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. Thavatchai Jaranakarun and Mr. Padoong Techasarintr, as the members. The Internal Audit Office Manager was assigned as the secretary.
The Audit Committee carried out their duties and had responsibilities as assigned by the Company’s Board of Directors and in accordance with the regulations and the guidelines stipulated by the Office of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand.
During the year 2016, the Audit Committee had 12 meetings with presence of all the 3 committee members throughout the period. 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 2016 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.
- 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 internal 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 and the business transactions of the company and its subsidiaries including the transactions which might cause conflict of interests that occurred during the year 2016. 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 and completely disclosed in accordance with the regulations stipulated by the SEC and the Stock Exchange of Thailand.
- Good Corporate Governance
the Audit Committee reviewed the company’s operation to ensure that it was in compliance with the Securities Exchange Act and all the relevant laws. Additionally works in accordance with the good corporate governance principles were also observed for transparency and reliability. Moreover the Audit Committee also conducted the self-assessment of their performance for the year 2016. 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 reviewed 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 2017 at the auditing and reviewing fees of 1,390,000 baht which was 210,000 baht increased from the year 2016. This was due to the expected increase in auditing workload caused by the newly announced guidelines set by the Securities Exchange Commission as well as the new accounting standards which will become effective from year 2017.
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.
March 10th, 2017
On behalf of the Audit Committee
Acting Sub. Lieut. Samart Mekavanitchakul
Chairman of the Audit Committee