Term of Office
- The Audit Committee members’ term of office shall be equal to that of their directorship (Not more than 3 years)
- Members who complete their terms of office may be re-appointed, subject to the Board’s discretion, but they may serve no more than three consecutive terms, or a combined total of nine years. There shall be no exceptions.
- In the event of a director vacating office, due to any reason, the company shall provide explanation to the Stock Exchange of Thailand.
- If any committee position becomes vacant for any reason other than retirement by rotation, the Board shall appoint a new, qualified director to serve on the committee within three months from the date its members fell short of the required number.
Duties and Responsibilities
- Review the accuracy and adequacy of IRPC’s financial reports, ensuring that they meet accounting standards stipulated by law.
- Examine IRPC’s internal control, internal audit systems, and risk management process for suitability, sufficiency, and effectiveness.
- Review and ensure IRPC is in compliance with the laws governing securities and stock exchange as well as other regulations relevant to the company’s business.
- Examine connected transactions and other transactions with possible conflicts of interest to ensure compliance with laws and regulations of the Stock Exchange of Thailand and to ensure the reasonableness of such transactions in the best interests of IRPC.
- Select and nominate an independent auditor; determine the fee of auditor appointed to audit the company’s financial statements as well as to remove auditor in the event of incompetence, negligence, or misconduct; and attend a meeting with the auditor in the absence of the senior management at least once a year.
- Ascertain that the independent auditor and Internal Audit’s scopes of responsibility and auditing plans are complementary to each other to reduce auditing redundancies.
- Approve auditing plans and offer opinions on the budget and workforce of Office of Corporate Internal Audit.
- Appoint, transfer, or dismiss the manager of Office of Corporate Internal Audit and ensure the independence of the Office of Corporate Internal Audit.
- Oversee the efficiency and effectiveness of IT systems relevant to internal control and risk management.
- Prepare the Report of the Audit Committee, which is a part of the annual report.
- Access the information needed to review and investigate relevant persons within the scope of its duties and responsibilities of the Audit Committee under IRPC’s Articles of Association.
- Report to the Board of Directors upon detecting transaction or action that may give rise to material impact to IRPC’s financial status or operating results so that appropriate measures can be taken to mitigate or resolve it. Events that require reporting include:
(1) Conflict of Interest.
(2) Corrupt practices, misconducts, or abnormalities or serious faults in the internal control system.
(3) Violations of securities and exchange laws, regulations of the Stock Exchange of Thailand, or other rules relevant to IRPC’s business.
If the Board or the management fails to act promptly without a valid reason, the Audit Committee shall promptly report the incident to the Securities and Exchange Commission, or the Stock Exchange of Thailand.
- Perform other tasks assigned by the Board.