2. Powers, Duties and Responsibilities
2.1 Assist the Board of Directors in reviewing the effectiveness of internal controls, risk management processes, accounting, reporting practices and corporate governance taking into account the requirements of relevant Bank of Thailand (“BOT”) guidelines, the listing requirements of the Securities and Exchange Commission (“SEC”) and the Stock Exchange of Thailand (“SET”), guidelines and other relevant guidelines issued by the regulators.
2.2 Consider and approve the appointment, transfer, remuneration, performance evaluation and dismissal of Head of Internal Audit.
2.3 Review the effectiveness of Corporate Assurance Function.
2.4 Consider and review the qualifications, independence, effectiveness and remuneration of external auditor, and recommend the appointment, termination and audit fee to the Board of Directors and shareholders.
2.5 Review the significant findings of investigations, audits, internal controls and compliance issues identified by internal auditors, external auditors and regulators to ensure that appropriate and prompt remedial actions are taken by management appropriately and timely.
2.6 Review the correctness and adequacy of financial statements for submission to the Board of CIMB Thai Group, Bank of Thailand, the Stock Exchange of Thailand and other regulators in relation to the bank business
2.7 Review every related party transaction, or transaction with potential conflict of interest submitted by management prior to submission for the Board of Directors’ approval
2.8 Review every related party transaction, or transaction with potential conflict of interest submitted by management prior to submission for the Board of Directors’ approval
2.9 Report all activities of the Audit Committee in the Bank’ s annual report, which contains required information as stipulated in the SET regulations and must be signed by the Audit Committee chairperson.
2.10 Approve Corporate Assurance Charter and concur Corporate Assurance Policy prior to submission for Board of Directors’ approval.
2.11 Perform any other assignments delegated to it by the Board of Directors in line with the Audit Committee Charter.
Scope: CIMB THAI Bank Group-wide
3. Quorum
3.1 The Audit Committee shall hold a meeting on a monthly basis or as and when required.
3.2 Each meeting shall consist of at least two-thirds of the total members to constitute a quorum.
3.3 The participation of members in a meeting of Audit Committee may be either in person or via tele-presence or tele-conference.
3.4 All resolutions must be passed by the affirmative vote of a majority of the members in attendance.
3.5 The resolution can be made in the form of circulation only in case of urgency and necessity. The resolution by circulation shall be passed by the affirmative vote of the majority members.
Any resolution passed by circulation shall be tabled to the next Audit Committee Meeting for certification.
