SET Announcements
Change in Scope of Work of Audit Committee
05 March 2009
F 24-1
Form to Report on Names of Members and Scope of Work of the Audit Committee
The Board of Directors meeting of Esso (Thailand) Public Company Limited
No. 1/2009 held on February 27, 2009 resolved the meeting's resolutions in the
following manners:
Appointment of the audit committee/Renewal for the term of audit committee:
Chairman of the audit committee Member of the audit committee
As follows:
(1)
(2)
(3)
(4)
,the appointment/renewal of which shall take an effect as of (date)
Determination/Change in the scope of duties and responsibilities of the
audit committee with the following details:
To change the previous scope of duties and responsibilities of the audit
committee and providing new scope of duties and responsibilities in accordance
with the notification of the Stock Exchange of Thailand re: Qualification and
scope of work of the Audit Committee,2008
the determination/ change of which shall be effect from the date of the
2009 Annual General Meeting of Shareholders
The audit committee is consisted of:
1. Chairman of the audit committee: Mr. Sompop Amatayakul,remaining term in
office 8 months
2. Member of the audit committee: Mr. Smit Tiemprasert,remaining term in
office 8 months
3. Member of the audit committee: Asst.Prof. Wattanee Phanachet,remaining
term in office 8 months
Secretary of the audit committee: Mr. Chai Jangsirikul
Enclosed hereto is 1 copies of the certificate and biography of the
audit committee. The audit committee number(s) 3 has/have adequate expertise
and experience to review creditability of the financial reports.
The audit committee of the company has the scope of duties and
responsibilities to the Board of Director on the following matters:
1. To review the Company's financial reporting process to ensure
accuracy and adequacy;
2. To ensure that the Company has a suitable and efficient internal
control system and an internal audit system, to determine an internal audit
unit's independence, as well as to approve the appointment, transfer and
dismissal of the chief of an internal audit unit or any other unit in charge
of an internal audit;
3. To review the performance of the Company to ensure compliance with
the securities and exchange law, regulations of the Exchange or laws relating
to the business of the Company;
4. To consider, select, nominate and recommend remuneration of the
Company's external auditors as well as to attend a non-management meeting
with an external auditor at least once a year;
5. To review a connected transaction or transaction that may lead to
conflict of interest so as to ensure that they are in compliance with the laws
and the Exchange's regulations, and are reasonable and for the highest benefit
of the Company;
6. To prepare a report on monitoring activities of the Audit Committee
and disclose it in the annual report of the Company, and have such report
signed by the chairman of the Audit Committee provided that it shall consist
of at least the following information:
(a) an opinion on the reliability, completeness and creditability
of the Company's financial report,
(b) an opinion on the adequacy on the Company's internal control
system,
(c) an opinion on the Company's compliance with the laws on
securities and exchange, the Exchange's regulations, and the laws relating to
the Company's business,
(d) an opinion on the suitability of the nominated external
auditors,
(e) an opinion on transactions that may lead to conflicts of
interests, if any,
(f) the number of audit committee meetings, and the attendance at
such meetings by each committee member,
(g) an opinion or general comment observed by the audit committee
from its performance of duties in accordance with the charter, and
(h) other transactions, within the scope of duties and
responsibilities assigned by the Company's board of directors, which,
according to the audit committee's opinion, should be disclosed to the
shareholders and general investors;
7. To perform any other task assigned by the board of directors and
agreed by the Audit Committee;
8. To report to the Company's board of director for rectification
within the period that the Audit Committee thinks fit if the Audit Committee
found or suspected that there is a transaction or any of the following acts
which may materially or significantly affect the Company's financial condition
and operating results:
(a) a transaction which causes a conflict of interest;
(b) any fraud, irregularity, or material defect in an internal
control system; or
(c) an infringement of the law on securities and exchange, the
Exchange's regulations, or any law relating to the Company's business,
9. To review without delay upon receiving a written notification
from the external auditor of the discovery of any suspicious circumstance that
the director, manager or any person responsible for the Company commits an
offence as prescribed by the relevant Securities and Exchange regulations and
to report any finding confirming the suspicion of the external auditor, to the
board of directors and to request the board of directors to disclose such
finding to the Office of the Securities and Exchange Commission and/or the
external auditor, or to the Office of the Securities and Exchange Commission
and/or the external auditor as required by the Securities and Exchange Act
within thirty days.
The company hereby certifies that
1. The qualifications of the aforementioned members meet all the
requirements of the Stock Exchange of Thailand; and
2. The scope of duties and responsibilities of the audit committee as
stated above are in accordance with the principles prescribed by the Stock
Exchange of Thailand
Signed Authorized Director
(Mr. Daniel E. Lyons)