On behalf of the Audit Committee
(Mr. Chainoi Puankosoom)
Chairman of Audit Committee
The Audit Committee of Golden Land Property Development PLC (“the Company”) composes of three independent directors who were appointed by the Company’s Board of Directors. These committee members are knowledgeable individuals with experiences in the fields of accounting, financing, laws, business administration, and organizational management. They are qualified to undertake the Committee’s duties, in reviewing the trustworthiness of the financial statements, as prescribed by the regulations of the Securities and Exchange Commission of Thailand (SEC) and the Stock Exchange of Thailand (SET). The Committee presently consists of Mr. Chainoi Puankosoom the Chairman of the Audit Committee, and two other members, Mr. Udom Puasakul and Mr. Chinnavat Chinsangaram, who are independent directors.
In 2015, the Audit Committee held 7 meetings, and the record of attendance at these meetings of the committee members are as follows:
|Member of the Audit Committee||Position||Attendance Numbers/Total Number of Meetings|
|Mr. Chainoi Puankosoom||Chairman of the Audit Committee||7/7|
|Mr. Udom Puasakul||Member of the Audit Committee||6/7|
|Mr. Chinnavat Chinsangaram||Member of the Audit Committee||7/7|
The Audit Committee performed its duties completely and independently according to the Audit Committee Charter and under the scope of responsibilities assigned by the Company’s Board of Directors. In 2015, the Committee also held an agenda under Extra Meeting No. 7 attended only by the committee members and the Company’s auditors, without the presence of any executives of the Company which was to discuss and inquire about the audit scope, audit independence, management collaboration with fair and full disclosure during the auditing exercise of the Company and its subsidiaries’ financial statements, and other obstacles that auditors may face during the course of their work. The auditors stated that they were able to carry out their auditing freely and received good collaboration from the management. The Audit Committee’s performance are summarized as follows:
- Review of financial statements: The Audit Committee reviewed material information of audited financial reports 2015 of the Company and its subsidiaries together with the Company’s management, its internal and external auditors on quarterly basis including an annual reviewed. The committee also reviewed issues relating to significant accounting policies, changes that occurred during fiscal year, possibility of impacts, irregularity materializes, and remarks from external and internal auditors. In the opinion of the Audit Committee, the Company and its subsidiaries’ financial positions and operational performances are prepared in accordance with to Generally Accepted Accounting Principles, with fair disclosure of information, and there is no irregularity that may generate any material impact on the financial statements.
- Review of related transactions: The Audit Committee reviewed related transactions that are required to comply with all laws and regulations of the Securities and Exchange Commission of Thailand (SEC) and the Stock Exchange of Thailand (SET) re: disclosure and operating companies listed in the related transaction 2003, which may have any conflict of interest. In the opinion of the Audit Committee, the Company’s related transactions involve no conflicts of interest and are undertaken in the ordinary course of business, equitably, with acceptable rationality and no irregularity. There is fair and full disclosure of information. In 2015, the Audit Committee reviewed the matters related transactions such as the issuance and offering for sale of the newly-issued ordinary shares to Frasers Property Holdings (Thailand) Co., Ltd. (“FPHT”) which was related person, waiver of the requirement to make the tender offer for all securities of the business by virtue of the resolution of the shareholders’ meeting (Whitewash), and the asset acquisition of the investment in the Sam Yan project which is related transaction.
- Review and proposition of the appointment of the Company’s auditor for 2015: The Audit Committee selected the Company and its subsidiaries’ auditor based on the consideration and circumstances of independence, professional proficiency, experiences, as well as the auditor remuneration. It then provides its recommendations and proposes such selection to the Company’s Board of Directors for consideration and further submission to the 2015 Annual General Shareholder Meeting for approval. The General Shareholder Meeting resolved the appointment of Ms. Nittaya Chetchotiros, Certified Public Accountant No. 4439 of KPMG Phoomchai Audit Ltd. to be the auditor of the Company to audit of its annual financial statements for 2015.
- Review of the internal control system: The Audit Committee exercised an annual review of the Company and its subsidiaries’ internal control system for the year 2015 and found that the controls over business operations are appropriate and effective, and found no material issue that may cause any operational impacts.
- Supervision of the internal audit: The Audit Committee reviewed and approved the internal audit plan for 2015, and made recommendations on the Internal Audit Department’s work to assure that the internal auditing plan achieved its goal that was set in accordance with the Generally Accepted Auditing Standards. In addition, the Audit Committee approved the proposal for the appointment of the Internal Audit Department’s personnel and its manpower plan aiming to properly accommodate the conduct of internal auditing under the 2015 annual plan. The Audit Committee also approved the addition of a senior internal audit position and evaluated performance of the Internal Audit Department to improve the efficiency of the internal auditing function.
- Review of legal compliance: The Audit Committee reviewed and oversaw that the Company and its subsidiaries’ operations complied with laws on securities and stock exchange, regulations of the Securities and Exchange Commission of Thailand (SEC) and the Stock Exchange of Thailand (SET), as well as other laws relating to the business of the Company. The reviews indicated no outcome that could lead to any findings of material noncompliance with and/or any breach of applicable laws, rules and regulations.
- Review and revision of the Audit Committee Charter: The Audit Committee reviewed the appropriateness of the Audit Committee Charter and recommended an updating scope of duties to include risk management review . Other prescribed scopes of duties in the Audit Committee Charter shall be maintained.
- Other assignments: The Audit Committee prepared its performance reports and its reviews’ reports of the Company’s financial statements to be submitted to the Company’s Board of Directors on a quarterly basis. The Audit Committee also submitted the report to the Company’s Board of Directors which was prepared according to the rules prescribed by the Stock Exchange of Thailand (SET) and shall be disclosed in the Company’s 2015 annual report.
- Report of reasonable doubt transactions: The Audit Committee has a duty to report to the Company’s Board of Directors if and when it has detected any reasonable doubt transaction or action with potentially significant impact on the financial status and the performance of the Company. In the last fiscal year, there were neither incident nor circumstances that specified any threat of such occurrences.
- Audit of risk management: The Audit Committee
reviewed the Company and its subsidiaries’ risk management to
assure that they put in place the risk management processes that
are appropriate and effective, regularly evaluated and monitored
risks caused by changes in circumstances or business environment
or, and consistently defined appropriate long-term and short-term of
relative risk reductions. The review found that risk management was
efficiently and sufficiently carried out in line with the Company’s
policies and its corporate strategies.
To summarize, in 2015 the Audit Committee has performed its duties as prescribed in the Audit Committee Charter and exercised its knowledge and proficiency to oversee and monitor the business operations of the Company and its subsidiaries, with the fair degree of independence necessary to effectively carry out its duties. In the opinion of the Audit Committee, the Company and its subsidiaries have reported true and reliable financial statements which are presented in accordance with the Generally Accepted Accounting Principles, with fair disclosure of information, related transactions, and transactions that may involve any conflict of interest. The Company has abided by applicable laws and strictly and completely complied with regulations prescribed by the Securities and Exchange Commission of Thailand (SEC) and the Stock Exchange of Thailand (SET), as well as other laws relating to the business of the Company. The Company maintains adequate risk management, good corporate governance, qualified and independent external and internal auditors that assure the appropriateness and effectiveness of audit and internal control system.