Charter of the Audit Committee
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
2.1.1. 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.
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:
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.
5.1 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.