05.01.2015 Views

Annual Report Samart i-Mobile 2010

Annual Report Samart i-Mobile 2010

Annual Report Samart i-Mobile 2010

SHOW MORE
SHOW LESS

You also want an ePaper? Increase the reach of your titles

YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.

Audit Committee as of December 31, <strong>2010</strong>:<br />

1. Dr. Chotivid Chayavadhanangkur Chairman of the Audit Committee<br />

2. Professor Suphachai Phisitvanich Audit Committee Member<br />

3. Mr. Kunthit Arunyakananda Audit Committee Member<br />

Miss Boonrut Mongkolratanakorn Secretary<br />

Remarks: All members of audit committee have adequate knowledge and experience to review creditability of the Companyûs financial<br />

statement.<br />

The Audit Committeeûs members have to be the independent directors who were elected by the Nominating and<br />

Compensation Committee and proposed for the appointment of the Companyûs Board of Directorsû and/or the shareholdersû<br />

meetings, the Audit Committee shall at least 3 members.<br />

Qualifications of the Audit Committee<br />

1. The Audit Committee members shall be appointed by the Board of Directors and/or shareholdersû meetings.<br />

2. All members should be Independent Directors as the definition of independent director qualification from the SEC as<br />

described under çQualifications of Independent Directoré.<br />

3. Not being a director assigned by the Board of Directors to take part in the business decision of the Company, parent<br />

company, subsidiaries, associate company, same-level subsidiaries major shareholder or controlling person of the<br />

Company.<br />

4. Not being a director of parent company, subsidiaries, and same-level subsidiaries which is a listed Company.<br />

5. Having sufficient knowledge, experience, and time to perform duties as the Audit Committee members.<br />

6. At least 1 member of the Audit Committee shall have sufficient knowledge and experience to review the reliability of<br />

financial statement, the Company has to define in filling form, Form 56-1 and Form 56-2 for name of the Audit Committee<br />

member who has that qualification, and has to define his/her qualification in the certification of the Audit Committee<br />

profile that should be sent to the SET.<br />

Terms of positions<br />

Term of the Audit Committee member is 3 years. All members shall be in post no longer than 3 terms except getting a<br />

unanimous approval from the Nominating and Compensation Committee and the Committee ensures that the extra term will not<br />

cause or impact to the independent of such director, and shall be approved from the Board of Directors and/or the shareholdersû<br />

meetings.<br />

Scope of Responsibilities and Authority of the Audit Committee<br />

1. Review the Companyûs financial statement to ensure its accuracy and adequacy.<br />

2. Review the Companyûs internal control, and internal audit system to ensure that they are suitable and efficient, to<br />

determine the independence of internal audit unit, as well as to approve the appointment, transfer and dismissal of the<br />

chief of an internal audit unit or any other unit in charge of an internal audit.<br />

3. Review the Companyûs compliance with the Securities and Exchange Act, the regulations of the SET and the laws<br />

relating to the Companyûs business.<br />

4. Consider, select and nominate an independent person to be the Companyûs auditor, and propose its remuneration for<br />

further consideration of the Board of Directors and shareholdersû meeting.<br />

5. Attend a non-management meeting with an auditor at least once a year.<br />

6. Review the connected transactions or the transactions that may lead to conflicts of interests to ensure that they are in<br />

compliance with the law and the regulations of the SET, and are reasonable and for the highest benefit of the Company.<br />

7. Prepare report of the Audit Committee to be disclosed in the annual report with at least information defined in the<br />

notification of the SET.<br />

8. Perform any other activities as assigned by the Board of Directors.<br />

<strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 25

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!