The Audit Committee shall consist of at least three members. Each Committee member shall hold a director position and possess the qualifications to act as an independent director as defined by the company’s Corporate Governance policy, as well as the regulations of supervising agencies and Securities and Exchange law. The Audit Committee or the Board of Directors shall appoint one member of the Committee as its chairperson.

The Audit Committee shall exercise its judgment freely and have financial literacy concerning the financial statements. At least one member of the Committee shall possess expertise in accountancy or finance.

The Committee shall maintain free and open communications with the independent auditor, the internal auditor and the management of the company.

The Committee shall organize meetings at least four times a year, or more as the Committee deems necessary, and arrange meetings with auditors, without the presence of the Management, at least once a year.

The chairperson of the Audit Committee shall be responsible for chairing the meetings, including arrangement of the meetings, setting the agendas and reporting the minutes to the Board of Directors.

The Audit Committee’s secretary shall participate in every meeting, as he/she is in charge of preparing and presenting documents to the Committee for review and recording minutes of the meeting. In the event that the Committee’s secretary is unable to attend the meeting, the Committee shall assign a person to undertake the secretary’s responsibilities instead.

Audit Committee members have a 3-year term of service, which coincides with the tenure of directors. Audit Committee members due to retire by rotation are eligible for re-election. In case that any vacancy in the Audit Committee occurs due to reasons other than retirement by rotation, the Board of Directors or the Shareholders’ Meeting shall appoint a qualified person to fill the vacancy so that the total number of Audit Committee members will comply with related laws and regulations. The new member of the Audit Committee who takes the vacant seat will serve the company for the remainder of the term of the replaced member.

The Audit Committee shall consider and appoint a qualified person to serve as the Committee’s secretary, who shall be in charge of supporting its operations, planning meeting schedules and handling other tasks as assigned by the Committee.

1. - Review the financial reports (quarterly financial report and annual audited financial report) to oversee that the reports are sufficient and correct before forwarding them to the Board of Directors for consideration.
2. - Review the internal control system to oversee that the internal audit procedures are adequate, appropriate and efficient. In addition, to observe the independence of the internal audit unit, as well as to approve the appointment, transfer and dismissal of the head of the internal audit unit or any other units responsible for the internal audit.
3. - Review the risk assessment and risk management systems to oversee that they are appropriate, adequate and efficient.
4. - Review business operating procedures to oversee that they are in compliance with rules and regulations of the Securities and Exchange Commission and the Stock Exchange of Thailand as well as other laws related to the company business.
5. - Recommend nominations of the independent auditors and the auditors’ remuneration to the Board. Review with the independent auditors the objectives of audit, responsibility and auditing procedures of the independent auditors including problems found during the audit as well as issues that the independent auditors consider may have a material impact on the company’s financial reports and to attend a meeting with the auditor without the presence of the management at least once a year.
6. - Review the connecting transactions or transactions that may have conflicts of interest to ensure that they are accurate, complete and in compliance with rules and regulations of the supervising agencies as well as disclose complete information of the transactions to ensure that they are appropriate and most beneficial to the company.
7. - Review the company’s compliance with private sector’s anti-corruption and certification programmes, including the Collective Action Coalition Against Corruption’s Self-Evaluation Tool.
8. - Issue an Audit Committee Report to be included in the company’s annual report and to be signed by the Audit Committee chairperson, This shall contain the following information as a minimum:
• Opinions concerning the correctness, completeness and trustworthiness of the financial reports of the company.
• Opinions concerning the adequacy of the company’s internal control system.
• Opinions concerning the company’s risk management system
• Opinions concerning the company’s compliance with the laws and regulations of the Securities and Exchange Commission and regulations of the Stock Exchange of Thailand, or any law governing the company’s business.
• Opinions concerning the appropriateness of the auditor.
• Opinions concerning transactions that may involve conflicts of interest.
• The number of Audit Committee meetings and attendance record for each of the Audit Committee members.
• Opinions or overall observations that the Audit Committee has found during the performance of its duties according to the Charter of the Audit Committee.
• Other reports which should be acknowledged by the shareholders and general investors under the duties and responsibilities assigned by the Board of Directors.
9. - Performance of other activities as assigned by the Board of Directors with the consent of the Audit Committee.

To perform such duties completely, the Audit Committee is empowered to call in or ask the Management, heads of relevant units and employees,to voice their opinions, attend a meeting or provide essential relevant documents. The Committee can also seek independent opinions from professional consultants as it deems necessary, at the expense of the company.

The Audit Committee shall perform its duties under the supervision of the Board of Directors. The Board of Directors shall be responsible for the company’s operations to shareholders, stakeholders and members of the public.

The Board of Directors is empowered to make adjustments and change definitions and qualifications of the independent directors as well as the scope of duties and responsibilities of the Audit Committee according to the regulations of the Securities and Exchange Commission, the Stock Exchange of Thailand, The Capital Market Supervisory Board, and other related laws.

Audit Committee’s Report for 2020

For the year 2020, the Audit Committee attended three meetings. Each of the committee members attended all of the meetings in order to perform his duties as specified in the Audit Committee Charter, including offering suggestions and opinions as the Audit Committee of the Company. Furthermore, the Audit Committee held joint meetings with the independent auditor and internal auditor, as well as the executive management in the event that there were any relevant matters to be discussed. The Audit Committee is of the opinion that:

1. 1. The 2020 annual financial statements were appropriate in presenting the complete, adequate, and correct information on the Company’s operating results, which were in conformity with generally accepted accounting principles, as disclosed and noted by the Independent Auditor in the Audit Report. It was made in accordance with accounting and financial reporting standards, along with relevant legal requirements. Key audit matters included recognition of revenue from rendering of services, impairment of digital television licenses, other operating assets and investments in subsidiaries.
2. 2. The Company’s internal control system and risk management was adequate and efficient. The observations of the auditor and internal auditor were substantially resolved. This has enabled the Board of Directors to supervise the operations of the Company systematically and in accordance with professional standards and business plans.
3. 3. The Audit Committee was informed of and reviewed the related party transactions in the 2020 financial statements and found that normal business transactions with general commercial terms and conditions were reasonable under the framework of the resolution of the meeting of the Board of Directors of the Company no. 5/2020 held on May 12, 2020 (according to Corporate Governance Policy of the Company).
4. 4. The Company has duly complied with the law governing Securities and Exchange, as well as other requirements and laws relevant to the business of the Company.
5. 5. The Company’s Independent Auditor for the year 2020 is Ms. Sasithorn Pongadisak, certified public account registration No. 8802 for the third year. She is a suitable person due to her knowledge, independence and experience in auditing for quite a long time.

With respect to the appointment of the Company’s Independent Auditor for the year 2021, the Audit Committee proposed that Ms. Sasithorn Pongadisak, certified public account registration No. 8802, as the endorser of the company's financial statements for the fourth year or Ms. Marisa Tharathornbunpakul, certified public accountant registration no. 5752, or Ms. Pornthip Rimdusit, certified public accountant registration no. 5565 of KPMG Phoomchai Audit Ltd. be appointed as the Company’s Independent Auditor for the year 2021 for another term on account of their suitability, knowledge, independence and long experience in account auditing.

Mr. Apivut Thongkam
Chairman of the Audit Committee