REPORT OF THE AUDIT COMMITTEE
To Shareholders of Univentures Public Company Limited,
The Audit Committee of Univentures Public Company Limited (the “Company”) consists of three independent directors who are appointed by the Annual General Meeting of Shareholders and/or the Board of Directors’ Meeting. The Audit Committee has the term in position of three years, and each of them has complete qualifications as stated in the Audit Committee Charter, which is in compliance with the regulations and good practices of the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand.
In the year 2017, for the accounting period of nine months ending as of 30 September 2017, the Audit Committee held four meetings and always reported the meeting results to the Board of Directors. The attendances of the Audit Committee members are as follows:
Mr. Suwit Chindasanguan Chairman Meeting attendance 4/4
Miss Potjanee Thanavaranit Member Meeting attendance 4/4
Mr. Tithiphan Chuerboonchai Member Meeting attendance 4/4
The Audit Committee invited other committees who are executives, chief executives and other related party to attend the meetings by agendas and took these opportunities to inquire about the relevant information in a bid to enhance the effectiveness and efficiency of the auditing and review. The Audit Committee also had a meeting with the auditor 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. In addition, the Audit Committee had a meeting with the management without the head of internal audit involvement to review the operational performance and the work quality of the internal audit department. The key performance could be summarized as follows:
1.
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 accounting period of nine months ending as of 30 September 2017. The Audit Committee also reviewed other points related to the important accounting policy, the irregular list with significance and the notice of the auditor and the internal auditor, together with 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.
2.
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 of Sponsoring Organizations 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 Company’s internal control system is sufficiently suitable and effective for business operations, and none of significant points that may affect the business operations have been found.
3.
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.
4.
Review the law compliance
The Audit Committee has reviewed and supervised the operations of the Company and the subsidiaries to be in compliance with regulations and policies, as well as the implementation in accordance with the law on securities and stock exchange; the regulations of the Securities and Exchange Commission and the Stock Exchange of Thailand; and the laws relevant to the Company’s business. The Audit Committee has not found any indications to believe that there are any defects concerning nonconformity and/or implementation against the rules, regulations and related laws.
5.
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, meeting with the Head of Internal Audit without management 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.
6.
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.
7.
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 2017 was reasonable and beneficial for the Company’s business operation including the accurate and complete disclosure of information.
8.
Consider to select, nominate, and propose for the remuneration of the auditor for the year 2017-2018 to be proposed to the Board of Directors for approval before proposing to the Annual General Meeting of Shareholders for the year 2018 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 KPMG Phoomchai Audit Co., Ltd. as the Company’s auditor for the year 2017-2018 with the audit remuneration of not over 1,000,000 baht increasing from last year due tothe change in the accounting period from nine months starting from January to September in 2017, to twelve months starting from October in 2017 to September in 2018, thus resulting in the increase in the workload and responsibilities of the auditor.
9.
Review and amend the Charter 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 Securities and Exchange Commission and the Stock Exchange of Thailand, as well as evaluating the operational performance individually and 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.
In summary, the overview of 2017 reveals that the Audit Committee has performed the duty completely and independently in compliance with the charter assigned by the Board of Directors to ensure that the Company has adequate and efficient corporate governance. Moreover, the Company’s operations are for the benefit of shareholders as a whole with fairness and equality and also without any conflicts of interests. In addition, the Company’s internal control system is adequate and suitable, and the executives have performed their duties with integrity.
(Mr. Suwit Chindasanguan)
Chairman of the Audit Committee