Independent Director and Audit Committee

Transcription

1 Independent Directr and Audit Cmmittee Rules summary The listed cmpany s bard f directrs is representing the sharehlders. They are respnsible fr making decisins n the cmpany s imprtant plicies and strategies. Hence, t ensure that the management has implemented plicies and strategies laid dwn fr the ultimate benefits f sharehlders, the bard f directrs shuld thus be cmprised f qualified persns wh wuld efficiently perfrm the functin. The prprtin f executive directrs and nn-executive directrs shuld be ptimum t have a balanced yet diverse mix f expertise, plus the cunter balance mechanism within the bard t allw free discussin and prtect against the influence frm any persns ver the bard s decisins. Subject Cmpsitin f the bard f directrs Qualificatins f an independent directr Details The cmpsitin f the bard f directrs must be in line with SEC regulatins: 1. There must be at least ne third f independent directrs ut f ttal directrs, and at least 3 persns 2. There must be at least three members 1. Hlding n mre than 1 % f ttal vting shares* including the sharehlding f persns related t the independent directrs 2. Nt currently be r never been the cmpany s executive directr, wrker, emplyee, salaried cnsultant, r cntrlling parties*. Exceptin: It has been at least tw years after the persn has held the psitin. 3. Nt by bld r legally registered with ther directrs, executives, majr sharehlders, cntrlling parties, r persns wh will be nminated as directrs, executives, r cntrlling parties f the cmpany r subsidiary. 4. Nt currently having r never had any relatins with the cmpany* in the way that such relatin may impede the persn frm having independent views. Als, the persn shuld nt currently be r never be a significant sharehlder r cntrlling persn fr persns having business relatins with the cmpany*. Exceptin: It has been at least tw years after the persn has held the psitin. 5. Nt currently being r never been the cmpany s r*. Als, the persn shuld nt currently be r never be a significant sharehlder, cntrlling persn, r partners f current r s ing firm*. Exceptin: It has been at least tw years after the persn has held the psitin. 6. Nt currently be prviding r never prvided prfessinal services, legal cnsulting, nr financial cnsulting services t the cmpany with a fee mre than THB 2 millin per year*. Als, the persn shuld nt currently be r never be a significant sharehlder, cntrlling persn, r partners f current service prviders. Exceptin: It has been at least tw years after the persn has held the psitin. 7. Nt currently a directr appinted t represent the cmpany s directrs, majr sharehlders, r the sharehlder related t majr sharehlder. 8. Nt currently be perating under similar business nature and significant cmpetitin t the cmpany r subsidiary; r nt a significant partner f the 1

2 Subject Qualificatins f an member Details partnership, executive directr, salaried wrker, emplyee, r cnsultant; r hlding mre than 1% f vting shares f any ther cmpanies perating under similar business nature and significant cmpetitin t the cmpany and subsidiary. 9. Nt under any cnditins that may impede the persn frm having independent views twards the cmpany s peratins. *Including the parent cmpany, subsidiary, affiliate, majr sharehlder(s), r cntrlling parties f the cmpany 1. Having been appinted by the bard f directrs r sharehlders meeting t act as member. 2. Qualified fr an independent directr. 3. Nt currently the directr authrized by the bard t make administrative decisins f the cmpany, parent cmpany, subsidiary, same-level subsidiary, majr sharehlders, r cntrlling persns. 4. Nt currently the directr f the parent cmpany, subsidiary, r same-level subsidiary f listed cmpanies nly. 5. Having sufficient knwledge and experience t perfrm the duty f an. There must be at least ne member, wh is sufficiently knwledgeable and experienced t review the reliability f financial statements. Rles f an member 1. Review the cmpany s financial reprting prcess t ensure that it is accurate and adequate. 2. Review t ensure that the cmpany has apprpriate and efficient internal cntrl and internal systems. Als cnsider the independence f internal unit, apprve an appintment, transfer, r terminatin f the head f internal unit, r any ther units in charge f an internal. 3. Review t ensure the cmpany is cmpliance with SEC s laws, SET s regulatins, and ther related business laws. 4. Cnsider, select, and nminate independent persns t act as r, suggest the remuneratin, and attend nn-management meeting with the r at least nce a year. 5. Cnsider the cnnected transactins r the transactins that may cause cnflicts f interests, making them in line with the laws and SET s regulatins. This is t ensure such transactins are reasnable and fr the highest benefit f the cmpany. 6. Prepare an s reprt and disclse it in the cmpany s annual reprt. The reprt must be signed by the s chairman and cnsist f at least fllwing infrmatin: Opinin n the accuracy, cmpleteness, and reliability f the cmpany s financial reprts Opinin n the adequacy f the cmpany s internal cntrl system Opinin n the cmpliance with SEC s laws, SET s regulatins, r any ther related business laws Opinin n the suitability f the r Opinin n transactins which may cause cnflicts f interests Number f the meetings, and attendance f such meetings by each member Opinin r verview cmment received by the frm its perfrmance f duties in accrdance with the charter 2

