Company Information

Other Committee

Audit Committee

1. Mr. Marut Simasathien Chairperson of Audit Committee
2. Mr. Suthep Dansiriwiro Committee
3. Miss Pornpat Meksuwan Committee

Charter of the Audit Committee

1. Objectives
The Audit Committee is an independent board established by a resolution of the Board of Directors to promote the good corporate governance and operational efficiency. The Audit Committee will support and operate on behalf of the Board of Directors to assure the confidence and reliability of the financial reports submitted to shareholders and other related persons, review and evaluate the internal control system, risk management system and internal audit system, monitor to ensure compliance with the good corporate governance policy, business ethics and related laws, as well as coordination with the company’s auditors
2. Composition and Qualifications of the Audit Committe
2.1. Composition
2.1.1. The Audit Committee consists of 3. 2 of them are independent directors.
2.1.2. The Audit Committee consists of at least one Audit Committee member who has adequate accounting and financial knowledge and experience to review the reliability of the financial statements.
2.2. Qualification
Audit Committee must meet the criteria and not contrary to the rules of Clause 18, Clause 19 and Clause 20 of the Notification of the OIC regarding Rules, Procedures and Conditions for Receipt of Payment, Inspection and Internal Control of insurance companies 2014. The Audit Committee must be impartial, no conflict of interest either directly or indirectly in such a manner that may affect the use of discretion in accordance with responsibilities and independence.
3. Term of office
3.1. The term of office of the Audit Committee is 4 years from the date of appointment.
3.2. The members of the Audit Committee may be reappointed by resolution of the Board of Directors or shareholders’ meeting. In addition to vacating office upon the expiration of the term of office, Audit Committee will be vacated by:
1.) Resignation
2.) The Board of Directors resolve to vacate office.
3.) Not being qualified as a member of the Audit Committee in accordance with the Notification of the OIC regarding Rules, Procedures and Conditions for Receipt of Payment, Inspection and Internal Control of insurance companies, 2014
4. Scope of Authority and Responsibilities of the Audit Committee
4.1 Review that the company has correct, complete and reliable financial report in accordance with generally accepted accounting standards
4.2 Review and evaluate that the company has internal control, internal audit and risk management systems which are appropriate, effective and concise according to the framework accepted by international standards, including the authorities and responsibilities of the Internal Audit Unit
4.3 Review that the company complies with the insurance law, regulations of the OIC and other laws relating to the business of the company
4.4 Appointment of an independent person to perform as the company’s auditor and propose the compensation of such person. Also, attend meetings with the auditors with no executives attend the meeting at least once a year
4.5 Provide management feedback for effective and efficient supervision of the operation and report to the Board of Directors for corrective action within the timeframe specified by the Audit Committee deems appropriate. In the case where the Audit Committee finds or suspicions that there are any transactions or actions as follows:
A) Conflict of Interest
B) Corruptions, abnormalities or significant defects in the internal control system.
C) Violation of the insurance law or other laws relating to the business of the company.
4.6 Provide opinion on the results of the overall internal control evaluation of the company to the Board of Directors.
4.7 Ensure that business ethics and code of conduct, management and employees, and policies in place to prevent conflicts of interest which is in writing for all management and staff to acknowledge.
5. Meetings
5.1 The Audit Committee shall hold or convene the meeting as it deems appropriate at least 4 times a year and have the power to call additional meetings as needed. The quorum consists of not less than half of the
members of the Audit Committee.
5.2 The Audit Committee may invite the top executives of the Risk Management Group, the internal auditor, the auditor or the related person attends the meeting and requests information as necessary and appropriate for the agenda.
6. Other Responsibilities
6.1 The Audit Committee must prepare a written report to present responsibility and the performance of the Audit Committee to propose to the Board of Directors and to propose as part of the annual report of the company. The report should state the purpose, responsibilities, and mission or activities of the Audit Committee that have been implemented in the past year and recommendations.
6.2 Perform other tasks as assigned by the Board of Directors.
6.3 Regularly review and evaluate the Charter of the Audit Committee and propose to the Board of Directors for approval.
6.4 Provide self-assessment at least once a year and present the results to the Board of Directors.

Risk Management Committee

1. Mr. Piyapadh Vana-ukrit Chairperson
2. Mr. Thomas Prentice Thomson Committee
3. Mr. Thanachat Kaewchaipetch Committee
4. Miss Weerapat Udomkham Committee
5. Miss Opas Sirisan Committee
6. Mrs. Nanthana Srisomwong Committee
7. Mr. Kawin Tasthipong Secretary

Charter of the Risk Management Committee
1. Objectives

To comply with the good corporate governance policy of the company regarding administering and managing the risks that may occur to the company operation efficiently, the Board of Directors has appointed Risk Management Committee to manage the risks to be consistent with the company’s vision, mission and objectives to perform such duties on behalf of the Board of Directors.

2. Duties and Responsibilitie

2.1 Review and present the policy and risk management framework to the Board of Directors for approval
2.2 Review and approve the risk appetite and submit it to the Board of Directors for acknowledgment including risk reports. The company regularly monitors and maintains risk management policies.
2.3 Supervise, development and implement the policy and risk management framework continuously so that the company has an enterprise-wide risk management system and there is practice on regular basis.
2.4 Review the risk management report to monitor the risk and to ensure that the organization has adequate and appropriate risk management
2.5 Coordinate with the Audit Committee on major risks. The Internal Audit Department is responsible for ensuring that the company has an appropriate internal control system for risk management and that the risk management system is properly deployed and implemented throughout the organization.
2.6 Other operations related to risk management assigned by the Board of Directors

Investment Committee

1. Mrs. Chompan Kullanites Chairperson
2. Mr. Thomas Prentice Thomson Committee
3. Miss Opas Sirisan Committee

1. Objective

The purpose of this policy is to help the company effectively manages assets and liabilities, supervises, monitors and evaluates investment in the company’s assets. Investments in those assets will be held by the Investment Committee for the benefit of the company’s mission and objectives. This policy is consistent with the following.
• Determine the level of adequacy of capital funds acceptable and not lower than the benchmark as a guideline for maintaining adequate capital levels to sufficiently accommodate risk.
• Determine and assign the responsibilities of each department concerned.
• Create clear understanding of all parties involved in the governance and capitalization of the company and its objectives, assign and allocate assets and liabilities, the risk acceptable and the compliance of the OIC.
• Capital adequacy must consider liquidity and capital concentration of the company.
• Framework and criteria for monitoring, evaluating and comparing performance is scheduled by the investment manager regularly including report to the Board of Directors and / or Investment Committee.

2. Risk Management Practices and Procedures caused by investment, responsibilities of the Board of Directors or the Investment Committee.

2.1 Executive Board has highest responsibilities for the investment strategy and risk management of the organization and investment assets.
2.2 Executive Board may delegate authority regarding the investment of the organization under the Investment Committee. The member must comply with the regulations of
the OIC.
2.3 Executive Board or Investment Committee may outsource an outside expert as an investment consultant or investment manager to manage the corporate portfolios if necessary.
2.4 Executive Board or authorized person or Investment Committee is responsible for managing corporate portfolio assets. The conditions are as follows.
• Must communicate the financial needs of the organization to the investment manager at the right time.
• Consider and approve investment objectives including policies and allocation of the property to be invested every year.
• Be cautious in choosing the right method or investment expert including investment managers, Asset Management Auditors and Asset Supervisors
• Regularly assessed the performance of asset managers in asset management to ensure to follow the operating guidelines and investigate the progress to meet the objectives of the investment.
• Review and monitor the performance of the investment to follow the policies of the organization.