(Thai) Annual Report 2005 - United Overseas Bank

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Report of the Audit Committee The Audit Committee of United Overseas Bank (Thai) Pcl. comprises three independent directors : Dr. Pongsak Hoontrakul, the Chairman, Mr. Suebtrakul Soonthornthum and Mr. Chinnawat Bulsuk as Committee members. All Committee members are non-executive directors and non-employees of the Bank. In the year 2005, the Committee held five meetings to review the Bank’s internal controls and discussed financial and operational audit issues with the internal auditors and the Bank’s external auditors. Relevant management members were invited to attend the meetings to provide additional information and clarification of the internal control systems. Major matters discussed at the meeting were as follows : • Reviewed the major items of the financial reports • Approved and monitored the financial reports and reviewed the reliability of those reports • Proposed the revised Audit Committee Charter for the Board of Directors’ approval • Approved the revised Internal Audit Charter and IA Codes of Ethics • Approved and monitored the Internal Audit Year Plan • Acknowledged major audit findings regarding the compliance with internal and external regulations • Acknowledged the quarterly audit reports and major findings • Reviewed the adequacy and effectiveness of the Bank’s internal control systems by discussion with the senior management regarding the Assessment on the Adequacy of the Internal Control System • Reviewed the reasonableness of the connected transactions • Proposed the Bank’s external auditor and audit fees to the Board of Directors The Committee has continually reviewed and assessed the Bank’s key risks, controls and monitoring system through the Bank’s Internal Audit Sector and by discussion with external auditor and senior management. From the evaluation of the Bank’s internal control system (including the merger integration approach and framework), it concluded that the Bank’s internal controls in the area of financial reporting and risk management are adequate and reliable and that the Bank continues to improve the overall control framework within the Bank. In addition, the Internal Audit Function is ISO9001: 2000 certified. Dr. Pongsak Hoontrakul Chairman of the Audit Committee February 16, 2006 118 United Overseas Bank (Thai) Public Company Limited
Opinion of the Audit Committee on the Bank’s Internal Control System The Board of Directors has reviewed the opinion and the Assessment Form on the Adequacy of Internal Control System prepared by the Audit Committee during the Board of Directors’ Meeting no. 553 held on February 16, 2006. Participants in the meeting included the Audit Committee members comprising the three independent directors and non-employees of the Bank. The Audit Committee’s opinion on the internal control system of the Bank and its subsidiaries was summarized from the evaluation of the Bank’s internal control system in five sections as follows : • Organization Control and Environment Measure • Risk Management Measure • Management Control Activities • Information and Communication Measure • Monitoring The Audit Committee is of the opinion that the Bank has in place an adequate internal control system. The Audit Committee has been regularly notified of ongoing issues as they arise. The external auditor of the Bank is Ms. Ratana Jala, certified public account of Ernst & Young Office Limited which examined the Financial Statements as at December 31, 2005. Ernst & Young has given the opinion in the Audit Report that the financial statements as at December 31, 2005 present fairly, in all material respects, the financial position of the Bank, the results of operations and cash flows for the years then ended in conformity with generally accepted accounting principles. Dr. Pongsak Hoontrakul Chairman of the Audit Committee February 16, 2006 United Overseas Bank (Thai) Public Company Limited 119
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United Overseas Bank (Thai) Public
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Financial Highlights (consolidated
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two banks were realized. Excluding
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The Thai Economy in 2005 and the Ou
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Management Discussion and Analysis
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Report of Independent Auditor To Th
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BALANCE SHEETS (Continued) AS AT DE
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BALANCE SHEETS (Continued) AS AT DE
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STATEMENTS OF EARNINGS (Continued)
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STATEMENTS OF CHANGES IN SHAREHOLDE
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STATEMENTS OF CASH FLOWS (Continued
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Notes to Financial Statements 31 De
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Details of the assets, liabilities
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Condensed Statements of Earnings (P
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4. SIGNIFICANT ACCOUNTING POLICIES
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Fair values of securities are calcu
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Outstanding forward foreign exchang
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The Bank has a gratuities scheme wh
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(Unit : Million Baht) THE BANK ONLY
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(Unit : Million Baht) CONSOLIDATED
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8.2 Classified by the remaining per
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8.3 Revaluation surplus on investme
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CONSOLIDATED As at 31 December 2004
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Advance CCC Services Co., Ltd. regi
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9. LOANS AND ACCRUED INTEREST RECEI
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9.4 Classified by types of business
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In June 2003, the Bank was subjecte
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9.8 Troubled debt restructuring Dur
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the first portion of profits, not e
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As at 31 December 2005 and 2004, th
Page 70 and 71: (Unit : Million Baht) THE BANK ONLY
Page 74 and 75: 15. CLASSIFIED ASSETS (Unit : Milli
Page 78 and 79: 19. BORROWINGS As at 31 December 20
Page 80 and 81: 20. OTHER LIABILITIES (Unit : Milli
Page 82 and 83: 25. COMMITMENTS AND CONTINGENCIES L
Page 84 and 85: 25.3 Other commitments The Bank has
Page 88 and 89: THE BANK ONLY As at 31 December 200
Page 90 and 91: 32. FINANCIAL POSITIONS AND RESULTS
Page 92 and 93: Results of operations for the years
Page 94 and 95: Accounting Policies Details of sign
Page 96 and 97: Remaining periods to earlier of rep
Page 98 and 99: Remaining periods to earlier of rep
Page 100 and 101: Liquidity Risk Liquidity risk is th
Page 104 and 105: Estimated Fair Value of Financial I
Page 106 and 107: (Unit : Million Baht) CONSOLIDATED
Page 108 and 109: Fair value of off-balance sheet fin
Page 110 and 111: Other Information 5. Piyalai Holdin
Page 112 and 113: Other Information Name Period Exper
Page 114 and 115: Other Information Name Education Pe
Page 116 and 117: Other Information 3.2 Management’
Page 118 and 119: Risk Factors and Risk Management to
Page 122 and 123: Corporate Governance UOB Thai, a su
Page 124 and 125: Corporate Governance 11. Mr. Lee Ts
Page 126 and 127: Management Structure The committee
Page 128 and 129: Management Structure Financial Rest
Page 130 and 131: Management Structure The committee
Page 132 and 133: Branch Networks HEAD OFFICE Sathon
Page 134 and 135: Branch Networks Nong Khaem 77/207 M
Page 136 and 137: Branch Networks Siam Square (Sub Br
Page 138 and 139: Branch Networks Thanon Pracha-U-Thi
Page 140 and 141: Branch Networks Sam Chuk 225/2 Mu 2
Page 142 and 143: Branch Networks Thanon Highway-Chia
Page 144 and 145: Referred Persons Auditor Miss Ratan
Page 146: Company Information Credit Ratings
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(Thai) Annual Report 2005 - United Overseas Bank

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