Form to Report on Names of Members and Scope of Work of AC
30 January 2009
F 24-1
Form to Report on Names of Members and Scope of Work of the Audit Committee
The Board of Directors meeting/shareholders meeting of Advanced Info
Service Plc. No. 1/2009 held on 29 January 2009 resolved the meeting's
resolutions in the following manners:
Appointment of the audit committee/Renewal for the term of audit
committee:
Chairman of the audit committee Member of the audit committee
As follows:
(1) ................................................................
(2) ................................................................
(3) ................................................................
(4) ................................................................
, the appointment/renewal of which shall take an effect as of ...(date)....
/ Determination/Change in the scope of duties and responsibilities of the
audit committee with the following details:
The Board of Directors determined changing the scope of duties and
responsibilities of the Audit Committee according to the Notification of
the Stock Exchange of Thailand on Qualifications and Operation Scope of
Audit Committee 2008 on 9 June 2008, the determination/change of which
shall take an effect as of 29 January 2009.
The audit committee is consisted of: Remaining term in office
1. Chairman of the Mr. Aviruth Wongbuddhapitak 3 months
audit committee
2. Member of the Mrs. Tasanee Manorot 3 months
audit committee
3. Member of the Mr. Surasak Vajasit 1 year and 3 months
audit committee
Secretary of the audit committee Mrs. Suvimon Kulalert
Enclosed hereto is - copies of the certificate and biography of the audit
committee. The audit committee number(s) 1 and 2 has/have adequate expertise
and experience to review creditability of the financial reports.
The audit committee of the company has the scope of duties and
responsibilities to the Board of Director on the following matters:
1. To review that the Company's financial reports are prepared in accordance
with legally defined accounting principles and adequately disclosed;
2. To review the Company's internal control system and internal audit system
to ensure that they are suitable and efficient, to determine an internal
audit unit's independence, as well as to approve the appointment, transfer,
dismissal, performance appraisal and remuneration of the chief of an
internal audit unit;
3. To review the Company's compliance with the law on securities and exchange,
the Exchange's regulations, and the laws relating to the Company's business;
4. To consider, select and nominate an independent person to be the Company's
auditor, and to propose such person's remuneration, as well as to attend a
non-management meeting with an auditor at least once a year;
5. To review the Connected Transactions, or the transactions that may lead to
conflicts of interests, to ensure that they are in compliance with the laws
and the Exchange's regulations, and are reasonable and for the highest
benefit of the Company;
6. To review that the Company has established an appropriate and effective
risk management system;
7. to review and approve the Charter of Internal Audit activities, annual audit
plan and activities of Internal Audit, and coordinate with the external
auditor;
8. To prepare, and to disclose in the Company's annual report, an audit
committee's report which must be signed by the Audit Committee's Chairman
and consist of at least the following information:
(a) an opinion on the accuracy, completeness and creditability of the
Company's financial report,
(b) an opinion on the adequacy of the Company's internal control system,
(c) an opinion on the compliance with the law on securities and exchange,
the Exchange's regulations, or the laws relating to the Company's
business,
(d) an opinion on the suitability of an auditor,
(e) an opinion on the transactions that may lead to conflicts of interests,
(f) the number of the audit committee meetings, and the attendance of such
meetings by each committee member,
(g) an opinion or overview comment received by the audit committee from its
performance of duties in accordance with the charter, and
(h) other transactions which, according to the Audit Committee's opinion,
should be known to the shareholders and general investors, subject to
the scope of duties and responsibilities assigned by the Company's
Board of Directors;
9. To continue the inspection when the external auditor informs regarding any
suspicious circumstance that the director, manager or any person
responsible for the operation of such juristic person commits an offence
under the Security and Exchange Act and the Audit Committee shall report
the result of preliminary inspection to the Office of the Securities and
Exchange Commission and the external auditor within thirty days.
10. To report the performance of the Audit Committee to the Board of Directors
at least four times a year. In its performance of duties, if it is found
or suspected that there is a transaction or any of the following acts which
may materially affect the Company's financial condition and operating
results, the audit committee shall report it to the Board of Directors for
rectification within the period of time that the audit committee thinks
fit.
If the Company's Board of Directors or management fails to make a
rectification within the period of time under the first paragraph, any
Audit Committee Member may report on the transaction or act under the
first paragraph to the Office of the Securities and Exchange Commission or
the Exchange.
11. To have the authority to invite concerned executives, Management and
officers of the Company to express opinions, attend meetings or deliver
documents as deemed necessary.
12. To agree to retain a consultant or other third person to express opinions
or give advice as deemed necessary.
13. To review and evaluate the scope of the performance of the Audit Committee
on an annual basis.
14. To perform other duties as assigned by the Board of Directors of the
Company with the consent of the Audit Committee.
The company hereby certifies that
1. The qualifications of the aforementioned members meet all the requirements
of the Stock Exchange of Thailand; and
2. The scope of duties and responsibilities of the audit committee as stated
above meet all the requirements of the Stock Exchange of Thailand
Signed ........................ Director
(Mr. Somprasong Boonyachai)
Signed ........................ Director
(Mr. Vikrom Sriprataks)