Report of Audit Committee
The Audit Committee of the Company comprises 3 independent directors who are experts with experiences in finance, immovable property and organizational management. Mr. Anant Gatepithaya is the Chairman, while Assistant Professor Aswin Bijayayodhin and Associate Professor Dr. Somjai Phagaphasvivat are members. All members of the Audit Committee have the qualifications as specified by the Securities and Exchange Commission, Thailand.
The Audit Committee performs the duties as assigned by the Board of Directors of the Company, that is, to assist the Board of Directors in supervising the business operations. In 2019, the Audit Committee has carried out its responsibilities in accordance with good corporate governance and the Audit Committee Charter approved by the Board of Directors. The Committee has performed such responsibilities by exercising its knowledge, ability and carefulness with sufficient independence to ensure that maximum benefits were delivered to stakeholders in an equal manner and reported on its performance to the Board of Directors. It has also informed the Audit Committee of the minutes of each meeting with a total of 12 meetings held in 2019. The Committee has consulted with the executives, the Internal Audit Unit and the external auditor on concerned matters. Its duties can be summarized as follows:
- Review of Financial Report System and Non-Financial Performance
- Risk Management Review
- Review of Internal Control System
- Review of Compliance with Business Related Laws
- Review of Connected Transactions or Transaction which might Contain Conflicts of Interest
- Review of Implementation of Anti-Corruption Criteria
- Review of Requirements of the Audit Committee and Charters of the Internal Audit Unit
- Oversight of Internal Audit
- Consideration to Appoint the Auditor and Auditing Fee for the Year 2019
The Audit Committee has jointly with the executives, the Internal Audit Unit and the auditor, reviewed Supalai Public Company Limited’s quarterly financial statements as well as its consolidated financial statements of 2019 on a quarterly basis to the independence in performing the duties and the expression of opinion of the auditor. The auditor has also been asked about the correctness and completeness of the financial statements and adjustment of significant accounting items which would have impact on the financial statements, the sufficiency and the appropriateness of the account recording methods and the scope of the audit. Accordingly, the disclosure of information in a correct, complete and sufficient manner with the independence of the auditor ensured that the preparation of financial statements has been made according to the provisions of the laws and accounting standards in line with generally accepted accounting principles. The accounting system and the financial statements are, therefore, correct and reliable. In addition, the information has been disclosed in the financial statements sufficiently and in a timely manner for the benefit of investors or users of the financial statements.
The Audit Committee has reviewed reports on the operational results of various departments by comparing their plans and their operational results. It has made inquiries on problems, while providing opinions and considerations regarding management guidelines to ensure that the implementation of such guidelines has been made in an appropriate and transparent manner.
The Audit Committee has reviewed the risk management including risk management plans and guidelines according to the principles prescribed in the policy on risk management in order to minimize possible impact to an acceptable level. The effectiveness and suitability of the process, which has been employed for handling risks arising from the Company’s both internal and external factors, have been considered and reviewed. Furthermore, the Committee followed up the progress on significant risk management by taking into consideration and identifying risk factors existing in operations as well as chances to generate impact by such risk management. Accordingly, such management ensures that the Company has systematically assessed significant risks while providing knowledge and understanding for the employees across the organization in order to be an important mechanism in creating additional value to its business. In addition, the Audit Committee has provided opinions regarding real estate business development for various locations of land as well as the analysis of risks regarding legal provisions, area of land expropriation and potential of relevant plots of land. The Company has disclosed these risks in the Annual Report for 2019.
The Audit Committee has jointly reviewed the internal control system with the auditor and Audit Committee secretary. Such a review has been conducted to assess the sufficiency and suitability of the internal control system in accordance with the internal audit standards and the guidelines prescribed by the Securities and Exchange Commission, Thailand and the Stock Exchange of Thailand in order to cover the security of the information systems. It also considered the audit results according to the approved audit plan and reported the audit results, whereby the management of the Company has monitored and ensured that there were correction and improvement in accordance with the recommendations of the Audit Committee on a continual basis. It shall adjust and improve the internal control system to be in line with changing circumstances. From the internal audit results, there has no weakness or defect in the internal control system which may materially impact business operations of the Company. The Audit Committee is of the opinion that the Company has sufficient internal control system and risk oversight for business efficiency. In addition, the auditor has assessed the internal control system and found no significant weakness which may have impact on the Company’s financial statements.
