FORM 24-3

F24-3 Form for Report on Names of Members and Scope of Duties & Reponsibilities of the Audit Committee Electricity Generating Public Company Limited The Board of Directors meeting of Electricity Generating Public Company Limited No.5/2001 held on August 27, 2001 passed resolutions of reviewing Scope of the Audit Committee's duties with the following details: 1. Clause No. 2 was revised only in Thai version. Its content in English version remains the same "Review the appropriateness and effectiveness of internal control systems and internal audit functions." 2. ClauseNo.3 was renumbered as Clause No.4 and the revision was done only in Thai version. The content in English version remains the same "Recommend the Board of Directors the external auditing firm as well as the audit fees for appointment by the shareholders to audit the financial statements of the Company and its subsidiaries." 3. Clause No 4 was renumbered as Clause No. 3. Moreover, its content was changed from "Monitor compliance with Securities and Exchange Acts and Regulations of the SET, and any other relevant laws." to "Monitor compliance with Securities and Exchange Acts and Regulations of the SET, and any other laws relevant to the Company's business." 4. Sub-Clause No.7.2 and 7.4 was changed from 7.2 "the appointment and termination of the internal audit manager." 7.4 "the independence of internal audit office." to 7.2 "the performance review and rewarding, appointment and termination of the manager of internal audit division." 7.4 "the independence of internal audit division." 5. The content of Clause No 8 was changed from "Provide a report of Audit Committee activities to the Board of Directors." to "Report the Audit Committee activities to the Board of Directors." Therefore, at August 27, 2001 1. Names of members of the Audit Committee will be as follows: Remaining terms of holding office Chairman of the Audit Committee Mr. Aswin Kongsiri 2 years 10 months Member of the Audit Committee Khunying Nongkran Chandhanayingyong 2 years 10 months Member of the Audit Committee Mr. Worawit Khamkanist 2 years 10 months 2. The Audit Committee of the company has the scope of duties and responsibilities, and shall report to the board of directors as follows: Duties 1. Review the accuracy of financial reporting and the adequacy of financial disclosure. 2. Review the appropriateness and effectiveness of internal control systems and internal audit functions. 3. Recommend the Board of Directors the external auditing firm as well as the audit fees for appointment by the shareholders to audit the financial statements of the Company and its subsidiaries. 4. Monitor compliance with Securities and Exchange Acts and Regulations of the SET, and any other laws relevant to the Company's business. 5. Consider compliance with all related-party transaction disclosures or the conflict- of-interest disclosures. 6. Prepare a letter that describes the Audit Committee's activities and responsibilities. This letter shall be signed by the Chairman of the Audit Committee and published in the annual report to shareholders. 7. Review the internal audit function, including: 7.1 the appropriateness of the annual audit plan, scope of work, budget and personnel. 7.2 the performance review and rewarding, appointment and termination of the manager of internal audit division. 7.3 the reporting obligation. 7.4 the independence of internal audit division. 8. Report the Audit Committee activities to the Board of Directors. 9. Review the Audit Committee Charter annually at least, and recommend modifications to suit the business in changing environment to the Board as needed. 10.Take care of any other matters assigned by the Board of Directors, such as reviewing the company's financial and risk management policies, reviewing compliance with the Code of Corporate Conduct of the management, and reviewing all important reports which must be disclosed to the public according to the law (e.g. Management Discussion and Analysis (MD&A), etc.). Responsibilities The Audit Committee is responsible to the Board of Directors under the scope of the functions assigned to it by the Board, whereas the whole Board of Directors is responsible for all of the Company's activities. Authority 1. The member of the Board of Directors, the management, or any staff may be requested to consider certain matters related to the Committee's duties and responsibilities. 2. The Audit Committee has the right to seek any information from independent professional advisors when necessary at the company's expense. 3. Direct and supervise an investigation into any matter as deemed necessary to accomplish the Audit Committee responsible works The company hereby certifies that the aforementioned members meet all the qualifications prescribed by the Stock Exchange of Thailand. Signature ......................... Director (Mrs. Angoon Kamolyabutr) Signature .......................... Director and President&CEO (Mr. Sitthiporn Ratanopas )