(Mr. Udom Puasakul)
Chairman of the Corporate Governance Committee
The Board of Directors of Golden Land Property Development PLC (“Company”) appoints the Company’s Audit Committee, consisting of 3 independent directors who are highly knowledgeable with years of professional experience in accounting, finances, laws, business administration and organizational management. The directors are well qualified to oversee the integrity of the Company’s financial reporting in compliance with regulatory requirements set forth by the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET). The Audit Committee is currently comprised of the following members: Mr. Chainoi Puankosoom in his capacity as the Chairman, Mr. Udom Puasakul as the Committee Member and Mr. Chinnavat Chinsangaram as the Committee Member. However, Mr. Chainoi Puankosoom tendered his resignation from the Independent Director and Chairman of the Audit Committee on 19 September 2019. The Board of Directors appointed Mr. Udom Puasakul to serve as the acting Chairman of the Audit Committee, effective from 20 September 2019 onwards.
In 2019 (1 October 2018 - 30 September 2019), the Audit Committee summoned a total of four meetings for the purposes of reviewing the adequacy and effectiveness of the Company’s internal control systems, operational effectiveness, risk management, reliability of financial reporting and management, compliance with applicable laws and regulations, and the value protection of the Company and its subsidiaries’ properties and assets. The number of meetings attended by all members are as follows:
|Mr. Chainoi Puankosoom1
|Chairman of the Audit Committee||4/4|
|Mr. Udom Puasakul1||Member of the Audit Committee||4/4|
|Mr. Chinnavat Chinsangaram2
|Member of the Audit Committee||2/2|
|Mr. Wanchai Sarathulthat2||Member of the Audit Committee||1/1|
Mr. Chainoi Puankosoom resigned from the position of Independent Director and Chairman of the Audit Committee on 19 September 2019. Since
Frasers Property (Thailand) Public Company Limited has acquired a majority stake of the Company, resulting in the Company is a subsidiary of
Frasers Property (Thailand) Public Company Limited. Mr. Chainoi Puankosoom is also the Chairman and Audit Committee of Frasers Property
(Thailand) Public Company Limited. Therefore, he cannot be the Audit Committee Member of the Golden Land Property Development Public
Company Limited furthermore. Because it is against the rules regarding the qualifications of the audit committee as specified by the Capital
Market Supervisory Board. The Board of Directors has appointed Mr. Udom Puasakun to act as the Chairman of the Audit Committee in
the meantime, effective from 20 September 2019 onwards.
2Mr. Wanchai Sarathulthat was appointed to be the audit committee instead Mr. Chinnavat Chinsangaram resigned from Board of director and other Director of the Company on 17 April 2019 according to the resolution of the Board of Directors’ Meeting held on 10 May 2019
The Audit Committee has fulfilled its duties independently, acted strictly in compliance with the Charter of the Audit Committee and served other functions as assigned by the Board of Directors. In 2019, the Audit Committee drew up additional agendas in the fourth meeting, without the presence of the management, in which the Audit Committee, an internal auditor and a certified public accountant attended to discuss with an external auditor in respect of relevant issues such as a scope of work and a level of independence from the management. The external auditor informed that the management were actively cooperative in disclosing information accurately and adequately, and there was a high level of independence in reviewing the Company and its subsidiaries’ financial statements. The details of the scope of duties and responsibilities performed in 2019 are summarized as below:
- Review the Company’s financial statements: The Audit Committee reviewed the Company and its subsidiaries’ quarterly and annual financial statements for the year 2019 (ended 30 September 2019), together with the management, internal auditor and certified public accountant, and examined significant accounting policies, significant changes in the prior year, potential impact, unusual material transactions and comments from the external and internal auditors. The Audit Committee was of the opinion that the financial statements and operating results of the Company and its subsidiaries were correct, accurate, reliable and duly prepared in accordance with generally accepted accounting principles. In addition, the disclosure of information in the financial statements was adequate, and there were no transactions or events that may materially affect the financial statements.
- Review and monitor the effectiveness of the Company’s internal control and oversight of internal audit: The Audit Committee considered and approved a 2019 audit plan submitted by an internal auditor, in which a risk assessment was conducted to determine priorities within internal control systems to ensure alignment with corporate goals and objectives. The Audit Committee provided constructive recommendations as to the functioning of an internal audit department to achieve desired results according to agreed plans. In addition, the Audit Committee approved the internal audit structure, appointment and transfer of a head of internal audit executive, determined the number of the internal audit personnel as appropriate to the current capacity and annual audit plan, and assessed the performance of the internal audit department to encourage improvements in the audit function.
