The Minutes of the 2013 Annual General ... - Investor Relations

Resolution:The meeting, by not less than two-thirds of the total number of votes casted bythe shareholders present, resolved that the 2013 Directors’ remuneration beapproved as proposed.Agenda No. 7 To consider and approve the appointment and determination of the fee for theAuditor.The Chairman asked Mr. Anusorn Tamajai, Chairman of the Audit Committee, to report on thetopic.The Chairman of the Audit Committee reported that, in section 120 of the Public LimitedCompany Act indicated that “on each Annual General Meeting of shareholders, the shareholders haveto appoint and determinate the fee for auditor(s) and auditor(s) of preceding year can be re-elected.”With regard to principles of corporate governance, the Company formulated policy on auditorrotation which has been stipulated for every three years so as to enhance stability of the internalcontrol as well as independence of the auditor in auditing the Company’s financial statements.Currently, the Company’s Auditor is Mr. Winid Silamongkol, certified Public Accountants,Registration Number 3378 from KPMG Phoomchai Audit Limited (KPMG), who has worked excellentlyas the auditor and had a good internal control record.The Audit Committee considered the Company’s auditor qualified with the competence,experience, staff’s readiness, acknowledged performance standard and audit fee, considering withrate of inflation and significant change in 2013. Thus, it is appropriate to propose the shareholders toappoint the Company’s Auditor, KPMG which composed of Mr. Winid Silamongkol, Certified PublicAccountants, Number 3378 or Mr. Vairoj Jindamaneepitak, Certified Public Accountants, RegistrationNumber 3565 or Mr. Charoen Phosamritlert, Certified Public Accountants, Number 4068, to sign infinancial statement 2013 and the 2013 fee is Baht 1,710,000. (As alternates in case a need to changethe auditor arises during a period ahead of the next Annual General Meeting of shareholders)The Chairman asked the Meeting if there were any questions or comments. There was acomment as follows:Proxy Holder(Mr. ThammanoonJunlamaneechote)The Chairman of theAudit Committee: The Company should have provided a fee rate comparison of at leastthree auditors for shareholder consideration and should additionallyclarify the reason for the proposed fee increasing from last year.: The audit fee, competence and experience of international standardAuditors; KPMG Phoomchai Audit Limited (KPMG),PricewaterhouseCoopers (PwC), and Ernst & Young, have beencompared and taken into consideration before the Company appointedKPMG. The fee takes into consideration inflation and significant changesof operation in 2013, resulting in an increase of 2.95%.- 16 -