20 Sep 2019 17:02:00
Notification of the Board's resolution to appoint the audit committee to fill the vacancy
Change of director/Executive 20 September 2019 Subject : Notification of the Board's resolution to appoint the audit committee to fill the vacancy To : President The Stock Exchange of Thailand Due to the Board of Directors' meeting of Thai Mitsuwa Public Company Limited no. 6/2019, on 20 September 2019, passed the following resolutions: Approved the appointment of Mr. Phachara Kaewnukul to be the audit committee in place of Mr. Yoshihisa Hasegawa, effective from September 20, 2019. The name list of the audit committee consists of 1. Professor Komen Suebwiset President of independent Director and Audit Committee 2. Mr. Pornthep Yanprasat Independent Director and Audit Committee 3. Mr. Patchara Kaewnukul Independent Director and Audit Committee In addition, the scope of duties and responsibilities of the audit committee appear in the name list and scope of work of the audit committee (F 24-1) submitted with this letter. Please be informed accordingly. Yours sincerely (Mr. Tetsuji Takekuchi) Company secretary F 24-1 Form to Report on Names of Members and Scope of Work of the Audit Committee The Board of Directors meeting/shareholders meeting of Thai Mitsuwa Public Company Limited No.6/2019 held on September 20,2019 resolved the meeting's resolutions in the following manners: Appointment of the audit committee/Renewal for the term of audit committee: Chairman of the audit committee Member of the audit committee as follows: Mr.Patchara Kaewnukul the appointment/renewal of which shall take an effect as of September 20, 2019. The audit committee is consisted of: 1. Chairman of the audit committee Professor Komen Suebwiset remaining term in office 3 years 2. Member of the audit committee Mr. Pornthep Yanprasat remaining term in office 3 years 3. Member of the audit committee Mr. Patchara Kaewnukul remaining term in office 3 years Secretary of the audit committee Mr. Masarn Songsaksakul. Enclosed hereto is --- copies of the certificate and biography of the audit committee. The audit committee number(s) 1 - 3 has/have adequate expertise and experience to review creditability of the financial reports. The audit committee of the company has the scope of duties and responsibilities to the Board of Directors on the following matters: 1. Review to ensure that the company has accurate and sufficient financial reporting. 2. Review to ensure that the company has an appropriate and effective internal control and internal audit systems and consider the independence of the internal audit department as well as giving approval to the appointment, transfer, and termination of the head of the internal audit department. 3. Review to ensure that the company complies with the securities and exchange laws, regulations of the Stock Exchange of Thailand and laws related to the company's business. 4. Considering, selecting and proposing the appointment of an independent person to act as the company's auditor and propose the remuneration of the said person Including meeting with the auditor Without the management to attend the meeting as well at least 1 time per year. 5. Consider the connected transaction or the transaction that may have conflict of interest to be in accordance with the laws and regulations of the Stock Exchange of Thailand to ensure that the said transaction is reasonable and is of the maximum benefit to the company. 6. Prepare a report of the audit committee to disclose in the company's annual report, which must be signed by the chairman of the audit committee and consist of at least the following information: (A) Comments on the accuracy and completeness Being reliable of the company's financial reports. (B) An opinion about the sufficiency of the internal control system of the company. (C) An opinion on compliance with the securities and exchange law of Thailand and regulations of the Stock Exchange of Thailand or laws related to the company's business. (D) Comments on the suitability of the auditor. (E) Comments on transactions that may have conflicts of interest. (F) The number of the audit committee meetings and the attendance of each audit committee's meeting. (G) Overall opinion or observation that the audit committee has received from performing duties under the charter. (H) Other transactions which the shareholders and general investors should know Within the scope of duties and responsibilities granted assigned from the Board of Directors. (7) To perform other duties as assigned by the Board of Directors with the approval of the audit committee. 1. The company hereby certifies that 1. The qualifications of the aforementioned members meet all the requirements of the Stock Exchange of Thailand. 2. The scope of duties and responsibilities of the audit committee as stated above meet all the requirements of the Stock Exchange of Thailand. Signed ??????????????Managing 5Director ( Mr.Hiroshi Yamada) (Seal) ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement.