Audit Committee’s Report
The Audit committee of Kulthorn Kirby Public Company Limited (the Company) consists of 3 independent directors who are qualified as independent directors with qualifications consistent with the requirements and best practices for the audit committee of The Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET) by performing duties in accordance with the scope of responsibility assigned from the Board of Directors and in accordance with the Charter of the audit committee. In 2022, there are 8 meetings and a summary of operation reports is provided to the Board of Directors on a quarterly basis. The meeting attendance details of each audit committee are as follows:
Number of Meeting Number
of Enter
Mr.Tawatchai Jaranakaran
the
chairman 8 8
Vice Admiral Naruedom Sa-ardyen RTN. the
member 8 5
Mrs. Benjawan Ratanaprayul the member 8 8
In each meeting, the Audit committee discussed with the management, the auditor and the internal auditor. In addition, there were 1 meeting with the auditor without the management team attending the meeting for independent consultation in the operations that are important in the preparation of financial statements, opinions, scope of work, plans and annual auditing procedures of the auditors. The audit committee has expressed opinions and provided independent observations and recommendations are comments and recommendations on various matters are as follows:
1 Reviewing of the accuracy of financial reports and the sufficiency of information disclosure: the Audit committee has reviewed the financial reports both quarterly and for the year 2022 of the company and its subsidiaries. And also significant accounting policies and significant financial reports by reviewing the implementation of Accounting standards by the Federation of Accounting Professions including adequate disclosure of important information in the notes to financial statements in accordance with Thai Financial Reporting Standards (TFRS) which has been reviewed and audited by an auditor as well as issues found with the management by the auditor.
Audit committee reviewed that the company's financial reports were with the Federation of Accounting Professions Standards is correct and complete as it should be in essence according with Thai Financial Reporting Standards and reliable, including the selection of accounting policies that are reasonable and important information is disclosed. However, the auditor’s report notices the uncertainties relating to Kulthorn Group’s financial situation, therefore, giving a disclaimer of opinion to the company’s financial statement.
2 Reviewing the sufficiency of the internal control system : the Audit committee has reviewed the audit report of the internal audit department and the auditor regarding the evaluation of the internal control system of the company and subsidiaries .There was no issue or deficiency that could significantly affect the company. As well as the management has continuously improved according to the recommendations of the audit committee, auditors and internal auditors. The importance of internal control of the company can reasonably establish confidence that the company has sufficient internal control.
3 Reviewing risk management: Board of directors and the management gives importance to risk management by considering an appropriate of the business environment and changes in various areas in order to set operational measures and manage risks in order to prevent or mitigate the potential impact on business operations.
In the year 2022, the Audit committee gave remarks and recommendations to the Board of Directors and the management about business risks in various fields such as the current competitive situation from both domestic and foreign countries, the resource management, the production costs and liquidity management. The management acknowledges and defines risk management guidelines in order to prevent and mitigate the effects on the company's business operations.
4 Reviewing related transactions or transactions which might cause conflict of interests : the Audit committee has reviewed the related transaction or transactions that may have conflicts of interest that are considered as related transactions under the notification of the Stock Exchange of Thailand (SET) and the Securities and Exchange Commission(SEC).The results of the review of related party transactions found that the company has acted in accordance with general trade conditions, fair, reasonable and does not cause the transfer of benefits including complete and sufficient disclosure by adhering to good corporate governance policies and announcement of the Stock Exchange of Thailand (SET).
5 Good Corporate Governance: the Audit committee has reviewed the company’s operation to ensure that it is in compliance with the Securities and Exchange Commission(SEC), the regulations of the Stock Exchange of Thailand (SET) and laws which are relevant to the company’s businesses, as well as monitoring the compliance of corporate governance to create transparency and reliability.
6 The self-assessment of the Audit Committee: the Audit committee reviewed and assessed their performance during the year 2022 that comply with the good corporate governance guidelines suggested by the Securities and Exchange Commission(SEC). The assessment results showed that the Audit committee has effectively carried out their duties in accordance with the scope, duties and responsibilities as stipulated in the Audit Committee’s Charter.
7 Appointment of the external auditors and review of the audit fee for 2023 : the Audit committee considered and proposed to the company’s Board of Directors to be further approved at the General Meeting of the shareholders, appointment of the EY Office Limited as the company’s auditors for another year in 2023 by Ms. Siriwan Suratepin, a certified public accountant number 4604, and/or Mrs. Sarinda Hiranprasertwut, a certified public accountant number 4799, and/or Ms. Natteera Pongpinitpinyo, a certified public accountant number 7362. The audit reviewing fees is 2,700,000 baht.
In summary, the performance of the Audit committee in 2022 is independently performing duties and responsibilities. Specified in the charter of the audit committee by using knowledge, ability, and sufficiently caution for the benefit of all stakeholders.
February 22nd,
2023
On behalf of the Audit
Committee
Mr. Tawatchai Jaranakaran
Chairman of the Audit
Committee