26 April 2007
Names of Members and Scope of Performance of AC
F 24-3
Form for Report on Names of Members
and Scope of Performance
of the Audit Committee
The Board of Directors Meeting of Electricity Generating Public
Company No.4/2007_ held on April 23, 2007
passed resolutions appointing Mr. Worawit Khamkanist
the Audit Committee therefore, at April 23, 2007.
1. Names of members of the Audit Committee are as follows :
Remaining terms
of holding office
Chairman of the Audit Committee Mr. Chaipat Sahasakul
3 years
Member of the Audit Committee Mrs. Wattanee Phanachet
2 years 8 months
Member of the Audit Committee Mr. Worawit Khamkanist
3 years
Secretary of the Audit Committee Mrs. Jutatip Mahavera
Certificates and Resumes of _1 member of the Audit Committee
are attached hereto.
2. The Audit Committee of the Company has the scope of duties
and responsibilities, and shall report to the board of directors on:
1. Review the accuracy and adequacy of EGCO financial reporting.
2. Review the appropriateness and effectiveness of internal
control systems, Management Control and internal audit functions.
3. Monitor EGCO compliance with Securities and Exchange Acts
and Regulations of the SET, and any other laws relevant to
EGCO business.
4. Recommend the Board of Directors the external auditing firm
as well as the audit fees for appointment by the shareholders
to audit EGCO financial statements.
5. Consider the accuracy and adequacy of EGCO disclosure on
related-party transactions or any transactions that
may cause conflict of interest.
6. Review the Internal Audit Charter prior to submit to
the Board of Directors for approval.
7. Approve the internal audit plan as well as budget and personnel.
8. Review the internal audit function, including: independence
of internal audit division and reporting obligation.
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9. Approve the appointment, rotation, removal and performance appraisal
of the Chief Internal Audit
10. Review or modify code of conduct prior to submission to
the Board of Directors for consideration.
11. Review with Management the methodology to encourage compliance
with EGCO code of conduct.
12. Review with Management the preparation of Management
Discussion and Analysis or MD&A and its disclosure on Annual Report.
13. Review with the Management the financial management
and financial risk management.
14. Prepare a report that describes the Audit Committee activities
and responsibilities. This report shall be signed by the Chairman
of the Audit Committee and published in the annual report to
the shareholders.
15. Direct and supervise an investigation into any matter as deemed necessary
to accomplish the Committee responsibility
16. Review the Audit Committee Charter at least annually.
17. Perform any other act as assigned by the Board of Directors with
approval of the Audit Committee.
3. Reporting
1. The Committee is accountable to EGCO Board of Directors
whereas the Board of Directors remains responsible to third persons
for the operation of the Company. The Committee shall report its activities
to the Board at every Board meeting.
2. Report to the Board of Directors for corrective actions within
the time deemed appropriate in case there are suspiciousness
on any transactions or activities that would materially impact on
financial position and results of operation of the Company transactions
or activities, including the transaction which causes conflict of interest,
fraud or irregularity or material defect of internal control system and
the breach of the Securities and Exchange Acts, SET Regulations or laws
relating to business of the Company.
3. If the Board of Directors or Management fails to make rectification
within the period of time under the first paragraph, any committee member
may report the occurrence of a transaction or an act
under the first paragraph to the Office of the Securities
and Exchange Commission
or the Stock Exchange of Thailand.
The Company hereby certifies that the aforementioned members meet
all the qualifications prescribed by the Stock Exchange of Thailand.
(Seal) Signature ___________________President
(Mr.Visit Akaravinak)