Co.,Ltd. consisted of the 3 independent directors who were fully qualified in accordance with the Audit Committee’s Charter; Acting Sub. Lieut. Samart Mekavanitchakul, as the Chairman of the Audit Committee, Mr. Tawatchai Jaranakaran and Mr. Padoong Techasarintr, as the members.Later,Mr. Padoong Techasarintr retired from the Committee on 21 st February 2018 and Acting Sub. Lieut Samart Mekavanitchakul retired too. Futhermore, on 7 th May 2018 The Committee reset Mr Padoong Techasarintr back to the independent Audit Committee.Then,The Audit committee assigned Mr. Tawatchai Jaranakaran , as the Chair man of the Audit Committee.Vice Admiral Naruedom Saardyen and Mr. Padoong Techasarintr ,as the members.
During the year 2018, the Audit Committee had 8 meetings as following detail:
|Number of Meeting||Number of Enter|
|Acting Sub. Lieut. Samart Mekavanitchakul||2||2|
|Mr. Padoong Techasarintr||8||8|
|Vice Admiral Naruedom Saardyen||6||6|
There were also meeting with the internal auditors and for some agendas the management also participated in order to have more information as well as suggestions and ideas which benefited the company. Moreover all activities performed were regularly reported to the Board of Directors quarterly which covered the key points as follows:
- Financial Statements:
the Audit Committee reviewed the key data of the quarterly and annually financial statements of the company and its subsidiaries for the year 2018 which were reviewed and endorsed by the external auditors in order to ensure that the mentioned statements were prepared in accordance with the enforcement of the current accounting standards with complete and sufficient disclosure of information and reliable. Moreover there were meeting with the external auditors without the participation of the company’s management in order to review the independency and to listen to comments and observations from them.
- Review and revise the sufficiency and the appropriateness of the Internal Control System:
the Audit Committee reviewed and assessed the sufficiency of the internal control and internal auditing systems for appropriateness and effectiveness. This also covered the subsidiary companies. The annual auditing plan was considered and endorsed. The internal auditing reports were reviewed and the process of suggested improvements were also continuously followed up. There was no significant weakness. The Audit Committee found that the company and its subsidiaries had sufficient and appropriate internal control system.
- Risk Management:
according to the review it was found that the company had an appropriate risk management system which was suitable to the business conditions. There were meetings to establish the working procedures in order to prevent the problems or reduce the impacts which might affect the company’s businesses and keep them at the acceptable level.
- Related transactions or transactions which might cause conflict of interests:
the Audit Committee reviewed the related transactions between the company, its subsidiaries and all related parties as well as the transactions which might cause conflict of interests that occurred during the year 2018 for accuracy and reasonableness. This was to ascertain that the mentioned transactions were carried out according to the normal business conditions and to the optimum benefit of the company. No benefits were siphoned off. The information was sufficiently disclosed. Additionally works in accordance with the regulations instructed by the Securities Exchange Commission (SEC) were also being observed.
- Good Corporate Governance:
the Audit Committee reviewed the company’s operation to ensure that it was in compliance with the Securities Exchange Act, the regulations of the Stock Exchange of Thailand and all the key laws which were relevant to the company’s businesses. Additionally works in accordance with the good corporate governance principles were also observed for transparency and reliability.
- The self-assessment of the Audit Committee:
the Audit Committee reviewed and assessed their performance during the year 2018. This was to comply with the good corporate governance guidelines suggested by the SEC. The assessment results showed that the Audit Committee has effectively carried out their duties in accordance with the scope, duties and responsibilities as stipulated in the Audit Committee’s Charter.
- Appointment of Auditors:
the Audit Committee considered and proposed to the company’s Board of Directors to be further approved at the General Meeting of the shareholders, appointment of Ms. Siriwan Suratepin, a certified public accountant number 4604, and/or Ms. Sathida Ratananurak, certified public accountant number 4753, and/or Mr. Wichart Lokatekrawee, a certified public accountant number 4451 of the EY Office Limited as the company’s auditors for another year in 2019 at the auditing and reviewing fees of 1,870,000 baht which was 170,000 baht increased from last year. This was due to the expected increase in the auditing workload and the responsibilities to review and to audit more according to the newly announced accounting standards.
The Audit Committees had freedom in carrying out their assigned duties and received good cooperation from the Management. The external auditor were invited for consultations, ideas and/or observations relating to the internal control system of accounting and finance. There were no irregularities and significant errors found.
February 15th, 2019
On behalf of the Audit Committee
Mr. Tawatchai Jaranakaran
Chairman of the Audit Committee