Sub Committee

Report of the Audit Committee for 2023

The Audit Committee has performed the duty under scope, duty, and responsibility according to the Charter approved by the Board of Directors, which is consistent with the requirements of the Stock Exchange of Thailand.

In the fiscal year 2023, the Audit Committee consists of 3 members, namely Mr. Tawatchai Chongdarakul serving as the Chairman of the Audit Committee, Mr. Anuthip Krairiksh, and Ms. Koonthala Sasasmit serving as the member of the Audit Committee, and has independently performed the duty. The Audit Committee held a total of 6 meetings with the joint meeting agenda between the Audit Committee and the auditor without the Executive’s meeting attendance for 1 time to consider suggestions of the internal control system and audit plan for the year 2023 of the Company and its subsidiaries. In addition, every member of the Audit Committee attended the meeting to meet constituted quorum. The said meeting was convened with the executives, auditor, and internal auditor as appropriate.

The essence of the operation can be summarized as follows:

1. Correctness, Completeness, and Reliability of the Financial Report The Audit Committee, the Management and the auditor mutually considered reviewing the quarterly financial statements and financial statements for the year 2023 of the Company and its subsidiaries, by inquiring and hearing the clarifications until satisfied that the preparation of financial statements and disclosure of notes to financial statements are in line with the requirements of laws and Thai Financial Reporting Standards. The opinion of the Audit Committee was consistent with the auditor that the Company’s quarterly financial statements and financial statements for the year have been correctly, completely, and reliably prepared according to the Generally Accepted Accounting Principles, and the appropriate and reasonable accounting policies have been selected for application. In last 2023, there was the following significant event.
   1. (1) On 20 March 2023, Sammakorn Public Company Limited established a company, named, Sammakorn-JV4 Company Limited whose shares are held in the proportion of 100%, regarded as the subsidiary, with total registered capital of 1 million Baht (fully paid-up) to operate the real estate development business. At present, the land was purchased to prepare for the development of the Project named Providence Lane Lasalle Project.
2. Related Party Transactions The Audit Committee has considered the disclosure of related party transactions and the transactions that may have a conflict of interest. In the opinion of the auditor, the related party transactions with the persons who may have a conflict of interest were disclosed and presented in the financial statements and notes to financial statements. In addition, the opinion of the Audit Committee was consistent with the auditor and deemed that the said transactions have been in line with the conditions of the general ordinary business, and useful for the business of the Company and the Company’s subsidiaries, and the information has been correctly and completely disclosed according to laws and requirements of the Capital Market Supervisory Board.
3. Internal Control and Internal Audit Systems The Audit Committee has supervised the internal audit work by considering the internal audit results and suggestions reported by KPMG Phoomchai Business Advisory Co., Ltd., which is the outsourced internal audit unit of the Company and its subsidiaries, and directly subject to the Audit Committee. In addition, the Audit Committee has quarterly monitored the progress of the Management’s improvement and corrective actions under the suggestions in the said report. In the opinion of the Audit Committee, the Company’s internal control system is adequate and appropriate according to the approved internal audit plan, and the Internal Audit Unit is independent and in line with the Professional Operation Standards. Moreover, the Audit Committee has reviewed the policies and guidelines for risk management to be consistent with the Company’s current situation both lawsuits and future business operations. In the opinion of the Audit Committee, the Company’s internal control and risk management have been adequate and effective, and have taken place independently.
4. Compliance with the Law Requirements The Audit Committee has reviewed the compliance with the securities and exchange law, set of regulations, and regulations of the Securities and Exchange Commission, and Stock Exchange of Thailand, and laws related to the Company’s business, and the Company’s subsidiaries. In the opinion of the Audit Committee, the Company has complied with the relevant laws, and none of the essential issues were detected.
5. Selection and Appointment of the Auditor The Audit Committee has considered operating results in the last year, and knowledge, competency, experience, reliability, and adequacy of the resources, and assessed the independence and work quality of the auditor in the last year. For the auditor’s remuneration, the Company has considered the scope of responsibility of the auditor, the remuneration of the auditors of other firms, and deemed that EY Office Company Limited is appropriate, and therefore, proposed the Company’s Board of Directors to request the approval in the Shareholders’ Meeting to select EY Office Company Limited as the Company’s auditor for the year 2024.
   In 2022, the existing auditor from EY Office Company Limited performed the duty to review or audit and express opinions on the Company’s financial statements for 7fiscal years. Thus, in 2023, the Company has appointed the new auditor under the same audit firm as the existing auditor.
6. Good Corporate Governance The Company emphasizes the management according to the Corporate Governance Code. The Audit Committee has supervised to ensure the adequate and proper disclosure of information, and promoted the Company to have a good governance system and good management for transparency and ethics, bringing about confidence for the shareholders, investors, employees, and all related parties, as well as reviewed the procedures for reporting interests of the directors and executives to be in line with the requirements of the Securities and Exchange Act.

In 2023, the Company has formulated the framework of policy and practical guidelines for sustainable development for the organization under the Environment, Social, Governance (ESG) guidelines by giving importance to covering all 3 dimensions that are environmental dimension, social dimension, and economic dimension, to support business operation for sustainable growth.

In perspective summary, the Audit Committee has performed the duties under the scope of authority and responsibility as specified in the Charter approved by the Board of Directors, which is completely consistent with the requirements of the Stock of Exchange of Thailand. In its opinion, the Company has had a process for proper, appropriate, and reliable preparation and disclosure of information in financial report, the appropriate internal control, internal audit, and risk management systems, complied with the laws and requirements, considered the entry of related party transactions and transactions that may have conflict of interest, which are reasonable and useful for the Company, operated consistently with the Corporate Governance Code, as well as developed and improved the operating system to be more quality and suitable for the business environment continuously.