Company Information

Other Committee

Audit Committee

Ms. Songvilai Jiraphothong
Ms. Saijai Wanpattanasirikul
Ms. Suruthai Songsiridej

Charter of the Audit Committee

1.  Objectives
The Audit Committee is an independent committee established by the resolution of the Board of Directors to promote the regulatory system, take care of good business and strengthen operational efficiency. The Audit Committee will support and act on behalf of the Board of Directors to build confidence and credibility of the financial reports that are presented to shareholders and other related parties, review and evaluate the internal control system, risk management system and internal audit system and compliance with the OIC and other relevant laws.

2.  Composition and Qualifications of the Audit Committee

2.1   Composition

2.1.1    The Audit Committee consists of at least 3 persons.
2.1.2    To be appointed by the Board of Directors or the shareholders’ meeting to be the Audit Committee.
2.1.3    There are independent directors not less than two-thirds of the total number of audit committee members.
2.1.4    Chairperson of the Audit Committee must be an independent director on the board of directors.
2.1.5    The Audit Committee consists of at least one audit committee member who has knowledge and sufficient accounting or financial experience to perform the duties of reviewing the reliability of the financial statements.

2.2   Qualification
Audit Committee must meet all the qualifications according to the rules and does not contradict the criteria of Clause 18, Clause 19 and Clause 20 in accordance with the Notification of the OIC on rules, methods and conditions for receiving revenues, paying on expenditures, auditing and internal control of non-life insurance company 2014 established by the Audit Committee which must be neutral, no benefits or interests either direct or indirect in a manner that could affect the independent exercise of discretion of duties and responsibilities.

3.  Term of Office

3.1   The term of office of the Audit Committee members is 3 years from the date of appointment.
3.2   Audit committee members who vacate office due to expiration of their term may be reappointed by the resolution of the Board of Directors or the shareholders’ meeting.
3.3   In the event that there is a need to change or increase or decrease the number of examination committee members must comply with the resolutions of the board of directors or the shareholders’ meeting.
3.4   In addition to the vacation of office upon completion of the term of office as specified, the Audit Committee will retire when:

3.4.1     resignation
3.4.2     Death
3.4.3     The Board of Directors resolves to vacate office.
3.4.4     Lack of qualifications as an audit committee member in accordance with the Notification of the OIC on rules, methods and conditions for receiving revenues, paying on expenditures, auditing and internal control of non-life insurance company 2014.

4.  Scope of Authority and Responsibilities of the Audit Committee

4.1    Assist the company to review if it’s financial reporting is complete, accurate, reliable, and important information is fully disclosed and in accordance with generally accepted accounting standards.
4.2    Review and evaluate the Company’s internal control system, internal audit system and risk management system that is appropriate, effective and concise in accordance with the framework recognized as an international standard including determining the authorities and responsibilities of the internal audit function.
4.3    Review to ensure that the company complies with the law on non-life insurance of the OIC requirements and other laws applicable to the Company’s business.
4.4    Considerate and propose to appoint an independent person to act as the Company’s auditor and to propose such person’s remuneration including attending a meeting with the auditor with no executives attending the meeting at least once a year.
4.5    Provide suggestions to the management for the effective and efficient supervision of the operations and report to the Board of Directors for rectification within the time the Audit Committee deems appropriate. In the event that the Audit Committee finds or has doubts that there are transactions or actions As follows. –

(A)   Transactions that lead to conflicts of interest.
(B)   There is an unusual corruption or there is a significant defect in the internal control system
(C)   Violation of the General Insurance Law or other laws related to business of the company.If the Board of Directors or executives fail to make adjustments within the time prescribed by the Audit Committee, the Audit Committee must report to the Insurance Commission without delay.

4.6    Provide opinions on the Company’s overall internal control assessment report to the Board of Directors.
4.7    To consider and approve the audit and supervision plan of the internal audit unit.
4.8    Where necessary, the audit committee may seek advice from external advisers or professional experts on the conduct of the internal audit at the expense of the company.
4.9    Prepare the Audit Committee’s report and disclose in the Company’s annual report signed by the Chairman of the Audit Committee.
4.10    Regularly review and assess the Audit Committee Charter and propose for approval from the Board of Directors when there are amendments.
4.11    Arrange a self-assessment at least once a year and report the results to the Board of Directors.
4.12    To perform any other act as assigned by the Board of Directors with the approval of the Audit Committee.

5.  Meeting

5.1    The Audit Committee organizes meetings regularly at least every quarter to monitor the operation of the internal audit department and the operation of the company and to have the power to call for additional meetings as necessary and the quorum consists of not less than half of the audit committee members.
5.2    At a meeting, the audit committee may invite the top management of the risk management group, the management, the auditor or the relevant person to attend the meeting and request information as necessary and appropriate to the agenda.

Risk Management Committee

Mr. Piyapadh Vana-ukrit
Dr. Mai Khanh Bui Minh
Mr. Yotsawanrangsikorn Trinity Saksinghanatara
Mr. Thanachat Kaewjaipetch
Mr. Noppawit Charoenthurayont
Director and 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 have 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 Responsibilities

2.1    Review and present the policy and risk management framework to the Board of Directors for approval.
2.2    Review and approval 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 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 management.
2.5    Coordinate with the Audit Committee on major risk. 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

Mrs. Chompan Kulnides
Dr. Mai Khanh Bui Minh

1.  Objective

1.1    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.
1.2    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.
1.3    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.
1.4    Determine and assign the responsibilities of each department concerned.
1.5    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.
1.6    Capital adequacy must consider liquidity and capital concentration of the company.
1.7    Framework and criteria for monitoring, evaluating and comparing performance is scheduled by the investment manager regular 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 Director 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.
2.5    Must communicate the financial needs of the organization to the investment manager at the right time.
2.6    Consider and approve investment objectives including policies and allocation of the property to be invested every year.
2.7    Be cautions in choosing the right method or investment expert including investment managers, Asset Management Auditors and Asset Supervisors.
2.8    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.
2.9    Review and monitor the performance of the investment to follow the policies of the organization.