Audit Committee’s Report

The Audit Committee of Kulthorn Kirby Public Company Limited (the Company) consists of three independent directors who are qualified as independent directors. The qualifications of the independent directors are 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 following the scope of responsibility assigned from the Board of Directors and per the Charter of the audit committee.  In 2023, Mrs. Benjawan Ratanaprayul retired from the Committee before the expiration of term on the 17th of October, 2023 and on the 8th  of November, 2023 the Committee appointed Mr. Somlak Jiamtiranat as a Committee in place of Mrs. Benjawan Ratanaprayul. 

In 2023, there were seven meetings and a summary of operation reports is provided to the Board of Directors every quarter.  The meeting attendance details of each audit committee are as follows:

      Mr.Tawatchai  Jaranakaran                                 the chairman                                                       7                                       7

      Vice Admiral Naruedom  Sa-ardyen RTN.          member                                                            7                                       7

      Mrs. Benjawan Ratanaprayul                            member                                                            5                                       5  

      Mr.  Somlak Jiamtiranat                                   member                                                    1                          1

In each meeting, the Audit Committee discussed with the management, the auditor, and the internal auditors.  In addition, there was one meeting with the auditor without the management team attending the meeting for independent consultation.  During the meetings the following was discussed about the operations that are importance of 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 as follows:

1.Reviewing the accuracy of financial reports and the sufficiency of information disclosure

The audit committee has reviewed the company’s financial reports and its subsidiaries, both quarterly and for the year 2023, according to accounting standards set by the Federation of Accounting Professions.  The review includes adequate disclosure of important information in the notes of financial statements per Thai Financial Reporting Standards (TFRS) which have been reviewed and audited by the auditor.

The audit committee reviewed that the company's financial reports were done according to the Federation of Accounting Professions Standards and were correct and complete due to Thai Financial Reporting Standards.  The audit committee found the report reliable, the accounting policies used are suitable, and proper important information is disclosed. However, the auditor's report noticed significant uncertainties relating to the Kulthorn Group’s ongoing performance but did not provide conditional comments on this case.

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 its subsidiaries.  No significant issues were found.  In addition, the management has continuously improved and been open to suggestions and recommendations from the audit committee, auditors, and internal auditors.  This demonstrates the emphasis on internal controls of the company and therefore proves that the company has sufficient internal controls.

3. Reviewing risk management

The board of directors and the management give importance to risk management by considering the appropriateness of the business environment and changes in various areas to set operational measures and manage risks to prevent or mitigate the potential impact on business operations.

In the year 2023, 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 international, resource management, production costs, and liquidity management. The management acknowledged and defined risk management guidelines 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 transactions 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 following general trade conditions, fair, and reasonable, and did 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 complies with the Securities and Exchange Commission (SEC), the regulations of the Stock Exchange of Thailand (SET), and laws that 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 2023 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 its duties following 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 2024

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 2024 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 fee is 3,380,000 baht.

In summary, the performance of the Audit committee in 2023 is just and independent and was able to perform duties and responsibilities specified in the charter of the audit committee by using knowledge, ability, and sufficient caution for the benefit of all stakeholders.   

29 April 2024

On behalf of the Audit Committee

  Mr. Tawatchai  Jaranakaran

  Chairman of the Audit Committee