Mr. Phairuch Mekarporn

Chairman of the Audit Committee

Audit Committee of TTW Public Company Limited was appointed by Board of Directors. This committee comprises 3 independent directors who were the experts and have experiences in various areas, such as, Mr. Phairuch Mekarporn as the Chairman Mr. Somnuk Chaidejsuriya and Mr. Patarut Dardarananda as the members. The Manager of Internal Audit Division has been assigned to take function as the secretary of this committee.

Audit Committee has performed duties independently within the scope of duties and responsibilities to accomplish the missions as assigned by Board of Directors, which is consistent with to the regulations set by Stock Exchange of Thailand, which also include the provision of suggestions on any related issues. The Audit Committee held 4 meetings in 2018 attended by the executive management, internal auditors, and TTW auditor; the contents of which are summarized below.

1. Verification of Financial Reports

This is to ensure that the accounting system and financial reports were correct and creditable, the disclosure of information in financial statements was sufficient, the engagement in related party transactions with subsidiary companies and affiliated companies was reported; and that the company had operated its business in accordance with regular business conditions and the criteria set by the Stock Exchange of Thailand for the benefits of investors. The Audit Committee shared a same comment with the auditor that quarterly financial statements and annual financial states of the year 2018 were accurate on the part of significant contents in accordance with generally acceptable accounting principles (GAAP).

2. Verification of Internal Audit

The Committee carried this out against the scope of duties, responsibilities and independency of Internal Audit Division and came to conclusion that TTW had adopted sufficient, appropriate and efficient internal control systems in line with international standards.

The Audit Committee reviewed and endorsed the scope of internal audit plan for 2018 and reviewed the report of internal audit results by asking the Internal Audit Division to submit the reports directly to Audit Committee on a quarterly basis, and found that the internal control systems of the operational process and that of significant functions were appropriate for the current operation. The Committee also provided additional suggestions that might be useful for the operation; monitored and regulated the management and administrative divisions to adapt and improve as recommended by internal auditors. With regard to the compliance with Securities and Exchange Act, the regulations of Stock Exchange of Thailand, and/or any applicable laws, the Committee did not find any significant deficiencies

3. Considering Related transactions
  1. The Audit Committee has considered related transactions in acquiring the Company's assets in the payment of flood protection dams in Bang Pa-in Industrial Estate For Bang Pa-In Land Company Limited, approved by the Board of Directors No. 2/2018 This is to prevent the damage of property that will occur to the company The rate charged is average and fair and appropriate.
  2. The Audit Committee has considered related transactions in acquiring the Company's assets in purchasing electricity from Bangkhenchai Company Limited, approved by the Board of Directors No. 2/2018 which is paid by the actual production amount in the electricity tariff, according to the announcement of the Provincial Electricity Authority (PEA.) With a discount of 10 percent for a period of 25 years, which is beneficial to the company to save electricity costs from discounts received
4. Considering the Selection Lay off and Appointment of Auditor, Proposing Audit Fee

The Audit Committee considered the selection Lay off and appointment of auditor and proposed audit fee for presenting to the Board of Directors based on creditability, competency in providing service and recommendation in accordance with accounting standards, and ability in endorsing financial statements in time.

In 2018, the Audit Committee considered to appoint Miss Manee Rattanabunnakij, authorized auditor No. 5313 and/or Miss Sumalee Rivarabandit, authorized auditor No. 3970 and/or Mrs. Poonnart Paocharoen, authorized auditor No. 5238 of EY Office Co., Ltd., as the auditor of the company for the year 2018. This auditor had creditable qualifications and could perform duties in accordance with the standards of accounting and auditing profession. The audit fee was proposed as not exceeding 1,400,000 Baht. Board of Directors has considered and approved this for presenting further in shareholders meeting for approval.