www.aripplc.com
1. Purpose
The Board of Directors appoints an Audit Committee to assist the Board of Directors in performing its oversight duties regarding the accuracy of financial reports. Compliance with various laws, regulations, and ethics results in good corporate governance. In addition, the Audit Committee is responsible for reviewing the adequacy and efficiency of the company’s internal control system. Responsible for preparing the Audit Committee’s report and presenting it in the company’s annual report every year. Compliance with the law and supervise measures to prevent fraud and anti- corruption. To create confidence and transparency in the Company’s business operations for members, partners, shareholders, directors, executives, employees, and government agencies. as well as all groups of stakeholders.
2. Element of the Audit Committee
2.1 The Audit Committee must consist of at least 3 directors. Each director must be an independent director.
2.2 The Audit Committee must be appointed by the Board of Directors.
2.3 Board of Directors Select one member of the audit committee to hold the position of chairman of the audit committee.
2.4 The Audit Committee appoints the internal auditor as secretary.
3. Qualifications of the Audit Committee
3.1 The Audit Committee must be appointed by the Board of Directors. or the shareholder meeting of the company to be a member of the Audit Committee.
3.2 Be an independent director and have qualifications according to the criteria specified in the announcement of The Securities and Exchange Commission (SEC).
3.3 Not being a director assigned by the Board of Directors Make decisions on the operations of the company, parent company, subsidiary company, associated company, same-level subsidiary company. Major shareholders or the controlling person of the company
3.4 Not being a director of the parent company, subsidiaries, associated companies, or same-level subsidiaries, only those that are listed companies.
3.5 Have sufficient knowledge and experience to be able to perform duties as an audit committee member.
3.6 There must be at least one member of the audit committee who has sufficient knowledge and experience to be able to perform the duty of reviewing the reliability of the financial statements.
3.7 The Audit Committee can exercise its discretion independently.
3.8 The Audit Committee can communicate directly with the external auditor. Internal auditor and Company management.
4. Term of office of the Audit Committee
4.1 Audit Committee members have a term of office of 3 years.
4.2 Audit Committee members who vacate their position at the end of their term may be re-appointed to hold their position again. According to the agenda approved by the Board of Directors But this does not automatically extend the term.
4.3 If there is a vacant position in the Audit Committee due to other reasons. In addition to retirement at the end of the term, the Board of Directors shall appoint a person with complete qualifications to be an Audit Committee member. In order for the Audit Committee to have the total number as specified by the Board of Directors. The person who becomes a replacement member of the Audit Committee can hold the position only for the remaining term of the Audit Committee member he or she replaces.
5. Retirement from the position of the Audit Committee
5.1 Termination of being a company director
5.2 The specified term of office of the Audit Committee has expired.
5.3 Directors who wish to resign from their positions The resignation letter must be notified and submitted to the Board of Directors at least 30 days in advance, and the company is obliged to notify the Stock Exchange immediately. along with specifying the reason for resigning.
6. Meeting of the Audit Committee
6.1 The Audit Committee must meet at least 4 times a year, or more if necessary. According to the financial reporting period To review the financial statements every quarter and report to the Board of Directors.
6.2 The chairman of the audit committee is responsible for organizing meetings. presided over the meeting Give approval to the meeting agenda. In the event that the chairman of the audit committee is not present at the meeting or is unable to perform the duties of chairman The committee members attending the meeting will select one committee member to chair the meeting instead.
6.3 In the Audit Committee meeting, at least half of the total number of Audit Committee members (at least 2 people) must participate in each meeting to form a quorum.
6.4 Resolutions of the meeting will be made by receiving a majority vote of the directors present to form a quorum.
6.5 The Audit Committee can invite relevant people, including company directors, executives, or employees.
Company and/or companies in the group To attend meetings, discuss, clarify, or answer questions.
6.6 Each meeting of the Audit Committee There is a discussion of the issue. and ask questions.
6.7 The Audit Committee meets only with the Company’s auditor. without the management attending the meeting At least once a year, with the said agenda set to be the first agenda of the meeting at that time. When the agenda is completed, the management will be invited to join as well. to meet on other agendas.
7. Reporting of the Audit Committee
7.1 The Audit Committee must report operating results to the Board of Directors’ meeting. To know and consider approval at least once a quarter.
7.2 Prepare a report on the annual performance of the Audit Committee. Listing the items as specified by the Stock Exchange of Thailand. and be signed by the Chairman of the Audit Committee Including disclosing it in the company’s annual report every year.
7.3 In performing the duties of the Audit Committee, if it is found or there is any doubt that contains items or actions This may have a significant impact on the company’s financial position and operating results. The Audit Committee must report to the Board of Directors. To make improvements within the time the Audit Committee deems appropriate. Such items or actions include:
(a) Transactions that cause conflicts of interest
(b) corruption or abnormalities or there are significant deficiencies in the internal control system
(c) Violation of the law on securities and exchange Stock Exchange Requirements or laws related to the company’s business
7.4 If the Board of Directors or executives do not take action to correct the transactions or actions that
in accordance with Section 7.3 (a), (b), and (c) above within the time the Audit Committee deems appropriate. Any member of the audit committee May report transactions or actions as mentioned above to the Securities and Exchange Commission or the Stock Exchange of Thailand.
