Purpose and Objectives

The Audit and Risk Committee is appointed by the Board of Directors (the “Board”) to assist the Board in monitoring the integrity of the Laguna Resorts & Hotels Public Company Limited’s (the “Company”) consolidated financial statements, the Company’s compliance with legal and regulatory requirements, the Company’s system of internal controls and the qualifications, independence and performance of the Company’s internal and external auditors.

It is the responsibility of the Company’s management to prepare consolidated financial statements that are complete and accurate and prepared in accordance with generally accepted accounting principles, and it is the responsibility of the Company’s external auditor to audit those financial statements and the Company’s system of internal controls and qualifications. The Audit and Risk Committee’s responsibility in this regard is one of oversight and review. The Audit and Risk Committee does not provide any expert advice or other special assurance as to such financial statements concerning compliance with laws, regulations or generally accepted accounting principles. It also provides oversight and review of strategic and operational risk management including their control procedures, which include risk assessments, independent oversight activities performed by such departments as legal and internal audit, and the Company’s system of internal controls.

Elements and Qualifications

The Audit and Risk Committee shall consist of at least three members, comprising a chairman and at least two Audit and Risk Committee members, all of whom shall be independent directors and not executive directors. In addition, the Audit and Risk Committee shall appoint a qualified person to be the secretary to the Audit and Risk Committee.

The Audit and Risk Committee shall have direct access to, and complete and open communication with the Company’s Group Risk Committee, senior management, internal and external auditors and may obtain advice and assistance from internal legal, accounting or other advisors to assist it.

Term of Office

The term of office of a member of the Audit and Risk Committee shall be two years. A member of the Audit and Risk Committee who vacates his/her office by rotation may be re-appointed.

In the case of any vacancy occurring in the Audit and Risk Committee otherwise than by rotation, the Board of Directors of the Company shall appoint a fully-qualified person to be a director in order that the Audit and Risk Committee reaches the full number stipulated by the Board of Directors of the Company. The person replacing an Audit and Risk Committee member shall remain in office for the period of time which the Audit and Risk Committee member, whom he or she replaces, is entitled.

Duties and Responsibilities of the Audit and Risk Committee

The Audit and Risk Committee’s authority, duties and responsibilities are discharged through evaluating reports given to the Audit and Risk Committee, presentations made to the Audit and Risk Committee and other significant financial reporting decisions reported to the Audit and Risk Committee by the Company’s Group Risk Committee, management, and internal and external auditors.  The Audit and Risk Committee will:-

  • seek to ensure that the financial reports of the Company are accurate and sufficient;
  • seek to ensure that the Company has appropriate and effective internal control and internal audit systems as well as to determine the independence of the internal audit unit, and to approve the appointment, transfer and termination of employment of the chief of the internal audit unit;
  • consider, select, nominate an independent person to be the external auditor of the Company and propose fees for such person, as well as to attend a non-management meeting with the external auditor at least once a year;
  • be responsible for the resolution of disagreements between management and the external auditor regarding financial reporting;
  • seek to ensure that the Company has complied with the law on securities and exchange, the Stock Exchange of Thailand’s regulations, and the laws related to the business of the Company;
  • seek to ensure that the connected transactions or transactions that may lead to conflicts of interests are in compliance with the laws and the Stock Exchange of Thailand’s regulations, and are reasonable and for the highest benefit of the Company;
  • review or discuss, as and when appropriate, policies regarding risk assessment and risk management and the steps management has taken to monitor and control such exposures;
  • seek to oversee and ensure a continuous process for managing risk and to report on all areas of concern to the Board;
  • review and assess the adequacy of the Charter of Audit and Risk Committee annually and recommend modification to the Board as needed;
  • prepare a report of the Audit and Risk Committee to be disclosed in the annual report of the Company, which must be signed by the Chairman of the Audit and Risk Committee, comprising at least the following information:
    1. an opinion on the accuracy, completeness and creditability of the Company’s financial report,
    2. and opinion on the adequacy of the Company’s internal control system,
    3. an opinion on the compliance with the law on securities and exchange, the Stock Exchange of Thailand’s regulations, or the laws related to the business of the Company,
    4. an opinion on the suitability of an auditor,
    5. an opinion on the transactions that may lead to conflicts of interests,
    6. the number of the Audit and Risk Committee meetings, and the attendance of such meetings by each committee member,
    7. an opinion or overview comment received by the Audit and Risk committee from its performance of duties in accordance with the charter, and
    8. other transactions which, according to the Audit and Risk committee’s opinion, should be known to the shareholders and general investors, subject to the scope of duties and responsibilities assigned by the Board;
  • In performing the duty of the Audit and Risk Committee, if there is a transaction or any of the following acts which may materially affect the Company’s financial condition and operating results:
    1. a transaction which causes a conflict of interest;
    2. any fraud, irregularity, or material defect in an internal control system; or
    3. an infringement of the law on securities and exchange, the Stock Exchange of Thailand’s regulations, or any law related to the business of the Company.
  • The Audit and Risk Committee shall report such transaction or act to the Board for rectification within the period of time that the Audit and Risk Committee thinks fit.  If the Board or management fails to make a rectification within such period of time, any Audit and Risk Committee member may report on such transaction or act to the Office of the Securities and Exchange Commission or the Stock Exchange of Thailand;
  • investigate and report the preliminary result to the Office of the Securities and Exchange Commission and the external auditor within thirty days upon receipt of the fact from the external auditor in relation to any suspicious circumstance that the director, manager or any person responsible for the operation of the Company commits an offence under the law on securities and exchange; and
  • perform any other acts authorised by the Board of Directors of the Company with the approval of the Audit and Risk Committee.

In order that the duties of the Audit and Risk Committee be fulfilled, it shall have the following power:

 

  • Management Power
    • The Audit and Risk Committee shall have the power to request the Company’s Group Risk Committee, other senior management, the internal auditor, and other staff of the Company to provide clarification, opinions, reports, reviews and attend  meetings or submit documents as deemed relevant and necessary.
  • Power with respect to the Internal Auditor
    • To ensure that there exists a common objective and understanding amongst the internal auditor, external auditor, Board of Directors, and the Company’s Group Risk Committee in regard to internal control;
    • To approve the appointment, removal, transfer, termination of employment and to consider the merits of the chief of the internal audit unit;
    • To secure the independence of the internal auditor.
  • Power with respect to the External Auditor
    • To review and evaluate the work performance of the external auditor;
    • To submit the names of the external auditor and annual auditing fee to the Board of Directors of the Company for the purpose of obtaining approval for the appointment of the external auditors at the Annual General Meeting of Shareholders;
    • To approve fees charged for audit services and other advisory services provided by the external auditor.
  • Other Powers
    • The Audit and Risk Committee shall have the power to investigate related persons and matters within the scope of the authority and duty of the Audit and Risk Committee and, with the approval of the Board of Directors, shall have the power to employ or ask a specialist to provide advice and opinions as deemed appropriate by the Audit and Risk Committee.