samtel

10. Ensure that good corporate governance is implemented to demonstrate Company’s commitment to operate the
business with ethics and to bring fair treatment to all stakeholders;
11. In case of entering into any direct or indirect transaction with the Company and subsidiaries, such director has to
immediately inform his/her or related parties’ personal interest to the Company.
The Company conducted business and manage the Company’s operation ethically and transparently with honesty and
due care for the benefit of shareholders and all stakeholders. The Board of Directors has provided the Ethics manual for
the Company’s directors and executives to adhere as their practical guidelines and posted on the Company’s website
(www. samtel.com).
2) Audit Committee as of December 31, 2012 consists of 3 members:
1. General Sumpun Boonyanun Chairman of the Audit Committee (Independent Director)
2. Mr. Vichai Pokasamrit Member (Independent Director)
3. Miss Rapeepan Luangaramrut Member (Independent Director)
Mr. Somchai Bunsupaporn Secretary of the Audit Committee
The Audit Committee member number 2. has adequate expertise and experience to review creditability of the financial
reports.
The Audit Committee’s members have to be the independent directors who were elected by the Nominating &
Compensation Committee and proposed for the Company’s Board of Directors and/or the Company’s shareholders for
further approval. The member of the Audit Committee must not less than 3 persons.
Qualifications of the Audit Committee
1. The Audit Committee members shall be appointed by the Board of Directors and/or the Company’s shareholders.
2. All members should be Independent Directors as the definition of independent director qualification from the SEC as
described under “Qualifications of Independent Director”.
3. Not being a director assigned by the Board of Directors to take part in the business decision of the Company, parent
company, subsidiaries, associate company, same-level subsidiaries, major shareholder or controlling person of the
Company.
4. Not being a director of parent company, subsidiaries, and same-level subsidiaries which is a listed Company.
5. Having sufficient knowledge, experience, and time to perform duties as the Audit Committee members.
6. At least 1 member of the Audit Committee shall have sufficient knowledge and experience to review the reliability of
financial statement, the Company has to define in filling form, Form 56-1 and Form 56-2 for name of the Audit
Committee member who has that qualification, and has to define his/her qualification in the certification of the Audit
Committee profile that should be sent to the SET.
Terms of positions
Term of the Audit Committee member is 3 years. All members shall be in post no longer than 3 terms except getting a
unanimous approval from the Nominating & Compensation Committee and the Committee ensures that the extra term
will not cause or impact to the independent of such director as well as obtain an approval from Board of Directors and/
or the Company’s shareholders.
Roles and Responsibilities of the Audit Committee
1. Review the Company’s financial statement to ensure its accuracy and adequacy;
2. Ensure that the Company has an appropriate and efficiency internal control system, internal audit; and consider the
independence of the internal audit as well as to appoint, rotate or dismiss chief of internal audit of the Company or any
other related function who takes responsibilities to internal audit;
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Annual Report 2012