Company’s Audit Department will prepare a summary report on the oversight of the subsidiaries and submit it to the Audit Committee of the Company playing the role of a parent company, for information. • In case of significant issues including, among others, the activities which are not in line with the law, frauds, corruption, matters which have serious impacts on the Company’s financial statements, position or image, a detailed report has to be submitted soonest. 5. Compliance to regulations • To review corporate governance activities of the Compliance Unit in relation to the monitoring of the Company’s business operations, ensuring that the Company conducts its business affairs in line with the laws, regulations of the state agencies concerned, Handbook of the Code of Ethics, key policies as well as the related rules and regulations. • To evaluate changing laws and related regulations which impact the Company’s business operations. To ensure that the Company is able to comply with the regulations in a timely and appropriate manner. • To review the findings and recommendations of the Compliance Unit and monitor the progress achieved in relation to the implementation of the recommendations. 6. External auditors • To take into consideration the qualifications, independence, performance and fees of the external auditor. To also make recommendations to the Board of Directors in relation to selection and nomination of the external auditor and the audit fees. • To have a meeting with external auditors without the management participation at least once a year. 7. Related party transactions or transactions that may lead to a conflict of interest • To evaluate related party transactions or transactions that may lead to a conflict of interest in accordance with laws and regulations, ensuring that all business operation is in congruent and for the maximum benefit of the Company. • To consider the disclosure of information in relation to transactions within the Group and among related parties, related transactions or transactions which may give rise to a conflict of interest. To also ensure that the disclosed information is accurate and complete in line with the requirements of the state agencies concerned. 8. Other responsibilities • The Audit Committee is responsible for reporting to the Company’s Board of Directors in order to make improvement as deemed appropriate. The Audit Committee is also responsible to report the f indings or suspicions of any transactions that can significantly impact the financial position and business operation of the Company, which include the following: 1) Transactions that may lead to a conflict of interest. 2) Fraud, corruption or abnormality in the internal control system. 3) Violation of the concerned state agencies’ regulations or the related laws. 4) If the Company’s Board of Directors or the executives failed to implement corrective measures on a timely manner, the Audit Committee shall report in the 56-1 One Report. 164
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