The Board of Directors stresses on the internal control system and internal audit in both management and operational levels. The Board of Directors and the management are directly responsible for providing and maintaining internal control system, and evaluating the sufficiency of the internal control. The internal control consists of five components: organization and environment, risk management, operational control of management, information system and communication, and monitoring system. These components help determine business direction, develop information and communication to ensure well-informed decisions, divide authority and determine the financial approval for each management level, and set clear operational procedure for each line of work. These areas of control also determine ethical practice, set transaction process to prevent conflict of interest with any parties, ensure appropriate access to information, and uphold the generally accepted accounting principles which support the work of independent auditors.
Assessment of Sufficiency for Internal Control
The Board has considered the assessment of the sufficiency of the internal control systems of the Company for 2022 with details 5 sections as follow:
- Part 1 Control Environment
- Part 2 Risk Assessment
- Part 3 Control Activities
- Part 4 Information & Communication
- Part 5 Monitoring Activities
Risk Management
The company regularly conducts risk management to establish external and internal risk factors which may impact the company. All risks are properly handled and closely followed up. The company has the policy to control risks and maintain follow-up measures to reduce risk for the company.
Executive meetings are held monthly or when emergency case arises. There are also channels to communicate organization-wide to urge staff to observe risk management measures. Risks are also prioritized for systematic response. Follow-up mechanism is established to make sure the compliance of risk management plan with indicators for relevant risks. This will be reported to the board every month.
The Board of Directors has established internal audit department who Mr. Nipon Sunthrajarn is internal audit Manager to enhance internal control and compliance to the regulations. This department gives advice to other departments by encouraging self control.
Detail of Internal Audit Director
Mr. Nipon Suntrajarn (47 years)
Position : Internal Audit Director
Eucation : Bachelor degree - Faculty of Business Administration, Chaingmai University
Experience during last 5 years :
- 2007 – Present : Internal Audit Director, Major Cineplex Group Plc.
Training :
- Corruption Risk and Control Workshop 2020, The Institute of Internal Auditors of Thailand
- Risk Management Plan Workshop , In-House Training
Duties and Responsibilities of the Head of Internal Audit :
- Design the overall structure and scope of responsibilities within Internal Audit Department and perform general administration management.
- Prepare operational manuals and working standards for internal auditor and review that they have achieved the established standards.
- Prepare annual audit plan that has been considered and approved by the audit committee.
- Prepare department annual budget and define key performance indicator for internal audit work.
- Review audit program of each audit projects, in terms of operations, information technology, in order to use resources sufficiently and to effectively and efficiently achieve audit results.
- Determine appropriateness of information storage systems and company's asset verification.
- Evaluate the credibility and correctness of accounting and financial information.
- Review each departmental operation to ensure compliance with company's objectives, working policies, and any related laws and regulations. And that the company has sound internal control in assurance to achieve the objectives set by the company.
- Fraud Audit and take legal actions on fraudulent lawsuit.
- Review the audit results and follow up on agreed recommendations.
- Reviewed the policy and each operation process complying with company's risk management principles to ensure that the company has implemented an appropriate risk management process in efficient.
- Prepare internal audit report t to the executive team, the Audit Committee, and the Board of Directors.
- Select and develop at all levels of internal auditors to be skilled and knowledgeable including evaluate internal auditors performance.
- Provide consulting service on internal control and risk to other departments.
- Perform other special tasks as assigned by the executive management and the Audit Committee.
- Liaise with the executive management, Audit Committee, the Company's auditor and advisors
Audit’s Remunerations
As per resolution of the 2022 annual ordinary shareholder meeting to appoint PricewaterhouseCoopers ABAS Ltd. to be audit form of the Company and subsidiary companies for 2022 by designating either of the following auditors to audit and give opinions on the Company’s financial statement, namely: Miss Thitinan Wankaew, certified auditor No. 9432, Miss Nantika Limviriyalert, certified auditor No. 7358, Mr. Pisit Tangthanakul, certified auditor No. 4095.
In case the above named auditors could not perform the task, PricewaterhouseCoopers ABAS Ltd. would find other certified auditors of PricewaterhouseCoopers ABAS Ltd as substitutions thereof, and Board of Directors would ensure that such auditors would prepare financial statement on schedule.
In considering the appointment of this auditor, the Audit Committee has considered based on performance and independence, audit fees and qualifications as specified by the Securities and Exchange Commission and the Stock Exchange of Thailand as a decision-making criterion.
Comparison of the Company and Subsidiaries
| Auditor Remuneration | 2020 | 2021 | 2022 | |
|---|---|---|---|---|
| 1. | Auditor Remuneration of company | 4,250,000 | 4,250,000 | 3,450,000 |
| 2. | Auditor Remuneration of subsidiaries | 3,600,000 | 3,765,000 | 2,965,000 |
| 3. | Other fee | - None - | - None - | - None - |
| Auditor Remuneration of Company and Subsidiaries | 7,850,000 | 8,015,000 | 6,415,000 | |
Control on Inside Information
The company requires that its executives, member of the board and the employees adhere to the ethical use of inside information. The information, especially the trading of the company's shares, must be kept confidential. The measures to prevent the use of inside information for personal gain are following:
- All the executives are informed of their responsibility in reporting the shareholding of individual, spouse and underage children. Any change in shareholding has to be reported as required by Sections 59 and 275 of Securities and Exchange Act (B.E. 2535)
- All executives who have access to significant inside information and the financial statement are notified by written communication that they should refrain from trading the shares of the companies for one month. They are also reminded that such information is confidential and cannot be revealed to any individuals before the financial statement or such information is publicized.
- The Board of Directors and the executives must report their shareholding. In addition, the Board of Directors and executives must disclose conflict of interest or relates transaction to the company secretary.