SCI Annual Report 2015

Qualifications of the Audit and Risk Management Committee
The Audit and Risk Management Committee of the company are independent following to the definitions concluded by
the Independent Directors as follows;
1. The Committee must possess shares not over 1% of the company’s total shares, including other headquarters, chained
companies, joint-stock companies, juristic persons that could be against the interests, and other shares of the involved
members.
2. The Committee must not participate in the administration of other headquarters, chained companies, joint-stock
companies, and juristic persons that could be against the interests, including working as an employee, full-time
counselor, and executive member during the time working at the company and 2 years prior.
3. The Committee must not be cognately and legally associated as parents, spouse, sibling, child, and child’s spouse
with the executive directors, major shareholders, authorized representatives, or those who are presented as executive
directors and authorized representatives of the headquarter and chained companies.
4. The Committee must not be associated with the other headquarters, chained companies, joint-stock companies,
juristic persons that could be against the interests in the sense that could obstruct the independent consideration, as
well as participate in other headquarters, chained companies, joint-stock companies, juristic persons that could be
against the interests as a major shareholder, permanent committee, or a board member.
5. The Committee must not be the auditor of other headquarters, chained companies, joint-stock companies, juristic
persons that could be against the interests as it could obstruct the independent consideration, as well as participate
in other headquarters, chained companies, joint-stock companies, juristic persons that could be against the interests
as a major shareholder, a permanent committee, or a board member.
6. The Committee must not provide professional services, including the legal or financial consultancy to other
headquarters, chained companies, joint-stock companies, juristic persons that could be against the interests,
particularly the companies that offer more than 2,000,000 baht a year. Moreover, the Committee must not be a
major shareholder, a permanent committee, a board member, or a shareholder of the provided companies.
7. The Committee must not be assigned as an authorized representative, a major shareholder or a shareholder related
to the major shareholders of the company.
8. The Committee must not be in the condition that is unable to independently express his/her perspectives.
9. The Committee must not be assigned by the Board to possess the authority of making decisions of other company’s
operations, including the headquarters, chained companies, joint-stock companies, juristic persons that could be
against the interests. Additionally, the Committee must not be an executive member of any registered parent com
pany, chained company, joint-stock company or other chained company with the similar conditions.
10. The Committer must be responsible for the roles assigned by the statement of the Stock Exchange of Thailand con
cerning the qualifications and operational guidelines of the audit management team.
Guidelines, Roles, and Responsibilities of the Audit and Risk Management Committee
Guidelines, roles, and responsibilities of the Audit and Risk Management Committee could be concluded as follows;
1. Review and command the involved members to obtain the efficient and accurate Financial Statements;
2. Examine and ensure if the internal control and internal audit of the company are accurate and effective, as well as
consider the independency of the internal auditor, express the perspectives towards the designation of the auditor,
and dismissal of the internal auditor or other institutions responsible for the internal audit;
3. Ensure that the company has satisfied legal requirements, particularly the Securities and Exchange Act and other
laws involved in the company’s industry;
4. Examine and discuss with the management team about the major risks of the company and regulations that have
been settled by the management team in order to follow up and control the specified risks;
5. Consider, select and nominate independent representatives to verify and audit the company’s reports, along with
the offer of appropriate consideration, as well as confer with auditors without the management team participated
at least once a year;
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Annual Report 2015