Purpose and Objectives
The Audit, Risk and Corporate Governance Committee (the “ARCG Committee”) of Laguna Resorts & Hotels Public Company Limited (the “Company”) is a committee established by the Company’s Board of Directors (the “Board”), with duties and responsibilities as assigned by the Board. The ARCG Committee must independently perform its duties in accordance with good corporate governance principles based on international standards aimed at enhancing management efficiency and effectiveness to achieve its objectives.
1. The ARCG Committee shall consist of at least three members, comprising a Chairman and at least two Committee members, all of whom shall be independent directors and not executive directors. At least one member must be knowledgeable and possess sufficient work experience in accounting or financial field to review the reliability of financial statements.
2. The Board shall appoint independent directors of the Company as ARCG Committee members.
3. The ARCG Committee shall elect one member to take position as ARCG Committee Chairman.
4. The ARCG Committee shall appoint a qualified person to be the Secretary to the ARCG Committee.
The ARCG Committee shall have the qualifications stipulated under the Public Laws, the Securities and Exchange Laws, the Stock Exchange of Thailand Requirements, and the Company’s Independent Directors Qualifications
Term of Office
The term of office of a member of the ARCG Committee shall be two years. A member of the ARCG Committee who vacates his/her office by rotation may be re-appointed.
In the case of any vacancy occurring in ARCG Committee otherwise than by rotation, the Board shall appoint a fully qualified person to replace the vacating committee member in order that ARCG Committee reaches the full number stipulated by the Board. The person replacing an ARCG Committee member shall remain in office for the period which the ARCG Committee member, whom he or she replaces, is entitled.
Duties and Responsibilities
The ARCG Committee is assigned by the Board of Directors to perform the following duties and responsibilities:
- To review the accuracy and adequacy of financial reporting of the Company;
- To review the adequacy and effectiveness of internal control and internal audit systems of the Company 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;
- To consider, select, nominate and terminate 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;
- To review the Company’s compliance with the law on securities and exchange, regulations of the Stock Exchange of Thailand and the laws relating to the business of the Company;
- To review the connected transactions or the transactions that may lead to conflicts of interests to ensure that they are in compliance with the laws, regulations of the Stock Exchange of Thailand, and are reasonable and for the highest benefit of the Company;
- To report the activities of the Audit, Risk and Corporate Governance Committee to the Board;
- To prepare and to disclose a report of the ARCG Committee in the Company’s Annual Report. The report must be signed by the ARCG Committee Chairman, comprising at least the following information:
- an opinion on the accuracy, completeness and creditability of the Company’s financial report,
- an opinion on the adequacy of the Company’s internal control system,
- an opinion on the compliance with the law on securities and exchange, regulations of the Stock Exchange of Thailand or the laws relating to the business of the Company,
- an opinion on the suitability of an auditor,
- an opinion on the transactions that may lead to conflicts of interests,
- the number of the ARCG Committee meetings, and the attendance of such meetings by each ARCG Committee member,
- an opinion or overview comment received by the ARCG Committee from its performance of duties in accordance with the charter, and
- other transactions which, according to the ARCG Committee’s opinion, should be known to the shareholders and general investors, subject to the scope of duties and responsibilities assigned by the Board;
- To review and encourage the Company to enforce and comply with an appropriate and efficient risk management policy, as well as to oversee and monitor the Group Risk Committee;
- In performing the duty of the ARCG Committee, if there is a transaction or any of the following acts which may materially affect the Company’s financial condition and operating results:
- a transaction which causes a conflict of interest;
- any fraud, irregularity, or material defect in an internal control system; or
- an infringement of the law on securities and exchange, regulations of the Stock Exchange of Thailand or the laws relating to the business of the Company.
the ARCG Committee shall report such transaction or act to the Board for rectification within the period of time that the ARCG Committee thinks fit. If the Board or management fails to make a rectification within such period of time, ARCG Committee member may report on such transaction or act to the Office of the Securities and Exchange Commission or the Stock Exchange of Thailand;
- To 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;
- To implement and oversee the annual self-performance evaluations including reviewing the evaluation results and reporting the results to the Board on an annual basis;
- To supervise the performance of management to strictly comply with the Company’s good corporate governance policy;
- To review the Corporate Governance Policy and Code of Corporate Conduct of the Company at least once a year;
- To oversee the anti-corruption policy to ensure it is sufficient and appropriate for the Company’s business;
- To supervise and offer advices related to the operation concerning the Company’s sustainable development;
- To review and assess the adequacy of the Charter of the ARCG annually and recommend modification to the Board as needed; and
- To perform any other acts as assigned by the Board and accepted by the ARCG Committee;
Authority of the Audit, Risk and Corporate Governance Committee
In order that the duties of the ARCG Committee be fulfilled, it shall have the following power:
1. The ARCG 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
1. To ensure that there exists a common objective and understanding amongst the internal auditor, external auditor, Board of Directors, and the Group Risk Committee in regard to internal control;
2. To approve the appointment, removal, transfer, termination of employment of the chief of the internal audit unit;
3. To secure the independence of the internal auditor.
Power with respect to the External Auditor
1. To review and evaluate the work performance of the external auditor;
2. 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;
3. To determine fees charged for audit services and other advisory services provided by the external auditor.
The ARCG Committee shall have the power to investigate related persons and matters within the scope of the authority and duty of the ARCG 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 ARCG Committee.