Scope and Responsibility of Audit Committee
- To review the Bank’s financial statements to ensure accuracy and adequacy.
- To review and ensure that the Bank has suitable and efficient internal control system and internal audit and reviewing to ascertain that internal audit function is independent. Hiring, transferring, removal of Head of Audit shall be concurred by Audit Committee before submission to Nomination Remuneration and Corporate Governance Committee (NRCC) for endorsement and Board of Directors for approval respectively.
- To evaluate the efficiency and effectiveness of the performance including KPI setting of Head of Audit.
- To evaluate the efficiency and effectiveness of the performance including KPI setting of Head of Compliance.
- To review and approve the Annual Audit Plan of Internal Audit.
- To review to ensure compliance with the laws and regulations imposed by the BoT, SEC, SET and other relevant regulators.
- To review and approve the Compliance Policy, Annual Compliance Plan and Annual Compliance Report prepared by the Bank’s Compliance unit
- To select, nominate and recommend remuneration of the Bank’s external auditor by taking into account credibility, adequacy of resources, experience and independence including recommend dismissal of the external auditor. The Audit Committee shall meet with the external auditor without the members of executive management being present as often as it determines but at least once a year.
- To approve audit-related and other services engagements with the Bank’s external auditor.
- To review connected transaction or transaction that may lead to conflict of interest to ensure transactions are conducted and disclosed in compliance with the law and regulation and that transactions are entered with reasonableness for the benefit to the Bank.
- To prepare audit committee report, signed by the chairman of the Audit Committee, and disclose it in an annual report of the Bank. The report should at least contain the following information;
(1) The Audit Committee’s opinion regarding the accuracy, completeness and integrity of the Bank’s financial statements.
(2) The Audit Committee’s opinion regarding adequacy of the Bank’s internal controls.
(3) The Audit Committee’s opinion regarding compliance with applicable laws and regulations.
(4) The Audit Committee’s opinion regarding suitability of the Bank’s external auditor.
(5) The Audit Committee’s opinion regarding transaction that may lead to conflict of interest.
(6) The number of the meeting held during the year and number of each member’s attendance.
(7) Overall opinion on the discharge of Audit Committee’s duties according to its charter.
(8) Other information, within the scope of the roles and responsibilities of Audit Committee, which is deemed to be necessary for shareholders and general investors.
- To commence investigation without delay upon being informed by external auditor of suspicious circumstance and report to SEC and external auditor the preliminary result within 30 days. The committee also is to report to the Board of Directors so that the Board can rectify the issues within the timeline specified by Audit Committee on the following findings or suspected transactions or actions:
(1) Conflict of interest;
(2) Fraud, possible fraud, or significant deficiency of internal control;
(3) Breaching of the applicable laws and regulations.
In case where the Board of Directors or executive management fail to rectify the issues within the specified timeline, Audit Committee shall report to BOT, SEC and SET, and ensure disclosure in the Bank’s annual report.
- To perform appropriate action upon being informed of suspicious circumstance by internal staff and/or external parties including whistleblowers.
- To review the appropriateness of corrective measures and actions taken by management in response to the reports or instructions from BOT, SEC and SET and any other relevant regulators.
- To review the accuracy and reliability of the financial statements of the Bank's subsidiaries, and to review compliance with the policies, processes and standards set by the Bank for its subsidiaries, including those related to internal controls and audit.
- To perform any other duties as delegated by the Board of Directors and agreed by the Audit Committee
- To perform other duties as required by law.