- Review the Company’s internal control relating to good corporate governance and anti-corruption policy: The Audit Committee examined and reviewed the internal control systems of the Company and its subsidiaries for the year 2019 and conducted an assessment of adequacy of the internal control systems based on the Forms of the Securities and Exchange Commission (SEC). The Audit Committee was of the opinion that the systems were appropriate and effective enough to guarantee the transparency in the conduct of business, without noting significant exceptions that may affect the execution of the anti-corruption policies.
- Review the Company’s risk management: The Audit Committee reviewed the Company and its subsidiaries’ risk management policies and compliance to ensure the Company puts in place the appropriate and effective risk management measures. The Committee conducted a follow-up on the assessment of risks that may arise from changes in the business landscape, ranging from strategic risk, operation risk, management risk, financial risk, market risk to corruption risk, and decided on short and long-term measures to eliminate or mitigate risks on a consistent basis. Based on the review, it was noted that the risk management measures were implemented effectively and adequately in accordance with the Company’s policies and strategic plans.
- Review the Company’s compliance with laws: The Audit Committee reviewed the regulatory compliance to ensure the Company and its subsidiaries strictly adhered to applicable rules and regulations and operated the business legally in accordance with the Securities and Exchange Act, SEC and SET regulations, and laws relating to the conduct of the Company’s business. Thus far, there have been no indications pointing to non-compliance 16 Golden Land Property Development PLC and/or misconduct or breach of relevant rules, regulations and laws.
- Consider, nominate and appoint the Company’s external auditor for the year 2019: The Audit Committee considered and selected qualified candidates based on a level of independence, knowledge, skills, experience, credentials and remuneration to conduct an audit of the Company and its subsidiaries, and submitted the nomination list to the Board of Directors for consideration and approval in its 2019 annual shareholder meeting. The meeting passed a resolution appointing Mrs. Wilai Buranakittisopon, CPA Registration No. 3920, or Ms. Nittaya Chetchotiros, CPA Registration No. 4439, or Ms. Napaporn Sathitthammaporn, CPA Registration No. 7494, from KPMG Phoomchai Audit Limited as an external auditor to express an opinion on the Company’s financial statements for the year 2019.
- Review connected transactions or transactions
that may lead to conflicts of interest:
The Audit Committee
reviewed the connected transactions to ensure compliance
with the SET regulations and laws dated B.E. 2546
governing the disclosure of information and conduct of
listed companies in relation to connected transactions that
may lead to conflicts of interest. The Audit Committee was
of the opinion that the connected transactions were under
normal business conditions, lacked conflicts of interest and
were conducted in a fair and reasonable manner under
the SET regulations. As such, no unusual transactions
were identified, and there was full, accurate and adequate
disclosure of information.In addition, the Audit Committee
appointed an independent financial advisor (IFA) and an
independent appraiser to provide opinions on a voluntary
tender offer for all securities of the Company as informed
by Frasers Property (Thailand) Public Company Limited
(FPT) to the Stock Exchange of Thailand (SET) in making a
tender offer for all securities of the Company.The committee
meeting passed its resolution appointing Maybank Kim
Eng Securities (Thailand) Public Company Limited as
an independent financial advisor of the Company and
Knight Frank Chartered (Thailand) Company Limited as
an independent appraiser of the Company and submitted
the appointment to the Board of Directors for approval.
In this regard, the Board of Directors’ Meeting has considered a report on the Independent Financial Advisor’s opinion on the tender offer for the securities in order to prepare a report on preliminary results of the tender offer (Form 250-2) submitted to shareholders. However, directors with vested interests, including Mr. Chainoi Puankosoom serving as the Chairman of the Audit Committee at that time, neither participate in the deliberation process nor vote on the matter.
- Submit performance reports to the Board of Directors: The Audit Committee prepared its performance reports and submitted them together with the results of an auditor’s review of the Company’s financial statements to the Board of Directors on a quarterly basis and compiled the Audit Committee report for disclosure in its annual report from October 2018 - September 2019 in conformity with the SET guidelines. In the prior year, the Committee did not identify or suspect any events or circumstances indicative of transactions or actions that may lead to a significant effect on the Company’s financial position and performance.
In 2019, the Audit Committee has successfully fulfilled its responsibilities as set forth in the Audit Committee Charter, harnessed knowledge and skills to deliver positive results and possessed an adequate degree of independence in the oversight of the performance of the Company and its subsidiaries. The Audit Committee was of the opinion that the Company and its subsidiaries has provided accurate and reliable financial statements in accordance with generally accepted accounting principles and ensured the adequate disclosure of information. In conducting connected transactions or transactions that may lead to conflicts of interest, the Company has enforced full compliance with the SET regulations and laws and ensured strict adherence to rules and procedures relating to the ethical conduct of business. Besides, the Company has adopted the adequate and effective risk management measures and good corporate governance practices as well as engaged qualified external and internal auditors with the highest level of independence and capabilities to enhance the appropriateness and effectiveness of auditing and internal control systems.