The Audit Committee has reviewed the compliance with the Stock Exchange of Thailand (SET) and the Securities and Exchange Commission's Rule of Practice and other laws related to the business of the Company and found that compliance has been made correctly with related laws. The Audit Committee did not receive any reports from the auditor, allegation from outside, management’s information disclosure and internal audit on non-compliance that would significantly affect the company. It could be concluded that the Company has effective control of legal compliance and there is no non-compliance that would significantly affect it.
The Audit Committee has reviewed connected transactions or those which might contain conflicts of interest. The Committee found that information in these transactions has been thoroughly and sufficiently disclosed. Such information comprises of actual trading transactions which are general and reasonable businesses with no conflict of interest and in compliance with the requirements of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET). In 2019, there has no transaction qualified as connected transaction or any possible transaction with conflict of interest that needs approval from the meeting of shareholders.
The Audit Committee has reviewed the internal control measures including the oversight on compliance with the principle of anti-corruption measures and established preventive guidelines against possible dishonest act by providing channels for complaints and clues through the Company’s website and email. The Company implements many activities to promote and communicate an informative (anti-corruption) exhibitions. The results of the internal audit carried out in accordance with the principle of anti-corruption measures revealed no weakness or defect in the internal control system in material matters, and the Audit Committee is of the opinion that the Company has appropriate internal control system, sufficient oversight of risk and principle of anti-corruption measures in line with the Nation Associate Anti-Corruption Network.
The Audit Committee has reviewed its requirements to be suitable and in accordance with its newly established duties and responsibilities as well as relevant legal provisions by performing its duties with due care, independence and transparency for maximum benefits of the Company. Accordingly, the Audit Committee is confident that the financial statements of Supalai Public Company Limited and its subsidiaries are correct, reliable and in accordance with generally accepted accounting principles. Also, its financial reporting standards have been adopted according to the risk management as well as effective and sufficient internal control system, while being consistent with relevant laws and official requirements in all respects.
In addition, the Audit Committee has reviewed the Charter of the Internal Audit Unit to ensure its suitability and consistency with the responsibilities of the Internal Audit Unit as the Charter would be used as operational guidelines. This will also raise awareness of the importance of corporate governance. The Internal Audit Unit can perform its duties independently, while the Audit Committee can provide recommendations, consultation and information useful for decision in improvement of the Company’s operations.
The Audit Committee is tasked with the oversight of the internal audit unit, which covers the unit’s key operations, scope of duties and responsibilities as well as its independence in performing audit and, the organizational and workforce management. The Committee reviews and approves an annual audit plan established in accordance with risk assessment results from various departments while providing operational advice to the Internal Audit Unit on an ongoing basis. This is to ensure that internal auditing has been conducted in compliance with international standards and the professional practice framework for enhanced efficiency. In addition, the Committee keeps track of corrective actions with a focus on significant issues in audit reports. In summary, the Committee found that the Company has implemented the internal audit system and information management in a sufficient, suitable and effective manner. The Internal Audit Section has been able to perform its duties independently while offering consultation and information which have contributed to the Company’s effective decision making to improve business efficiency.
The Audit Committee has considered selecting and proposing to appoint the auditor and determine the auditing fee for the year 2019 by taking into consideration the performance of the previous year of the auditor in compliance with the assessment criteria of the Company in terms of the auditor’s qualifications, independence in performing duties, quality and standards of work, which are satisfactory and the auditor has possessed the qualifications in line with the Notification of the Securities and Exchange Commission, Thailand and the Stock Exchange of Thailand (SET). The Audit Committee, therefore, had proposed to the Board of Directors to nominate to the Annual General Meeting of Shareholders to further appoint EY Office Limited as auditor of the Company of 2019 and approved the appointment of Mr. Supachai Phanyawattano a Certified Public Accountant (Thailand) No.3930 or Miss Krongkaew Limkittikul a Certified Public Accountant (Thailand) No. 5874 or Mr. Natthawut Suntipet a Certified Public Accountant (Thailand) No.5730 to be auditor of the Company and its subsidiaries as well as the annual and quarterly auditing fee and the consolidated financial statements of 2019 in the amount of Baht 2.55 million.