REPORT OF THE AUDIT COMMITTEE
The Audit Committee of Univentures Public Company Limited consists of three independent directors who are qualified persons in accounting, finance, law and management. They are appointed by the General Meeting of Shareholders and / or the Board of Directors' Meeting. The Audit Committee has the term in position of three years. At the Board of Directors' Meeting No. 3/2016 held on 24th June, 2016, the Meeting had the resolution to appoint Mr. Thitiphan Chueaboonchai to be the independent director and audit committee member replacing Mr. Nararat Limnararat effective on 27th June, 2016.
The Audit Committee's operation for the year 2016 can be summarized as follows:
- 1st January to 26th June, 2016, consisting of Mr. Suwit Chindasanguan as Chairman of the Audit Committee, Miss Potjanee Thanavaranit and Mr. Nararat Limnararat as Audit Committee.
- 27th June to 31st December, 2016, consisting of Mr. Suwit Chindasanguan as Chairman of the Audit Committee, Miss Potjanee Thanavaranit and Mr. Nararat Limnararat as Audit Committee.
In 2016, the Audit Committee held 6 meetings. All 3 Audit Committee members were present at the meeting. The Audit Committee reported the operational performance to the Board of Directors on a quarterly basis. The key performance could be summarized as follows.
Review the accuracy of financial reports and adequacy of disclosure of Company’s information
The Audit Committee reviewed the important information of both quarterly and annual financial statements of the Company and the subsidiaries for the year 2016 including the disclosure of information in the notes to the financial statements of the Company reviewed and audited by the auditor. In consideration, the Chief Financial Officer and the auditor were invited to attend the meeting to clarify the matter before proposing the matter to the Board of Directors for approval. Moreover, the Audit Committee had 1 particular meeting with the auditor officially without the management involvement to discuss independently on the important information on the financial statements, comments, scope of work, plan, and auditors' annual audit approaches.
The Audit Committee agrees with the auditor that the Company's financial report process has good internal control system sufficiently to ensure that the Company's financial report is prepared in accordance with generally accepted accounting principles and shows the financial position and performance of the Company accurately in significant matters with the disclosure of information adequately, timely, and beneficially to shareholders, investors and users of the financial statements.
Review the internal control system
The Audit Committee has reviewed the adequacy of the internal control system based on the internal audit report approved by the internal audit department in accordance with the auditor's assessment reporting that there are no significant weaknesses or defects. Moreover, the results of the internal control assessment has been considered by the management following the framework of the Committee on Sponsorship of the Treadway Commission (COSO 2013) using the “Assessment form on the adequacy of internal control system” as stipulated by the Office of the Securities and Exchange Commission (SEC) required to propose to the Board of Directors for disclosing in the Annual Report and Form 56-1.
The Audit Committee has the opinion that the internal control system is adequate and suitable for business operations.
Review the Company’s internal audit system
The Audit Committee has supervised the internal audit to ensure that the internal audit activity is free and effective by approving the annual audit plan prepared at the Company's significant risk and sufficiency of personnel. The Company also monitors the operational performance of the Internal Audit Department on a quarterly basis by arranging one meeting exclusively with the head of the internal audit unit without the attendance of the management at the meeting with the executives specifically for reviewing the performance and the quality of internal audit department. This includes the support in the development of quality monitoring both in personnel and in the performance of regular audit.
The Audit Committee has the opinion that the Company's internal audit system is appropriate, sufficient, and effective. The operational performance of the Internal Audit Department achieves the goals as set.
Review the risk management
The Audit Committee reviews the risk management system of the Company to ensure that the Company has the appropriate and effective risk management process. The Company has the Risk Management Committee that defines risk management policies and monitors the risk management of the Company on a quarterly basis. Moreover, the CEO who is the President of the Risk Management Committee has the meeting with the Audit Committee to report the progress of risk management in accordance with the policies and plan set forth.
The Audit Committee has the opinion that the Company has an appropriate risk management system that is consistent with the changes in the environment and circumstances both inside and outside sufficiently for making the operation effective.
Review the good corporate governance
The Audit Committee reviewed the corporate governance of the Company to ensure that the Company has an appropriate and effective corporate governance process. The Company has the Corporate Governance Committee to support and provide recommendations in improving the corporate governance policy in accordance with the good practices. The Company has set up the complaints system to provide channels for employees, customers and stakeholders in informing the information or clues about fraud, misconduct, or misbehave of Code of Business Conduct with the agency responsible for handling such complaints appropriately and transparently.
The Audit Committee has the opinion that the Company has continual development on good corporate governance in order to maximize the operational efficiency and build the confidence for all stakeholders.
Review and give the comments on the related transactions or the transactions possibly having the conflict of interest including the issue of disclosure of information
The Audit Committee has reviewed the appropriateness of procedures for entering into related transactions or the transactions possibly causing conflict of interest during the year. This will be included in the agenda of the Audit Committee’s meeting as well as reviewing the disclosure of information accurately and completely in accordance with the law and the regulations of the Securities and Exchange Commission. In addition, for the agenda for the consideration of related transaction to be proposed to the Board of Directors and the shareholders' meeting, the Audit Committee invited the independent financial advisor hired by the Company to clarify the reasonableness of transaction, fairness of prices, conditions of transactions, rules used in the consideration, benefits to the company and shareholders of the Company to ensure that the related transactions are for the benefit of shareholders as a whole. There is the conformity to relevant requirements such as calculation of transactions, approval to enter the transactions, disclosure of information, etc.
The Audit Committee has the opinion that such transaction that take place during the year 2016 was reasonable and beneficial for the Company’s business operation including the accurate and complete disclosure of information.
Consider to select, nominate, and propose for the remuneration of the auditor for the year 2017 to be proposed to the Board of Directors for approval before proposing to the Annual General Meeting of Shareholders for the year 2017 for approval
The Audit Committee has selected the auditor considering the independence of the auditor, quality of previous performance, skills, knowledge, and experience of the auditor including the appropriateness of the audit fee.
The Audit Committee has the resolution proposed to the Board of Directors for consideration and approval at the shareholders' meeting to appoint Mrs. Wilai Buranakittisopon, licensed auditor No. 3920 and / or Mr. Ekkasit Chuthamsatid, licensed auditor No. 4195 and / or Miss Napaporn Sathitthammapporn, licensed auditor No. 7494 from K.P.M.G Phumchai Audit Co., Ltd. as the Company's auditor for the year 2016 with the audit remuneration of not over 880,000 baht reducing from last year due to the change in the accounting period from May to December in 2016 to January to September in 2017 resulting in the reduction in the workload and responsibilities of the auditor.
Opinion on the overall performance of the Audit Committee
The Audit Committee has reviewed and amended the Charter of the Audit Committee on an annual basis to ensure that the Audit Committee Charter remains consistent with the notification and good practices of the Stock Exchange of Thailand and the Securities and Exchange Commission as well as evaluating the operational performance entirely in accordance with good practices of the Office of Securities and Exchange Commission. The results of evaluation of the performance were satisfactory and fulfilled as stated in the Audit Committee Charter approved by the Board of Director using knowledge, ability and independence along with providing the comments and suggestions to the management and the Board of Director continually.