-Translation- AIS 191/1999 August 13, 1999 Re : Charter of the Audit Committee To : President Stock Exchange of Thailand The Resolution of the Board of Directors of Advanced Info Service Public Company Limited. Held on August 11, 1999, at 10.00 a.m., at Board Room 20 Fl. Shinawatra Tower 1, 414 Phaholyothin Rd., Samsen Nai, Phayathai, Bangkok, 10400 approved the Charter of the Audit Committee has detail as an attachment. Your faithfully, -Signed- (Mr.Somprasong Boonyachai) Director Advanced Info Service Plc. RE: Charter of the Audit Committee Whereas, the Board of Directors of Advanced Info Services Public Company Limited realizes the significance of Good Corporate Governance, thereby appointing the Audit Committee as an important tool for monitoring its performance and management in order to ensure the correct standard, transparency and reliable financial reporting system for the benefit of the concerned investors and persons in accordance with the Stock Exchange of Thailand's policy. Therefore, the Board of Directors deems it appropriate to promulgate the Charter of the Audit Committee as follows: Section 1 : The Qualifications of Audit Committee 1. There shall be the Audit Committee comprising not fewer than 3 persons appointed by the board of directors, of whom shall be the directors of the company taking no part of the management or free from the management of the Company, i.e.- 1.1 free, either directly or indirectly, from financial or managerial control of the company or affiliates or subsidiaries or major shareholders. 1.2 not related, either directly or indirectly to the financial or managerial activity of the company or subsidiaries or affiliates or major shareholders of the company for a period of 1 year before, unless the board has considered that such relationships will not affect the undertaking of duties and rendering of independent opinion by the audit committee. 1.3 not being a relative to any executive director, executive officer or major shareholders of the company. 1.4 not being appointed as agent with fiduciary duty to any director or major shareholder of the company. 1.5 in examination of the qualifications, the following terms shall have the following meanings: "Independence" means that the audit committee can freely render their opinion on the matters assigned by the board of directors of the company without being influenced by any person or group of persons or interfered to their assignment or opinion or report as it is supposed to be. "The Management" means executive directors, managers, employees at the level of department managers or above, or persons who hold equivalent positions which may be called otherwise, having the power to manage a company, and its subsidiaries, including persons with whom the company or its subsidiaries has entered into a contract, empowering, in whole or in part, to manage the company or its subsidiaries. "Related persons" means persons or partnerships under Section 258(1) through (7) of the Securities and Exchange Act 1992. "Close Cousins" means persons related by blood, marriage, registration under law, such as father, mother, spouse, child, sibling, uncle and aunt including spouses and children of the person aforementioned. 2. The Audit Committee so appointed each time shall comprise of at least 1 member with the accounting and financial knowledge. 3. The Audit Committee shall appoint one of their members as Chairman of Audit Committee. 4. The Audit Committee shall appoint Chief of Internal Auditor or Company Secretary or appoint the Chief Financial Officer as Secretary or Assistant Secretary to the Audit Committee as it deems appropriate in order to prepare and set the meetings of the Audit Committee, including coordinating reports to the board of directors of the company, investors, shareholders and the Stock Exchange of Thailand. The Secretary or Assistant Secretary shall attend the meeting but does not have any voting rights in any decisions made by the Audit Committee. 5. A committee member shall serve office not more than 3 years or equivalent to the director's term of office. A committee who vacates office may be re-elected. 6. A committee member who wishes to resign during the term of office must give notice of at least 30 days to the company and send a copy to the Stock Exchange of Thailand so that the board of directors may appoint other qualified director for replacement without regard to the remaining term of office. The board of directors must fill the vacancy within 90 days from the date on which such committee member has resigned. Section 2 : Scopes and Duties 7. The Audit Committee shall supervise and oversee the Company s state of affairs in order to precisely show that the management with honesty and responsibilities of the executive directors and the Management owing to the shareholders of the Company exist, and to ensure that the Management executes the duties in accordance with the policy of the board of directors accurately and the policy of the company committee completely, reaching the level of standard practice. 8. The Audit Committee shall have the duties and responsibilities as follows: 8.1 Oversee the financial reporting process and the disclosure of financial information of a company and its subsidiaries, in which the financial statement must be correct, sufficient, and credible, by coordinating with the auditors and the management responsible for preparing the quarterly and yearly financial reports. 8.2 Ensure a company has adequate and effective internal control system. It should review, along with the external and internal auditors, the adequacy of a company's internal control and audit systems. 8.3 Ensure a company does not engage in any activities that may lead to a conflict of interest. It should review all connected transaction between the company and its subsidiaries and connected persons. 8.4 Oversee the Company's compliance with the rules and regulations of the Stock Exchange of Thailand and other applicable laws. 8.5 Review evidence as to the internal interrogation if there is any doubt or presumption of frauds or irregularities, or material shortcomings of the internal control, system, and then report such matter to the Board of directors. 8.6 Give instruction and review evidence if there is a suspicion of violation of the rules and regulations of the Stock Exchange of Thailand, which will or probably materially affect the financial status and performance of the Company. 8.7 Review the annual audit plans of the Office of Internal Audit. 8.8 Review the audit reports and recommendations of the auditor and the Office of Internal Audit, including following up such recommendations. 8.9 Suggest the auditor during its audit of the company and its subsidiaries to review or examine any transaction as it is deemed necessary or essential. 8.10 Present any significant information for consideration towards appointment of the auditor and the annual audit fee to the Board of Directors in support of the opinion to be addressed to the Meeting of Shareholders. 8.11 The Audit Committee shall at end of each financial year produce an Audit Committee's report and disclose the same in the company's annual report. The Chairman of the Audit Committee must sign the report. 8.12 The Audit Committee shall have the power to invite the concerned executive directors and the Management to give statements or useful information or to attend the meeting, including legal counsel, auditor or internal auditor. 8.13 Undertake other matters as designated or assigned by the Board of Directors of the Company.. Section 3 : Meeting 9. The Audit Committee's meeting shall be held quarterly to consider the financial statements and other matters; provided that such meeting is to be held at least 7 days before the date of the meeting of the Board of Directors. Or the Chairman of the Audit Committee may call a special meeting to consider the urgent matters as he deems appropriate. 10. The Audit Committee who has a conflict of interest is not entitled to vote for such matter. 11. The Chairman of the Audit Committee must report the outcome of the meeting to the Board of Directors at the next meeting for their information. 12. Decisions at the meeting of the Audit Committee shall be made by majority vote. The chairman shall have no casting vote. However, the opinions of the committee members who do not vote in favour shall be recorded as resenting opinions and submitted to the Board of Directors. Section 4 :Miscellaneous 13. Rules or requirements or omission to perform in accordance with the articles of this Charter shall be subject to Articles of Association of the Company and other applicable laws. 14. Any amendment of the Charter must be made by the meeting of the Board of Directors. 15. The Audit Committee's Remuneration, if extra to the director's remuneration, shall be considered by the Annual General Meeting of Shareholders.