Corporate Governance Report from Audit
Committee
To Shareholders
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.
Attended
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
Related Transaction
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
External Auditors
- 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
