04 September 2008
Form-F24-1
(F24-1)
Report on Names of Members and Scope of Work of the Audit Committee
(Form-F24-1)
The Board of Directors Meeting of Sino-Thai Engineering & Construction Public
Company Limited No. 3/2008, held on September 3, 2008 resolved the following
resolutions:
( ) Renewal for the term of audit committee:
[ ] Chairman of the audit committee [ ] Member of the audit committee
As follows:
(1)
(2)
(3)
The renewal of which shall take an effect as of
(X) The change in the scope of duties and responsibilities of the audit
committee in order to comply with the notification of the Stock Exchange of
Thailand, re: qualification and scope of work of the Audit Committee, June 9,
2008.
The above changes shall become effective as of September 3, 2008.
The audit committee is consisted of:
1. Chairman of the Audit Committee
Mr. Chamni Janchai
Remaining term in office 1 year and 7 months
2. Member of the Audit Committee
Police Lieutenant General Jate Mongkolhutthi
Remaining term in office 1 year and 7 months
3. Member of the Audit Committee
Mr. Suchai Poopichayapongs
Remaining term in office 1 year and 7 months
Secretary of the Audit Committee: Mr. Chirapat Srivardhana
Term of the Company's Audit Committee member equals the term of directorship
of the Company. The said three (3) members of Audit Committee will retire by
rotation at the 2010 Annual General Meeting of Shareholders.
Enclosed herewith is 3 copies of the certificates of biographies of the audit
committee members. The audit committee member as mentioned at item number 3
has adequate expertise and experience to review the creditability of the
financial reports.
The audit committee's duties and responsibilities to the Board of Directors
are as follows:
1. to review the Company's financial reporting process to ensure that it
is accurate and adequate;
2. to review the Company's internal control system and internal audit
system to ensure that they are suitable and efficient, to determine an
internal audit unit's independence, as well as to approve the
appointment, transfer and dismissal of the chief of an internal audit
unit or any other unit in charge of an internal audit;
3. to review the Company's compliance with the law on securities and
exchange, the Exchange's regulations, and the laws relating to the
Company's business;
4. to consider, select and nominate an independent person to be the
Company's auditor, and to propose such person's remuneration, as well
as to attend meeting with the auditor without the presence of the
executive directors at least once a year;
5. to review the Connected Transactions, or the transactions that may
lead to conflicts of interests, to ensure that they are in compliance
with the laws and the Exchange's regulations, and are reasonable and
for the highest benefit of the Company;
6. to prepare, and to disclose in the Company's annual report, an audit
committee's report which must be signed by the audit committee's
chairman and consist of at least the following information:
6.1 an opinion on the accuracy, completeness and creditability of the
Company's financial report,
6.2 an opinion on the adequacy of the Company's internal control system,
6.3 an opinion on the compliance with the law on securities and exchange,
the Exchange's regulations, or the laws relating to the Company's
business,
6.4 an opinion on the suitability of an auditor,
6.5 an opinion on the transactions that may lead to conflicts of
interests,
6.6 the number of the audit committee meetings, and the attendance of
such meetings by each committee member,
6.7 an opinion or overview comment received by the audit committee from
its performance of duties in accordance with this charter, and
6.8 other transactions which, according to the audit committee's opinion,
should be known to the shareholders and general investors, subject to
the scope of duties and responsibilities assigned by the Company's
board of directors; and
7. to perform any other act as assigned by the Company's board of
directors, with the approval of the audit committee.
In its performance of duties under the first paragraph, the audit committee
must be directly responsible to the Company's board of directors, while the
Company's board of directors shall remain responsible to third parties for the
operations of the Company.
The Company hereby certifies that:
1. The qualifications of the aforementioned members meet all the
requirements of the Stock Exchange of Thailand; and
2. The scope of duties and responsibilities of the audit committee as
stated above meet with all the requirements of the Stock Exchange of
Thailand.
Sino-Thai Engineering & Construction Public Company Limited
(Mr. Vallop Rungkijvorasathien)
President