คณะกรรมการตรวจสอบ
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Report of the Audit Committee
The Audit Committee of Bangkok Expressway and Metro Public Company Limited, as appointed by the Board of Directors, comprises three independent directors, namely, Mr. Vitoon Tejatussanasoontorn, as Chairman of the Audit Committee, General Chetta Thanajaro, and Dr. Annop Tanlamai, as Audit Committee Members. The Chairman of the Audit Committee and Dr. Annop Tanlamai specialize in accounting and finance, and the General Manager of Internal Audit Office serves as secretary to the Audit Committee.
The Audit Committee has performed its duties within the scope, duties and responsibilities as assigned by the Board of Directors in line with the requirements of the Stock Exchange of Thailand, together with the suggestions on various related matters. In 2020, the Audit Committee held five meetings for discussion and sharing of opinions with the management and internal auditor, and two meetings with the auditor without the management’s presence,
for discussion on the essence of the audit plan, significant accounting matters, and accounting standards to be applicable, along with independence in performance of duties and expression of opinions of the auditor.
The key performance of duties of the Audit Committee may be summarized as follows:
1. Review of Financial Report:
The Audit Committee reviewed the quarterly financial statements and the financial statements for 2020 of the Company and its subsidiaries, including changes in the accounting policy, significant accounting adjustments, and correct and complete disclosure of information, by receiving clarifications from the auditor, management, and internal auditor, in which the auditor was asked about the accuracy and completeness of the financial statements, accounting adjustments which had a material impact on the Company’s financial statements, audit scope, to rest assured that the financial statements were prepared in accordance with the legal requirements, the generally accepted accounting standards and the financial reporting standards, with correct and sufficient disclosure of information in a timely manner for the benefit of users of the financial statements, and therefore approved such financial statements as audited and reviewed by the auditor, representing a report on an unqualified opinion.
2. Review of Internal Control System:
The Audit Committee reviewed the assessment results of the internal control in respect of the operating system and the IT system by using the Internal Control Adequacy Evaluation Form under the practice guidelines as specified by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and quarterly considered the results of review in terms of operations, resource utilization, property care, prevention or minimization of mistakes, damage and fraud, compliance with relevant laws, rules and regulations, and prevention of information risk to ensure the efficient and effective performance in all work units in order to meet the specified objectives and targets, compliance with various relevant laws and requirements, and adequate ability to control and prevent corruption.
3. Supervision of Internal Audit:
The Audit Committee reviewed the Internal Audit Unit to ensure its independence, with a duty to report directly to the Audit Committee, by considering and approving the annual internal audit plan, and reviewed the results of operations as per the approved work plan, considered issues as a result of the audit and useful suggestions in order to enhance the efficiency of the internal audit system, and regularly followed up the operational results under the suggestions, as well as approving the consideration for appointment, transfer, termination of employment of the Head of the Internal Audit Unit.
4. Review of Good Corporate Governance:
The Audit Committee reviewed the Company’s operations to ensure that its business operations were reasonably carried out under the corporate governance principles in compliance with the law on securities and exchange, rules and regulations of the Office of the Securities and Exchange Commission, requirements of the Stock Exchange of Thailand, and other laws relating to the business operations, including obligations which might arise from agreements executed with third parties, and found that the Company has duly and properly complied with the relevant laws and requirements in a timely manner.
5. Review and Provision of Opinions on Connected Transactions or Transactions which might give rise to conflicts of interest, including Disclosure of Information on such Transactions:
The Audit Committee reviewed and provided opinions on execution of connected transactions or transactions which might give rise to conflicts of interest in compliance with the applicable laws and requirements of the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand, and found that the Company executed such transactions with transparency, justification, and benefit to the Company’s business operations and shareholders as a whole, together with correct and complete disclosure of information in a timely manner.
6. Consideration for Selection and Nomination of the Auditor and Determination of Remuneration for the Auditor for 2018:
The Audit Committee had the duties to consider selecting, nominating, re-electing, or terminating the engagement of the auditor, and consider the remuneration for the auditor, by taking into account the auditor’s independence, knowledge, capability, experience, previous audit performance, reasonableness of the auditing fee, and was of the view that the auditor from EY Office Limited was independent, knowledgeable, capable and experienced regarding the audit, provision of advice on the accounting standards, certification of the financial statements in a timely manner, and that the auditing fee was reasonable. Therefore, it resolved to propose the matter to the Board of Directors to consider and seek approval from the meeting of shareholders for appointment of the auditor from EY Office Limited as the Company’s auditor for 2021, with the remuneration in an amount not exceeding Baht 4,240,000 per year
In summary, the Audit Committee has fulfilled its duties and responsibilities under the Audit Committee Charter as approved by the Board of Directors to provide various opinions and suggestions for the fair benefit of all interested parties, with its adequate knowledge, abilities, due care, prudence, and independence, and it was of the view that the Company’s reports on financial information and operations were correct, reliable, in line with the generally accepted accounting standards and the financial reporting standards; that the Company’s risk management and internal control system were proper, sufficient, together with the effective internal audit and operations in line with the good corporate governance principles, as well as compliance with applicable laws, rules and requirements relating to the business operations in all respects.
(Mr.Aomsin Cheewapruk)
Chairman of the Board of Directors
Grandline Innovation Co., Ltd.
