At
the end of the term of the previous Audit Committee, the Board
meeting of 14 August 2003 elected the following to serve on the
Audit Committee for a period of two years: Mr. Viroj Lowhaphandu,
Mr. Pichai Vasnasong, and Dr. Siri Ganjarerndee.
Subsequently,
Mr. Viroj Lowhaphandu was elected Chairman of the Audit Committee
while Mrs. Chantana Suebsin, Chief Audit Executive, continues
to serve as the Committee’s Secretary.
The Audit
Committee performed its duties through the Internal Audit Division,
as assigned by the Company’s Board of Directors. In the year
2003, the Committee had four official meetings and accomplished
the following:
1. Recommended
to the Board of Directors to revise the Audit Committee Charter
and prepare a self-assessment. The Board approved the revised
Audit Committee Charter and acknowledged the self-assessment
on 13 November 2003. The Audit Committee also stepped up its
efforts to enhance the practice of Good Corporate Governance.
2. Reviewed
the quarterly and annual financial statements of 2003 with the
public auditor, the director concerned and the Chief Audit Executive
of the Company, to ensure that all accounting statements are
correct and made available, that there is sufficient disclosure
in compliance with accounting standards as set up by the Government
of Thailand, and that they are useful to the investors.
3. Reviewed
the Bangkok Post’s editorial operations for the first time and
proposed a more efficient performance and the employment of
more cost-effective measures to keep expenditure under the annual
budget.
4. Proposed
the implementation of a standard risk management system and
the nomination of a risk management team to supervise and minimise
all kinds of risks. Six meetings were held to identify all types
of risks such as operational risks, financial risks, IT and
IT-related risks, and to recommend appropriate measures to minimise
these risks.
5. Reviewed
and found out that the Company’s internal control procedures
were already appropriate for its business, although suggestions
for improvement in some areas were put forward. The public auditor
has found no irregularity and shares this opinion.
The Audit
Committee agrees that the Internal Audit Division performed
its duties accordingly in the year 2003.
With regard
to IT audit, the Committee may have to opt for outsourcing since
there is only one qualified IT auditor.
For the
Company’s accounting period ended 31 December 2004, the Audit
Committee recommends that the Board proposes to the Shareholders
on its Ordinary Shareholders’ meeting, that Mr. Narong Puntawong,
Certified Public Accountant (Thailand) No. 3315, Mr. Ruth Chaowanagawi,
Certified Public Accountant (Thailand) No. 3247 and
Mr. Sophon Permsirivallop, Certified Public Accountant (Thailand)
No. 3182 of Ernst & Young Office Limited, be appointed as
Company’s auditors, anyone being authorised to conduct the audit
and express an opinion on the annual financial statements of
the Company.
The proposed
auditing fee, including three quarterly reviews for the year
2004 but excluding out-of-pocket expenses, is Baht 876,000,
a 2.9% increase over the previous year. The Committee deems
this is quite reasonable compared to the estimated normal inflation
factors for 2003/2004.
The Audit
Committee recommends the Board’s presentation of the Consolidated
and Company Financial Statements for the year ended 31 December
2003 for the Shareholders’ approval.
On behalf
of the Audit Committee
Mr. Viroj Lowhaphandu
Chairman of the Audit Committee
16
February 2004
Bangkok