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)