"For 2024, the Company has an accurate and reliable accounting and financial reporting system. There are adequate and appropriate internal controls. There is good corporate governance and compliance with the law. Rules and Regulations Related to the Company's Business Operations"
Mr. Pongpanu Svetarundra
Chairman of the Audit Committee
Dear Shareholders of TVD Holdings Public Company Limited,
The Audit Committee of TVD Holdings Public Company Limited consists of 3 independent directors who are fully qualified according to the requirements and perform their duties in accordance with the practices specified in the Audit Committee Charter, independently, fairly, and in accordance with the principles of good corporate governance for listed companies of the Stock Exchange of Thailand and the Securities and Exchange Commission.
During the year 2024, a total of 8 audit committee meetings were held. The number of attendance times for each member is shown below:
Number of Meeting Attendances
Mr. Pongpanu Svetarundra
Mr. Napong Sirikhantayakul
Miss Anunya Ngamwannakul
Chairman of the Audit Committee
Audit Committee Member
Audit Committee Member
8/8
8/8
8/8
All members of the Audit Committee are fully qualified and carry out their duties independently within the scope of the Audit Committee. Duties and responsibilities in accordance with the Charter approved by the Board of Directors which is in accordance with the requirements and good practices of the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission. The Audit Committee invited the executives, auditors, internal auditors, and related persons to attend the meeting and provide additional information on important issues so that the audit and review will be more effective and efficient, as well as report, the results of the deliberations and comments to the Board of Directors on a quarterly basis to ensure appropriate action. The summary of the Audit Committee's duties is as follows:
Review of financial statements and disclosure of information
The Audit Committee has reviewed the quarterly financial statements and the 2024 financial statements, which have been reviewed and audited by the auditor, reviewed the material information, and received clarifications from the auditor regarding the adjustment of transactions that have a material impact on the financial statements. Accounting estimates, the appropriateness of accounting methods, including accuracy, completeness, and adequacy in the disclosure of information in the financial statements. Audit scope, auditor's independence, and auditor's observations to ensure that the preparation of financial statements complies with the requirements of the law. Accounting and Financial Reporting standards which is reliable, timely and beneficial to the users of financial statements.
Review of internal audit and internal control system
The Audit Committee has reviewed its independence, duties and responsibilities. The scope of the Internal Auditor's performance and the results of the internal audit shall be considered in accordance with the approved audit plan which covers the Company's important work systems to assess the adequacy, appropriateness and effectiveness of the Company's internal control system, as well as to consider the results of the assessment of the Company's internal control system in accordance with the framework of the internal control guidelines of the Committee of Sponsoring Organizations of the Tradeway Commission (COSO), using the Assessment of the Adequacy of the Internal Control System of the Securities and Exchange Commission. The Audit Committee reports the results of the internal control system audit to the Board of Directors on a quarterly basis and provides useful recommendations for the internal control system to be corrected according to the internal audit report on an ongoing basis. However, The Company's internal control system is adequate and appropriate. No material issues or defects that may affect the Company are found.
Good Corporate Governance Review
The Audit Committee promotes and provides various recommendations to ensure that the Company has appropriate management and corporate governance in accordance with the principles of good governance. There is a review of the policy to promote ethics. Anti-Corruption Policy and Whistleblowing Policy various issues received are monitored through the channels of receiving complaints and reporting of wrongdoing. (Whistleblowing) which was sent directly to the Chairman of the Audit Committee. In addition, the Company has expressed its intention to participate in the anti-corruption campaign, and in 2022, the Company has been certified by the Collective Action Coalition Against Corruption (CAC).
Review of compliance with relevant regulatory authorities
The Audit Committee has reviewed the compliance with the Securities and Exchange, regulations of the Securities and Exchange Commission, the requirements of the Stock Exchange of Thailand and any other laws related to the Company's business operations, including the Company's obligations to third parties. The Audit Committee did not find any material issues regarding the conduct that was contrary to the law and the requirements.
Review of connected transactions or transactions that may have a conflict of interest
The Audit Committee has reviewed and commented on the transactions between the Company and related persons or juristic persons or transactions that may have a conflict of interest with the Company, including the disclosure of information on such transactions in accordance with the requirements of the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission. The Company operates in accordance with the normal business trade conditions, which are fair, and in the best interests of the Company, including material transactions that have been disclosed and presented in the financial statements and notes to the financial statements accurately and completely.
Consideration of the proposal for the appointment of an auditor and audit fees
The Audit Committee has considered and assessed the independence. In 2024, the auditor is of the opinion that the auditor is independent in his work. Knowledge and competence and overall performance are of satisfactory quality. For the year 2024, the Audit Committee resolved to propose to the Board of Directors for approval and to propose to the Annual General Meeting of Shareholders to consider and approve the audit fee and appoint MISS SORAYA TINTASUWAN, certified public accountant no. 8658 and/or MISS METHAVEE CHANASONGKRAM, certified public accountant no. 12784 and/or MISS NANNAPHAT WANNASOMBOON, certified public accountant no. 7793 and/or MISS SULALIT ARDSAWANG, certified public accountant no. 7517 of DHARMNITI AUDITING CO., LTD. ("DAA") is the Company's auditor for the year 2024.
Quality Maintaining Audit Committee
The Audit Committee complies with the Audit Committee Charter and considers and reviews the Audit Committee Charter in accordance with the current situation and the principles of good corporate governance. It is presented to the Board of Directors for consideration and approval on an annual basis. In addition, the Audit Committee evaluates its own performance of duties. It was found that the mission was fully carried out under the Charter of the Audit Committee and the knowledge and ability to provide useful opinions and suggestions continuously and independently contributed to strengthening the operation and good corporate governance system effectively.
Overall Comments and Observations
For 2024, the Company has an accurate and reliable accounting and financial reporting system. There are adequate and appropriate internal controls. There is good corporate governance and compliance with the law. Rules and regulations related to the Company's business operations. The Audit Committee has used its knowledge, ability, experience, and prudence in performing its duties in accordance with the Audit Committee's Charter, which has been approved by the Board of Directors fully and independently. There are no restrictions on access to information, resources and cooperation from management. Employees and related parties, as well as providing opinions and suggestions in good faith for the equal benefit of all stakeholders.