8. Roles and responsibilities of the Audit Committee
The Audit Committee has the following responsibilities:
8.1 Financial reports
(1) Review the company’s financial reports. (Quarterly and annual) that are accurate and adequately disclose relevant company information before submitting to the Board of Directors.
(2) If it is necessary for the benefit of considering giving opinions on various operations of the company, the audit committee may seek independent opinions from other professional advisors. The company is responsible for the expenses incurred.
8.2 Related transaction and items that may have conflicts of interest
(1) Consider disclosing company information in the case of Related transaction. or items that may have conflicts of interest to be accurate and complete.
(2) Consider connected transactions and transactions that may have conflicts of interest must be in accordance with the law and the regulations of the Stock Exchange. To ensure that the said transactions are reasonable and of maximum benefit to the Company.
8.3 Internal control
(1) Review to ensure that the company has an appropriate, adequate and efficient internal control system and internal audit system.
(2) Consider the independence of the internal audit department. As well as giving approval in considering the appointment, transfer, and termination of the head of the internal audit department. or any other agency responsible for internal auditing
(3) Consider the inspection results. and recommendations from the auditor and the internal audit department. About the internal control system and propose to the management to improve according to suggestions. Including following up on the results of the recommendations.
(4) Review and evaluate the annual internal audit plan to be consistent with the type. Company’s risk level.
(5) Review the independence of internal auditors. To access information necessary for internal audit work.
(6) Review reports from the internal audit department regarding the evaluation of the efficiency of internal control system and consult with the internal audit department regarding the observations in the said report.
8.4 Internal audit
(1) Review to ensure that the company has an independent internal audit unit. and has an effective internal audit system
(2) Review the activities and approve the charter of the internal audit department.
(3) Review that the internal audit department complies with the audit plan approved by the Audit Committee. and review the scope of work of the internal audit department.
(4) Arrange for the internal audit department to perform work according to internal audit standards.
8.5 Auditor
Review the company’s compliance with securities and stock exchange laws. Stock Exchange Requirements or laws related to the company’s business.
(1) Consider, select, nominate, appoint, or terminate an independent person to act as the company’s auditor. and offer auditor compensation.
(2) Coordinate with the auditor regarding the objectives of the audit, scope, guidelines, plans, and problems found during the audit. and issues that the auditor deems to be important.
8.6 Preparation of the Audit Committee Report
(1) An opinion on the accuracy, completeness, and reliability of the company’s financial reports.
(2) Opinions regarding the adequacy of the company’s internal control system.
(3) Opinions regarding compliance with the law on securities and exchange. Stock Exchange Requirements or laws related to the company’s business.
(4) Opinion on the suitability of the auditor.
(5) Reasonableness regarding reports that may have conflicts of interest.
(6) Number of the Audit Committee meetings. and attendance of meetings of each audit committee member.
(7) Overall opinions or observations received by the Audit Committee from performing their duties in accordance with the charter.
(8) Other items that shareholders and general investors should know. Under the scope of duties and responsibilities assigned by the Board of Directors.
8.7 Compliance with relevant laws and regulations
(1) Review the company’s compliance with the laws on securities and the stock exchange. Stock Exchange Requirements or laws related to the company’s business as well as the company’s code of conduct.
(2) Examine the facts regarding suspicious circumstances reported by the auditor regarding corruption or violation of laws related to the performance of duties by directors and executives. and report the results of the preliminary investigation to the SEC Office.
8.8 Supervision of measures to prevent fraud and corruption.
(1) Supervise the internal control process. Accounting and financial reporting system internal audit system Risk management and other departments related to anti-fraud and corruption policies to ensure that processes are properly defined and fully implemented. and effective.
(2) Supervise the existence of a whistle-blowing process in cases where employees and various groups of stakeholders have doubts or witness suspected violations. or not following the law Regulations, ethics or corporate governance policy to give confidence to whistleblowers that the company has an independent investigation process. and appropriate follow-up actions are taken.
8.9 Other responsibilities
(1) Perform other duties as assigned by the Board of Directors With the approval of the Audit Committee.
(2) Perform duties as additionally prescribed by the Stock Exchange of Thailand (SET).
(3) Review the charter annually. To consider the assigned responsibilities of the Audit Committee. and propose to consider making adjustments if necessary.
The Audit Committee is responsible for monitoring and overseeing Management is responsible for preparing the company’s financial statements, and external auditors are responsible for auditing those financial statements. The Audit Committee and the Board of Directors jointly acknowledge that the management and internal auditors and external auditors Have the resources and time as well as information and knowledge about accounting, auditing, internal control systems and the company’s financial reporting process rather than the audit committee. Therefore, the monitoring role of the audit committee does not provide special assurance in the financial statements. and financial information that the company presents to shareholders and other parties.
The Board of Directors has the authority to amend and change the definition and qualifications of independent directors and their qualifications, scope of authority and duties. and responsibilities of the audit committee to be in line with the rules of the SEC Office and the Stock Exchange. Capital Market Supervisory Board and/or provisions of other relevant laws.
This charter will be effective from 8 November 2023 onwards (refer to the charter dated on August 9, 2022).