Introduction

The Board of Directors of the KASIKORNBANK PUBLIC COMPANY LIMITED (“the Bank”), at Meeting No 9/1998, on June 25, 1998, resolved to establish an Audit Committee under the prime duties to oversee KBank operations in order to assure that transparency and fairness can be achieved for the confidence of shareholders, investors, and all stakeholders.

Purpose

The Audit Committee has been established with the principal function of assisting the Board of Directors in carrying out its oversight responsibilities as defined in the Board of Directors Charter. The Audit Committee also oversees the appropriateness and efficiency of risk management process of the KASIKORNBANK FINANCIAL CONGLOMERATE according to Bank of Thailand’s consolidated supervision policy.

Audit Committee Structure

The Audit Committee shall be established by the Board and all its members must be independent directors of the Board.

The Audit Committee shall comprise no fewer than three independent directors (Audit Committee members) – one of whom will

serve as Chairman.

The Audit Committee members shall be fully qualified in accordance with the qualifications prescribed by the Securities and Exchange Commission, or the Capital Market Supervisory Board, or the Bank of Thailand, and at least one member shall have sufficient knowledge and experience in reviewing reliability of financial statement.

The term in office of each Audit Committee member shall be three years. The Audit Committee members may be re-appointed for another term by the Board of Director, but the Board shall not consider re-appointing such members automatically, If the Audit Committee member vacates office before expiration of his/her term, he/she must notify the Bank no less than three months in advance.

Meetings will be held at least six times a year.  Additional meetings to be convened, as the Chairman deems appropriate. 

The  quorum of the Meeting shall be no less than half of, the Audit Committee members present in the Meeting.

The Secretary of the Audit Committee shall be a designated First Vice President position or higher under the Compliance and Audit Division.

The Audit Committee may seek independent professional advice at the Bank’s expense in appropriate circumstances.

The Audit Committee shall also have access to any information it may require or request the attendance of any Bank officers or outsiders, who the Audit Committee considers to be necessary or responsible or in any way related to the subject matter or agenda of the Meeting, as it deems appropriate.

Authorities, Duties and Responsibilities

The principal responsibilities are:
1.   Review financial statements on a quarterly, semi-annual and annual basis under consultation with the Bank’s Finance and Control Division and external auditor in order to ensure that the financial statements of the Bank are accurate and reliable, and in compliance with accounting standards, laws and standards pertaining to the Bank’s operations.
2.   Review the efficiency and appropriateness of  risk management processes with risk management unit, in consultation with both internal and external auditors.
3.   Oversee the efficiency and independence of risk asset review function.
4.   Review the Bank’s operations to see that they are in compliance with Securities and Exchange Acts, SET regulations and standards or banking laws and regulations pertaining to commercial banking business.

5.   Review the effectiveness and appropriateness of the internal control and review the effectiveness of internal audit function to ensure compliance with the Professional Practice of Internal Auditing which includes: approve and review annual audit plan; review the appropriateness and sufficiency of required auditing resources; consider the independence of the internal audit function, and concur in the appointment, transfer and dismissal of the Internal Audit Head.

6.   Review the performance of the external auditors; consider, select and recommend to the Board the appointment and annual audit fees of the independent auditors. Hold at least one meeting a year with the external auditors without the presence of management.
7.   Evaluate the connected transactions, or transactions with possible conflict of interest in relation to compliance with the laws and regulatory requirements in order to ensure transparency of those transactions.
8.   Consider the  disclosure of information on  connected  transactions,  conflicts of interest or certain Bank operations to ensure transparency and appropriateness.

9.   Ensure that preliminary investigation is carried out after receiving the external auditor's report on suspicious fraudulent behaviour or violation of law by the Bank's board member and management. The Audit Committee shall report the results of such investigation to the Securities and Exchange Commission and the external auditor within 30 dats from the date they are notified by the external auditor.
10. Oversee and review complaint or information submitted directly by stakeholders for attention of the Board.
11. Perform other duties, as regulated or assigned by the Board as agreed by the Audit Committee.
12. Submit minutes of each Audit Committee Meeting to the Board of Directors, and prepare the annual Audit Committee Report, signed by the Audit Committee Chairman, summarizing the year’s activities giving information or data specified by the Stock Exchange of Thailand for disclosure in the annual report of the Bank.
13. Discuss and review with management or outside experts any matters or activities having a bearing on the Board’s oversight responsibilities according to Audit Committee Charter and consolidated supervision policy.
14. At least once a year, the Audit Committee shall  review its Charter and performance over the past year, taking into account any assessment or comments provided by the Chairman of the Board.