On behalf of the Audit Committee
(Mr. Chainoi Puankosoom)
Chairman of Audit Committee
The Audit Committee of Golden Land Property Development PLC (“the Company”) is composed of three independent directors who were appointed by the Company’s Board of Directors. These committee members are knowledgeable individuals with experience in the fields of accounting, financial, 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 2016, the Audit Committee held 4 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||4/4|
|Mr. Udom Puasakul||Member of the Audit Committee||4/4|
|Mr. Chinnavat Chinsangaram||Member of the Audit Committee||4/4|
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 2016, the Committee also held one special meeting attended only by the committee members, the internal auditors, and the external auditors, without the presence of any executives of the Company. This special meeting is an additional meeting apart from the other three regular ones and considered as Meeting No. 4 which was to discuss and inquire about the audit scope and audit independence. The external auditors advised that they received good collaboration from the management in providing fair and full disclosure and were able to carry out their auditing freely during the auditing of the Company and its subsidiaries’ financial statements. Summary of the Audit Committee’s actions in 2016 are as follows:
- Review of financial statements: The Audit Committee reviewed important information of the Company and its subsidiaries’ quarterly and annual financial statements for 2016 together with the Company’s management, its internal and external auditors. The committee also reviewed issues relating to significant accounting policies, changes that occurred during the year, possible future impacts, material irregularities, 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 accurate, complete, accountable, and prepared in conformity with the Generally Accepted Accounting Principles, with fair and full disclosure of information, and there is no irregularity that may generate any material impact on the financial statements.
- Review of the internal control system: The Audit Committee made an annual assessment and review of the Company and its subsidiaries’ internal control system for the year 2016 as per the evaluation form on the assessment of sufficiency of the internal controls system prescribed by the Securities and Exchange Commission (SEC). The Audit Committee is of the opinion that the Company has appropriate and efficient internal controls that can sufficiently support its business operations, and found no material issue that may cause any operational impacts.
- Review 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 business situations or circumstances, and consistently prescribed appropriate long-term and short-term risk mitigation measures. The review found that risk management was efficiently and sufficiently carried out in accordance with the Company’s policies and its corporate strategies.
- Review of legal compliance: The Audit Committee reviewed and oversaw that the Company and its subsidiaries monitored their compliance with rules, regulations, and policies, as well as having their 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 proposition of the appointment of the Company’s auditor for 2016: The Audit Committee selected the Company and its subsidiaries’ auditor based on the consideration and circumstances of independence, professional proficiency, experience, performance, as well as the auditor remuneration. It then provided its recommendations and proposes such selection to the Company’s Board of Directors for consideration and further submission to the 2016 Annual General Shareholder Meeting for approval. The General Shareholder Meeting resolved the appointment of Ms. Wilai Buranakittisophon, Certified Public Accountant No. 3920 of KPMG Phoomchai Audit Ltd. to be the auditor of the Company to the audit of its annual financial statements for 2016.
- Review of connected transactions: The Audit Committee reviewed connected 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 connected transactions involved no conflict of interest and were undertaken in the ordinary course of business, equitably, with acceptable rationality and no irregularity, and with fair and full disclosure of information.
- Supervision of the internal audit: The Audit Committee reviewed and approved the internal audit plan for 2016, 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 and transferring of the Chief Internal Auditor, and set forth the manpower plan of the Internal Audit Department to properly accommodate the conduct of internal auditing under the 2016 annual audit plan. In 2016, the Audit Committee appointed the Chief Internal Auditor and the Secretary of the Audit Committee, considered and approved the revised structure of the Internal Audit Department, acknowledged the revision of the internal audit plan for the second half of the year to be in line with the present business operation, as well as evaluated the work performance of the Internal Audit Department and used such finding to improve the efficiency of the internal auditing function.
- Report of its performance to the Board of Directors: The Audit Committee prepares the reports on its performance together with the review results of the Company’s financial statements to be submitted to the Board of Directors on a quarterly basis. It also prepared the Report of the Audit Committee to be disclosed in the Company’s 2016 Annual Report according to the rules prescribed by the Stock Exchange of Thailand (SET). In the event of any findings or doubts of any transactions or actions that may materially impact the Company’s financial positions and operational results, the Audit Committee shall then report to the Board of Directors for acknowledgement. In the past year there was no incident or situation that can be an indication of such event.
- Review and revision of the Audit Committee Charter: In the meeting of the Audit Committee, the committee annually considered and reviewed the suitability of the Audit Committee Charter. The Audit Committee viewed that the Audit Committee Charter which was approved by the Company’s Board of Directors on 24 February 2016 is appropriate and adequate for the present duties of the Audit Committee.
To summarize, in 2016, the Audit Committee 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 a fair degree of independence necessary to effectively carry out its duties. In the opinion of the Audit Committee, the Company and its subsidiaries have materially reported true and accurate financial statements which are presented to conform to generally accepted accounting principles, with fair disclosure of information, connected 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 Stock Exchange of Thailand (SET), as well as fully complied with other laws, rules and regulations 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 its audits and internal controls.