Thai Oil PCL : Form to Report on Names of Members and Scope of Work of the Audit Committee (F 24-1)

1482fe34-ef1b-40d3-8e14-049fd3d8ac4b.pdf F 24-1

Form to Report on Names of Members and Scope of Work of the Audit Committee

The Company's Board of Director meeting /shareholders meeting of Thai Oil Public Company Limited

No. 1/2016 held on January 22, 2016 resolved the meeting's resolutions in the following manners: Appointment of the audit committee/Renewal for the term of audit committee:

Chairman of the audit committee Member of the audit committee As follows:

(1) Mrs. Suvimol Krittayakiern Independent Director

, the appointment/renewal of which shall take an effect as of February 1, 2016

Determination/Change in the scope of duties and responsibilities of the audit committee with the following details:

, the determination/change of which shall take an effect as of ……………..

The audit committee is consisted of:

1. Member of the audit committee Ms. Chularat Suteethorn remaining term in office 2 years 2 months
2. Member of the audit committee Mr. Siri Jirapongphan remaining term in office - year 2 months
3. Member of the audit committee Mrs. Suvimol Krittayakiern remaining term in office 2 years 2 months

   Secretary of the audit committee Ms. Prapin Thongnium, Vice President-Corporate Internal Systems Audit

   Enclosed hereto are 1 copy of the certificate and biography of the audit committee.

   The audit committee of the company has the scope of duties and responsibilities to the Board of Director on the following matters:

4. Reviews the accuracy and reliability of quarterly and annual financial statements as well as adequacy of information disclosure by coordinating with the independent auditors and management responsible for preparing the financial reports.

5. Reviews the adequacy and effectiveness of internal control and internal audit systems of the Company and Subsidiaries. Recommends the Internal Systems Audit Department to review or examine any transaction considered to be important and necessary with the independent auditors and the Internal Audit Manager and also reviews risk management systems and recommends modifications to improve efficiency. Recommends modifications to internal control systems that are important and necessary to the Board of Directors.

6. Reviews the Company's compliance with laws governing securities and stock exchange, or requirements of The Stock Exchange of Thailand, and other laws applicable to the Company's business.

7. Reviews evidence associated with activities that conflict the interest of or affects the operations of the Company.

8. Reviews the accuracy and adequacy of disclosed information on related party transactions or potential conflicts of interest.

9. Selects and recommends the appointment of independent auditors and set their fees giving consideration to reliability and adequacy of resources, and amount of audit work by such independent auditors, including experiences of personnel assigned to audit the Company's accounts and at least once a year, arranging meetings with the Company's auditors without attendance of executive management.

10. Reviews accuracy and effectiveness of information technology associated with financial reports and internal controls.

11. Promotes development of financial reporting system to international accounting standards.

12. Reviews that the internal audit plan meets internationally accepted methods and standards. 10.Considering the independence of the Internal Systems Audit unit. Providing advice regarding the

budget and workforce of the Internal Systems Audit Department throughout considering an agreement to appoint, relocate, and discontinue employment of the Department of Corporate Internal Systems Audit. And evaluates the annual performance of the Vice President - Corporate Internal Systems Audit.

1. Prepares the Audit Committee report for disclosure in the Company's annual report according to principles prescribed by The Stock Exchange of Thailand.

2. The Audit Committee may seek independent opinions from professional advisors when needed under the Company's expense with approval from the Board. The employment of advisors must comply with the Company's regulations.

3. Chairman and members of the Audit Committee shall attend the annual general meeting in order to clarify issues associated with the Audit Committee or appointment of the independent auditors.

4. Reviews and modifies the charter of the Audit Committee.

5. Performs other tasks as assigned by the Board of Directors within the roles and responsibilities of the Audit Committee.

The company hereby certifies that

1. The qualifications of the aforementioned members meet all the requirements of the Stock Exchange of Thailand; and

2. The scope of duties and responsibilities of the audit committee as stated above meet all the requirements of the Stock Exchange of Thailand

(Seal)




Signed …………………..……Director/ Chief Executive Officer & President (Mr. Atikom Terbsiri)

January 22, 2016




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