3 Subject What t d when the has changed, r its scpe f duty has changed What t d when number f members are less than required Extensin perid fr appintment Details Other transactins which shuld be knwn t the sharehlders and general investrs, subject t the scpe f duties and respnsibilities assigned by the bard f directrs 7. Other peratins as assigned by the bard f directrs, and apprved by the When an member resigns, the listed cmpany must ntify t the SET immediately and specify the reasn. When a new member is appinted t replace frmer wh has resigned, r t assume additinal pst, the listed cmpany must ntify the SET via SET Prtal. The dcuments are as fllws 1. Frm t Reprt n names f Members and Scpe f Wrk f the Audit Cmmittee (F24-1 Frm), within three wrking days t infrm investrs. 2. Certificate and Bigraphy f the Audit Cmmittee Member (F24-2 Frm), within three wrking days as infrmatin fe SET. In case the scpe f wrk and respnsibilities f an has been changed, the listed cmpany must ntify SET by sending the F24-1 frm, within three business days. If the has fewer members than requires, the listed cmpany must appint a member f within three mnths f the shrtfall. During the time when the listed cmpany culd nt appint members in full, the SET will prceed the fllwing: Pst an NP (Ntice Pending) sign, n the 3-mnth due after the falls shrt f three. In case an NP sign has been psted fr three mnths already, and the cmpany culd nt yet appint a full, the SET will pst an SP (Suspensin) sign t suspend trading. In case an SP sign has been psted fr three mnths already, and the cmpany culd nt yet appint a full, the SET will annunce that the cmpany may be subject t pssible delisting and pst an NC (Nn-cmpliance) sign n the securities. The SET may delist the securities f the cmpany if they d nt meet SET s membership requirement within three mnths after delisting has been annunced. The listed cmpany must submit a written explanatin t SET, seven days befre the deadline fr appintment, and prvide reasns and supprting dcuments/evidence fr SET s cnsideratin. The need and apprpriateness the SET may cnsider extensin are such as: Cmpany is under the prcess f seeking apprval frm related authrities such as the Bank f Thailand and SEC. Cmpany is waiting fr respnses frm the persn apprached by the bard r nminatin. The nminee s name and expected time f appintment must be clearly stated. 3

4 Prcess When the listed cmpany nt meeting membership requirements, Date f having fewer members than required 3 Mnths 6 Mnths 9 Mnths Subject t pssible delisting 1 Year Ordered t be delisted; trading allwed fr 30 days NP SP NC Cmpany s name published every mnth 4

5 Q&As Questin Des the respnsible fr reviewing the financial statements credibility have t get qualificatins and experience in accunting? Des the have t be the directrs as well? Answer Nt necessary. Hwever the must be knwledgeable and experienced in reviewing the credibility f financial statements. The must give a testimny and mentin in the 56-1 frm and annual reprt clearly abut wh has such qualificatins. The must be appinted ut f the bard f directrs nly. They will bear similar respnsibilities as ther members f the bard. 5

6 Related Regulatins SET s regulatins Regulatin f the Stck Exchange f Thailand Re: Listing f Ordinary Shares r Preferred Shares as Listed Securities B.E (2015) Ntificatin f the Stck Exchange f Thailand Re: Qualificatins and Scpe f Wrk f the Audit Cmmittee B.E (2015) The Stck Exchange f Thailand (SET) S Plicy Re: Listed cmpanies required t appint SET Circular Br.Jr (Wr) 8 /2017 RE : Adjustment n submissin guidelines fr listed cmpanies infrmatin and reprts Other rganizatin s regulatins Ntificatin f Capital Market Supervisry Bard 39/2559 RE : Applicatin fr and Apprval f Offer fr Sale f Newly Issued Shares Frms Frm t Reprt n Names f Members and Scpe f Wrk f the Audit Cmmittee 1) Frm t Reprt n names f Members and Scpe f Wrk f the Audit Cmmittee (F24-1) 2) The Certificate and Bigraphy f the Audit Cmmittee Member (F24-2) 6