Qualifications and Term of Office
Duties and responsibilities
Qualifications and Term of Office
Q: What are the difference between audit committee and independent committee?
A: Audit committee are directors who are appointed by the company's board of directors to be members of “audit committee." Audit committee is responsible for reviewing financial statements, internal control system, and ensuring that the company has disclosed information on related party transaction. Audit committee shall have independence as basic qualifications as required by the SET notification, meaning that audit committee shall be independent director.
Q: Can audit committee serve as director in business partner company?
A: A qualification on independence of audit committee specified that the committee must not have conflict of interests with the company. If a committee serves as director in the company having high value of trading transactions, audit committee may be lack of independence in performing his/her duty.
Q: Can audit committee be sibling?
A: The public may be skeptical about directors who are sibling on the matter concerning whether each committee has independence in performance his/her duty. The company may need to disclose director's profile or qualifications of each director as well as the reason that board of directors appointed both of them to serve as audit committee to provide investors and involved person with information for considering the independence of each committee.
Q: Can former executive serve as audit committee?
A: Definition of audit committee specified that audit committee shall be director who does not take part in the management of the company and shall not be employee, staff member, or adviser who regularly receive salary or authorized person of the company, subsidiary, affiliated company or person that may have conflict of interests, such director must has no benefit or interest of the said nature during the period of 2 years before his appointment as a member of the audit committee. However, if board of directors has carefully considered and has opinion that having benefit or interest of such director does not affect his performing duty and ability to give independent view, the company can appoint such director to serve as audit committee without having to take a one year break or the board of directors may extend a break to more than a year.
Q: Why audit committee cannot be executive director as the matter for consideration submitting to the board of directors, audit committee has voting right as one of the directors?
A: Audit committee is independent director and has duty to review company's financial reporting process, ensure the company has efficient internal control system, monitor the performance of the company to ensure compliance with the laws and regulations, review transaction that may have conflict of interests, oversee dishonest acts or connected transactions of directors and executive, as well as to ensure that executive director has performed duty in accordance with the assigned authority. Therefore, it is required that audit committee be independent director and shall not have interests either directly or indirectly in the company's transaction and shall not be representative of major shareholder to ensure independence and fairness.
Executive director is sub-committee that was assigned by the board of director to act on their behalf in the matter that is in excess of the management's authority, for instance, authority to create encumbrance, consider merit promotion, appointment, rotation, remuneration of executives from the position of assistant manager and above. Executive director may take action on the matter without board of director's decision as some matters require quick response to support business operations or review proposal of the management. Executive director, therefore, is also responsible for day-to-day operations of the company.
If audit committee who is an independent director takes part in reviewing or approving matters with the management, it means that audit committee participate in the company's day-to-to operations. Therefore, independent director shall not serve as executive directors because taking part in company's day-to-day operations will make audit committee to be lack of independence qualifications of independent director.
In term of casting vote in the board meeting, it is considered a duty of director in supervising the company and voting on behalf of shareholders not performing day-to-day operation. Furthermore, if independent director joins with executive directors, it means that the matter proposed to the board meeting has passed the opinion of independent director or it can be seen as independent director and the management are on the same side.
Duties and responsibilities
Q: What are the roles and responsibilities of audit committee?
A: Audit committee has the same roles and responsibilities as other directors, which are to establish policy or approve the vision, strategy, objective, business plan, and budget of the company, review internal control system and risk management, and monitor management's operations. Nevertheless, audit committee has additional responsibilities that was assigned by the board of directors, which are to monitor accuracy and reliability of financial report and internal control and internal audit system, as ensure that company performs in compliance with the laws and regulations.
Q: In case audit committee does not have legal background, how to ensure that they can perform duties effectively in reviewing company's operations in compliance with securities laws, SET regulations or related business laws?
A: It is not required that audit committee have legal background but must know regulations related to the company. To facilitate the committee, company may hold an orientation program to give information related to the company. To efficiently perform duties, audit committee should assess damage degree in case the company fails to company with certain regulation to determine the matter that may have impact on the company in their auditing plan.
Q: Can audit company give advice on the company's operations?
A: Giving advice on the company's operations may result in the lack of independent qualifications of audit company. Audit committee can give advice to the company on behalf of company's director, which is considered a role of board of directors in overseeing the management.
Q: Can audit committee request additional information from the company?
A: In principle, all committees must be able to access sufficient information necessary to use for consideration or make further decision. However, it should not overlap duties of the management or the requested information should not be excessive.
Q: Prior proposing to the board, shall the company has approval from audit committee in case it applies for a loan?
A: If the application for a bank loan is in compliance with the company's regulations, the company is not required to receive approval from audit committee. However, if the company applies for a loan from a person or juristic person who is in the scope of related party transaction as specified in the SEC notification, the company should seek for audit committee's advice/consideration on the appropriateness before applying for a loan.
Q: How the company should set audit committee's remuneration?
A: To establish an appropriate remuneration for audit committee, the company should consider their assigned duties and responsibilities. If the committee has extra duties, the company should provide higher remuneration as they have to scrutinize information before proposing the board of director. Remuneration for audit committee requires approval from shareholder's meeting.
Q: Can the company make monthly payment to audit committee? Will it have any impact on the independence of audit committee?
A: Forms of remuneration payment include monthly payment, meeting attendance fee, bonuses. If the company has regulations on remuneration payment that is in accordance with accountability and responsibility and is comparable to the industry, there should not affect independence of committee.