The Board of Directors realizes the significance of good corporate governance as it is a key mechanism to boost operation and add value to the company as well as ensure sustainable growth. Therefore, the Company establishes the Audit Committee to support the operation of the Company’s Board of Directors, ensuring that the Company’s operation is efficient and effective as well as conform to related laws. The Committee also creates creditability in disclosure of financial information. In addition, the Committee also ensures that the Company has sufficient internal control and internal audit system as well as sufficient and appropriate risk management and corporate governance operation. In order to achieve the objectives, the Charter for Audit Committee is established.

1 Scope of authority and responsibilities

1. Review the financial reports, ensuring that they are accurate and adequate.
2. Review the Company’s internal control system and internal audit system and make sure that they are appropriate and effective; review and approve the charters of the internal organization, business plans and budget; ensure the independence of the internal audit department; provide opinions concerning appointments, transfers, and employment termination of the internal audit head or of any other departments overseeing internal audit affairs.
3. Review the Company’s operations and make sure that they conform to securities laws, laws relating to the Stock Exchange of Thailand, and any other laws related to the Company’s business.
4. Consider selecting and nominating an independent individual as the Company’s authorized auditor as well as proposing the auditor fee; attend the meetings with the authorized auditor, without the presence of the management, at least once a year.
5. Review connected transactions or some transactions that may cause conflicts of interest in order to ensure that those transactions are in compliance with the regulations of the Stock Exchange of Thailand; and make sure that those transactions are justified and bring maximum beneficial to the Company.
6. Prepare Audit Committee Report to be included in the Company’s annual report; the report must be signed by the Chairman of the Audit Committee and at least contain the following details:
   

   a)	Opinions concerning accuracy, adequacy and reliability of the Company’s financial reports
   b)	Opinions concerning sufficiency of the Company’s internal control system
   c)	Opinions whether the Company follows the laws related to securities and the stock market, regulations of the Thai stock market and the laws related to the Company’s business
   d)	Opinions whether the Company’s auditor is qualified
   e)	Opinions concerning some transactions that may cause conflicts of interest
   f )	Opinions in regard to the number of the Audit Committee meetings and the attendance of each member
   g)	Opinions or overall notes that the Audit Committee receives from the charter-based operation
   h)	Other matters that should be disclosed to the shareholders and investors under the scope of responsibilities assigned by the Board of Directors

7. Perform other duties as assigned by the Board of Directors and approved by the Audit Committee.
8. Review the Company’s risk management as well as ensure that the Company has a system to prevent fraud and corruption and that the Company accurately and effectively complies with anticorruption policies.
9. Report the operation performances of the Audit Committee to the Board of Directors at least four times a year.
10. Be empowered to hire advisors or external parties, as stated by the Company’s regulations, to provide opinions or consultancy as necessary.
11. Be empowered to invite directors, management, department heads, or the Company’s employees to discuss or answer the Audit Committee’s questions.
12. Review the scope of authority and responsibilities and evaluate the annual performance of the Audit Committee.
13. Should the Audit Committee find that the following matters may have a significant impact on the Company’s financial position as well as its operating performance, the Committee will report to the Board of Directors so as to solve the issue within the set timeframe as found appropriate by the Audit Committee.
    

    13.1	Transactions involving conflicts of interests
    13.2	Corruptions or unusual matters or significant defects of the internal control system
    13.3	Violation of the laws concerning rules and regulations of the Stock Exchange of Thailand, and any other laws related to the Company’s business

14. In case the auditor finds some unusual actions that may indicate that any directors, managing directors or any individuals in charge of the Company’s operation violate the laws, the auditor should notify the Audit Committee for immediate scrutiny. The preliminary scrutiny result should be submitted to the office and the authorized auditor within 30 days, starting from the date the auditor reports such suspicious actions. The method to seek the fact about such actions must comply with the regulations of the Capital Market Supervisory Board.
15. Review and amend the charter of the Audit Committee as well as reference issues once a year; and propose the amended charter of the Audit Committee to the Board of Directors for approval. This can be done only at the Board of Directors meetings.

