Report on Names of Members and Scope of Work of Audit Com.

F-24-1 Form to Report on Names of Members and Scope of Work of Audit Committee Electricity Generating Public Company Limited The Board of Directors meeting of Electricity Generating Public Company Limited No. 7/2008 held on September 8, 2008 resolved the meeting's resolutions in the following manners: Appointment of the audit committee/Renewal for the term of audit committee: Chairman of the audit committee Member of the audit committee As follows: (1) Mr. Thanapich Mulapruk the appointment which shall take an effect as of September 9, 2008 Change in the scope of duties and responsibilities of the audit committee with the following summary: - To revise the scope of the Audit Committee to comply with the SET's notification re:Qualifications and Scope of Work of the Audit Committees 2008, and the Securities and Exchange Act (No. 4) B.E. 2551, - To drop the constraint on "term limit" of Audit Committee member viewing that it might be more beneficial to the company to have Audit Committee members who have developed the understanding on the Company's work system, - To enlarge the Audit Committee's scope to ensure the independence of the whole Internal Audit Division, and - To enlarge the Audit Committee's scope to review with Management to ensure that Management would act as a role model for adherence to the Code of Conduct. the determination/change of which shall take an effect as of September 8, 2008 The audit committee is consisted of that: 1. Chairman of the audit committee Mr. Chaipat Sahasakul remaining term in office 1 year and 8 months 2. Member of the audit committee Mrs. Wattanee Phanachet remaining term in office 1 year and 4 months 3. Member of the audit committee Mr. Somphot Kanchanaporn remaining term in office 2 years and 5 months 4. Member of the audit committee Mr. Thanapich Mulapruk remaining term in office 3 years Secretary of the audit committee Mrs. Jutatip Mahavera Enclosed hereto is 1 copy of the certificate and biography of the audit committee. The audit committee number 2 has adequate expertise and experience to review creditability of the financial reports. -2- The audit committee of the company has the scope of duties and responsibilities to the Board of Director on the following matters: 1. Review the accuracy and adequacy of EGCO's financial reporting. 2. Review the appropriateness and effectiveness of internal control systems, and internal audit functions and determine the Internal Audit Division's independence, as well as to approve the appointment, rotation and removal, and performance development and appraisal of the Chief Internal Audit. The Chief Internal Audit shall present the appointment, rotation, promotion, removal, and performance development as well as appraisal of internal audit staff to the Audit Committee to consider whether the motion of dissent would be raised. 3. Monitor EGCO's compliance with Securities and Exchange Acts and Regulations of the SET, and any other laws relevant to EGCO's business. 4. Recommend the Board of Directors an independent person to be EGCO's auditor as wellas the audit fees for appointment by the shareholders to audit EGCO's financial statements. 5. Attend a non-management meeting with an auditor at least once a year. 6. Consider the connected transactions or any transactions that may cause conflict of interest complying with SET's rules and regulations to ensure that such transactions are reasonable and create highest benefit to EGCO. 7. Review the Internal Audit Charter prior to submit to the Board of Directors for approval. 8. Approve the internal audit plan as well as budget and personnel. 9. Review the internal audit function, including: independence of internal audit division and reporting obligation. 10. Review or modify code of conduct prior to submission to the Board of Directors for consideration. 11. Review with Management to ensure that the management will act as the role models in complying with the code of conduct, and that the staff comply with EGCO's Code of Conduct. 12. Review with Management the preparation of Management's Discussion and Analysis or MD&A and its disclosure on Annual Report. 13. Review with the Management the risk management policy, the practice compliance with such policy, as well as EGCO's risk management guidelines. 14. Prepare a report that describes the Audit Committee's activities and responsibilities. This report shall be signed by the Chairman of the Audit Committee and published in the annual report to the shareholders. The Audit Committee's Report shall consist of at least the following information: (a) an opinion on the accuracy, completeness and creditability of the Company's financial report, (b) an opinion on the adequacy of the Company's internal control system, (c) 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, (d) an opinion on the suitability of an auditor, (e) an opinion on the transactions that may lead to conflicts of interests, (f) the number of the Audit Committee meetings, and the attendance of such meetings by each committee member, (g) an opinion or overview comment received by the Audit Committee from its performance of duties in accordance with the charter, and (h) 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 Board of Directors. 15. Inspect any suspiciousness reported by the company's auditor, that the President, Management or any person responsible for the company's operation commits an offence under the Securities and Exchange Act (No. 4) B.E. 2551 and report the result of preliminary inspection to the Office of the Securities and Exchange Commission and the auditor within thirty days after being informed by the auditor. 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. 18. Reference to the above responsibilities, 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 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 all the requirements of the Stock Exchange of Thailand Signed Director (Seal) ( Mr. Visit Akaravinak )