Corporate Governance Report from Audit Committee
Audit Committee of Capital Engineering Network Public Company Limited has consists of 3 people is fully qualified and experienced. Year 2020, there are 5 times of Audit Committee meetings as name of audit committees attends the meetings as follows.
Dr. Visit Ongpipattanakul Chairman of Audit Committee 5/5
Mr. Yanyong Wattanawongpitak Audit Committee 3/5
Associate Professor Dr.Pusit Lertwattanaruk 1 Audit Committee 2/2
Mr. Jakkathan Yothanan 2 Audit Committee 3/3
1 Due to be retired by rotation at the 2020 Annual General Meeting of Shareholders on April 30, 2020
2 Became a member of the Audit Committee on March 21, 2020
Audit Committee has practices under duties and responsibilities as assigned by Board of Directors in order to ensure that company has adequate corporate governance which in accordance to good corporate governance of Securities and Exchange Commission and The Stock Exchange of Thailand thus Audit Committee has held the meeting for consideration and commendation on critical issues with management team, auditors, internal auditors and report those practical includes any suggestion to Board of Directors quarterly in order to proceed with matters that the Board of Directors deems appropriate which can summarized as follows:
To review Financial Report
- Audit Committee has reviewed information of financial statement each quarter and 2020 annual report as passed reviewed from auditors. By this, executives and auditors has consulted this reviewed on rectitude, completely before comment on report of financial statement, adjustable of accounts as affected financial statement which includes enough information to be disclosed and remarks from auditors.
Audit Committee had conformed to auditors mentioned report of financial statement had made with correction follows standard of financial reporting. Moreover, disclosures of important information in Noted to Financial Statement are sufficient, completely and trusted with selected reasonable of accounting policies includes disclosure of sufficient importance information in Note to Financial Statement as beneficial to users of financial statement. Apart from this, Audit Committee had 1 time meeting with auditor (no management) for discussion of audit plans, independence in performing duties and express opinion of auditors by giving importance to presentation of information correctly, completely, sufficiently
The adequacy of internal control system and Internal Audit
Risk Management and Corporate Governance
- Audit Committee has reviewed company to have effective internal control system by considering from conclusion on results of internal audit and monitoring quarterly as cover any important system of company together with suggestion for beneficial. Apart from this, considering on internal control system of company follows COSO of year 2013 as adjusted of Securities and Exchange Commission and The Stock Exchange of Thailand. By this, there is not any error which make less effective in internal control system therefore Audit Committee seems that company has adequate of internal control system
- Audit Committee has verified the internal control systems by reviewed practices and responsibilities in order to make sure that has processes are conducting appropriate internal investigation with effectively. Apart from this, approved of work plans annually, internal audit has make of risk plans respectively and adjust audit plans in order to be consistent with changes in risk throughout further practices follows internal audit plans. Audit Committee has opinions on internal audit control system is independent, adequate and practices of internal audit are relevant as required, good communication among executives and auditors and support any practices of Audit Committee
- Audit Committee has reviewed on risk management as appropriate and effective by review importance risk factors which disclosed in annual report
- Capital Engineering Network Public Company Limited has encourage all levels of employees to be consistency in ethics and integrity in term of anti-corruption for create culture and values of organization through anti-corruption policies as have a way to point out clues to management and all staff levels and show intention to participate in Anti – Corruption to increase effectiveness in corporate governance by files self-assessment in form of Anti – Corruption in order to get certified from Private Sector Collective Action Coalition Against Corruption (CAC) and certified as a member Private Sector Collective Action Coalition Against Corruption from the CAC
Practices in accordance to rules
- Audit Committee has Reviews Company related to law abiding from Securities and Exchange Commission and The Stock Exchange of Thailand, regulations from Capital Market Supervisory Board and other relevant to business operation including obligations that the company has with third parties, Audit committee has no any issue that contradictory to law and requirements
Acquisition and Disposition of Assets
- Audit Committee has considered on related transaction of company with person or related juristic person or any transaction as conflict of interest to company follows regulation of Securities and Exchange Commission and any other related division to make sure that has highest return to company
Audit Committee have agreed with report of executives (Accounting and Finance) as related business transaction or financial assistance transaction thus the company operates in accordance with normal business conditions that have general trading conditions that are reasonable. Fairness and maximum benefit to the company, including all significant items that have been disclosed and correctly shown in the financial statements and notes.
- Audit Committee has considered transaction on acquisition of assets for size and value which may affect financial status and business operation in accordance to rules and guidelines of Securities and Exchange Commission and The Stock Exchange of Thailand and Capital Market Supervisory Board; Audit Committee has comments and report to supervisor of accounting and finance; acquisition and disposition of assets happened, the company follows rules completely and correctly
To maintain quality of Audit committee
- Audit Committee has reviews its charters to be in accordance to current situations as approved by Board of Directors every year. Mentioned charter still complete and consistent to assigned duties and comments on those practical under Audit Committee Charter
- Audit Committee has reviews and evaluates performance in accordance to charters and good corporate governance as results Audit Committee has perform duties efficiently with independence in accordance to good practices and Audit Committee Charter which help to strengthen the good corporate governance system effectively.
- Audit Committee has prepare performing report to Board of Directors for acknowledgement quarterly thus year 2018 there are 4 reports in total
- Audit Committee has considered on independent evaluation and performance of auditors year 2019 and saw that the overall performance was satisfactory and independently
- Year 2020, company has selected office which is in list of auditors approved by Board of Securities and Exchange Commission and Stock Exchange of Thailand from quality of office including details of submitted audit fees; Audit Committee has considered and proposed to Board of Directors to ask for approval from shareholders meeting to appoint Miss Susan Eiamvanicha certified public accountant no. 4306 and/or Mr. Suchart Panitcharoen certified public accountant no. 4475 and/or Miss Chuenta Chommern certified public accountant no. 7570 and/or Miss Wandee Eiamvanicha certified public accountant no. 8210 and/or Mr. Kiatisak Vanithanun certified public accountant no. 9922 of SP Audit Company Limited ("SP AUDITW") is the company's auditor for the year 2020 and requested to approve the audit fees for the financial statements for the year 2020 and the financial statements review fees Quarterly of the company And consolidated financial statements Totaling 1,500,000.- Baht
Overall comments and concerns
From duties of Audit Committee in year 2020 so believed that company has accurate and reliable in term of accounting and financial report system, adequate internal control, effective in term of risk management, good corporate governance includes any practice in accordance with laws, regulations and any related rules for business operation.
In the performance, Audit Committees has use their knowledge, can be attributed to the conservative and independent enough and no limitation on receive information from executives, employees and related person including any suggestion in order the have benefit in every division equally.
In the name of Audit Committee
Mr. Wutichai Leenabanchong
Chairman of Audit Committee