2. Composition and qualification

1. The Audit Committee shall consist of at least three members, all of whom are independent directors whose qualifications match the Notifications of the SEC and the SET.
2. The Audit Committee must be appointed by the Board of Directors or the shareholders.
3. At least one member is required to possess sufficient knowledge and experience to determine the reliability of the financial statement.
4. The Board of Directors appoints a member of Audit Committee the chairman of the Audit Committee.
5. A member of Audit Committee or an independent director shall not hold shares in the company where he/she holds the director position at more than 0.5% of the total shares with the voting rights of the parent companies, the subsidiaries and the affiliates or controlling parties, including the shareholding of related parties.
6. A member of Audit Committee must not be a director involving in management, an employee, a worker, an advisor, who receive monthly salaries, or a person with controlling power of the company, the parent company, the subsidiary, the affiliate and the subsidiary at the same level.
7. A member of Audit Committee must not have blood relationship or registered relationship, as a parent, a spouse, a sibling, a child; must a not a spouse of a child of an executive, a major shareholder, a person with controlling power; and must not be a person nominated as an executive or a person with controlling power of the Company or the subsidiaries.
8. A member of Audit Committee must not have a business relation with the auditors or the providers of other professional services, such as legal service, financial service or asset appraisal service and etc. (from the present and two years before the appointment).
9. The Audit Committee appoints a director for the Internal Audit and System Development Department as a secretary of the Audit Committee, who holds the duty of preparing meeting documents and complete the reports to be submitted to the Board of Directors at least once quarterly. The secretary of the Audit Committee shall attend the meetings but hold no voting rights. The secretary, however, can present fact so that the Audit Committee can examine particular matters. The secretary of the Audit Committee can also appoint one assistant.

3. Term of the position

1. A member of Audit Committee shall serve the term of three years. A member who has completed the term may be reelected. In addition to the expiration of term, the term of the members of the Audit Committee is terminated due to the following reasons:
   

   (1)	Death
   (2)	Resignation
   (3)	Be unsuitable or unqualified, according to this regulation or the criteria of the SET
   (4)	Removal by resolution of the Board of Directors

2. In case a member of Audit Committee wish to resign prior to the completion of the term, he/she shall notify his/her intention as well as the reasons for resignation at least one moth in advance. The advance notification can allow the Board of Directors and the AGM to consider appointing a qualified person as the replacement. The Company is also required to notify the resignation of any members of the Committee to the SET.
3. In case all members of the Audit Committee complete the term at the same time, the entire committee shall remain in the position until the new Audit Committee is appointed and take theposition.
4. In case of a vacancy in the Audit Committee due to other reasons than the expiration of the term, the Board of Director shall appoint a qualified person to replace the leaving person within 90 days in order to ensure that the number of members of the Audit Committee meets the requirement of the Board of Directors. A replacement can serve only the remaining term of the predecessor.

4. Meeting

1. The Audit Committee shall convene at least four meetings to review financial statement, internal control, internal audit, risk management and compliance with related laws.
2. In calling a meeting, the chairman of Audit Committee or the secretary of the committee under supervision of the chairman, sends the meeting invitation letter no less than seven days prior to the meeting, except for certain emergency cases that other means of meeting invitation or calls for meetings with a shorter notice are allowed.

5. Quorum

1. At least half of the total members must attend the meeting in order to meet a quorum.
2. In case of the absence of the chairman, a member can be selected to chair the meeting. The voting result is based on majority votes.
3. One member holds one vote. Any member who may stand to gain or lose in relation to any item on the agenda, shall not vote on the matter thereof. If the voting results in a tie, the chair of the meeting shall cast an additional decisive vote.

6. Remuneration

7. Responsible Unit