The Audit Committee of WICE Logistics Public Company Limited consists of 3 independent directors: Professor Dr. Ruth Banomyong is the Chairman of the Audit Committee, Mr. Komol Rungruangyot is a director of the Audit Committee, and Mr. Boongrieng Thanaphansin is a director of the Audit Committee. In 2023, their term of office is summarized as follows.

• January 1, 2023 – December 31, 2023
• Professor Ruth Banomyong (PhD)            Chairman of the Audit Committee
• Mr. Komol Rungruangyot                           Director of the Audit Committee
• Mr. Boongrieng Thanaphansin                   Director of the Audit Committee

Mr. Nasit Wongpuapan, internal audit manager, is the secretary of the Audit Committee

In 2023, the Audit Committee performed its duties as assigned by the Board of Directors and according to the Audit Committee charter, which is in line with the Securities and Exchange Commission’s best practices by reviewing and pushing the Company to follow the principle of good corporate governance, have adequate risk management system and internal control, have regulatory compliance supervision, focus on being a transparent organization, have an efficient and effective internal audit by linking the organization’s goal and the internal audit department’s goal into the same goal in order to raise internal audit quality, able to create sustainable added value for the Company with consideration to all stakeholders’ needs comprehensively.

1. Push for the improvement of risk management supervision, internal control and regulatory compliance supervision processes focusing on creating awareness for operators to act carefully and reviewing rules and regulations related to operations to be appropriate along with supervising the internal control process to be concise, including emphasizing on reviewing investigative process and disciplinary punishment to be appropriate and fair.
2. Encourage the management division to set the target to be a model organization in information technology governance to achieve continuous operation development and increase confidence in the Company’s potential by mainly considering cybersecurity and personnel retention operations.
3. Provide overseas investment recommendations to the management division to establish in-depth study and understanding of those countries both in terms of the political system, law, culture, and related traditions to be able to determine appropriate investment guidelines.
4. Provide the Company’s internal audit quality improvement policy to make the internal audit efficient, effective, reliable, and professional, increase the consulting role to add value to the Company and its subsidiaries according to the stakeholder’s expectations, promote internal auditor’s professional certificates along with continuous personnel development as well as improving operational processes by using technology to carry out additional inspections.

In 2023, the Audit Committee held a total of 4 meetings, with meeting attendance details as follows:

January 1, 2023 – December 31, 2023

There were 4 meetings.

• Professor Ruth Banomyong (PhD)           Attended 4 meetings.
• Mr. Komol Rungruangyot                          Attended 4 meetings.
• Mr. Boongrieng Thanaphansin                 Attended 4 meetings.

 

The Audit Committee Performance Summary

1. Financial Statement Review : The Audit Committee has reviewed important information of the Company’s quarterly financial statement and annual financial report and consolidated financial report together with management department, internal audit department and auditor. The auditor was asked about the accuracy and completeness of the financial report, adjusting entries and accounting appraisal that have impact on financial report, appropriateness of accounting recording methods and audit scope, correct, complete, adequate information disclosure, and the auditor’s independence in order to ensure that financial report preparation complies with legal requirements and accounting standards according to generally accepted accounting principles, is reliable and timely, and has adequate information disclosure useful for financial report users.
2. Good Corporate Governance Review : The Company is committed to conducting business in accordance with the principles of the Stock Exchange of Thailand and the Securities and Exchange Commission (SEC) and the Thai Institute of Directors Association. The Audit Committee has reviewed the efficiency and effectiveness of good corporate governance and found that directors, management division, and employees comply with set policies strictly and the Company has brought anti-corruption policy to seriously practice and expanded to business partners along with corporate governance with concrete consideration to the society and environment in addition to the law, and reviewed whistleblowing process.
3. Risk Management Assessment System Review : The Audit Committee has reviewed risk management from the audit report of the internal control department and auditor and acknowledged risk management report that the Risk Management Committee is responsible for risk supervision, which covers policy and risk management framework approval, risk assessment monitoring, risk management measures approval, and risk management progress report to the Risk Management Committee to the Board of Directors regularly. 

4. Internal Control Process Efficiency Review : The Audit Committee has reviewed the adequateness and appropriateness of internal control from internal control system adequateness assessment that the management division conducted according to the assessment of the adequacy of the internal control system of the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand. It was found that the Company has organizational structure that considers responsibility division in important work sections, has good corporate governance policy, has regulatory compliance supervision, has risk management policy throughout the organization, has anti-corruption awareness creating activities continuously, has guidelines and processes for supervising and monitoring the subsidiary and affiliated companies, has data privacy level determination, organizes communication channels for organizational employees  and external stakeholders, has organizational control assessment, has internal control assessment by operators, and has internal control audit of activities by the internal audit department.In 2023, from the internal control review by the internal audit department and auditor, the internal control system is adequate and does not have any important issue or fault that has potential impact on the Company’s objective and goal achievement. The management division has conducted improvement according to the suggestions of the Audit Committee, auditor, and the internal audit department continuously.

 

5. Internal Audit Supervision : The Audit Conductors antiweed annual audit strategic plan and long-term audit plan, plan compliance, audit results of the internal audit department by giving suggestions and monitoring corrective action in significant issues in order to achieve good governance and have adequate internal control, consider internal audit charter amendment, review annual budget of the internal audit department, development plan, recruitment and personnel circulation plan, personnel trainings, independence assertion, assessment of the adequacy of resources, performance indicators, and supervise the internal audit department to improve their quality and work continuously.
6. The Audit Committee Quality Maintenance : The Audit Committee has reviewed the Audit Committee charter and assess the Audit Committee performance both as a committee and individually according to good practices of the Stock Exchange of Thailand to ensure that the Audit Committee operations are effective and achieve the results as specified. The overall performance of the whole committee is at excellent criteria and the Audit Committee’s operations improvement guidelines are determined. The Audit Committee has reported operation results to the Board of Directors every quarter and provide opinions to add value and improve corporate governance process, risk management process, internal control process, and the Company’s regulatory compliance supervision process.
7. Auditor Appointment and Audit Fees Consideration for the year 2023 : The Audit Committee has considered and resolved to approve the auditor from the EY Office Company Limited to be the Company’s auditor for the year 2023 and proposed to the Board of Directors for approval at the annual shareholder meeting to consider appointing auditor and approving audit fees for the year 2023. The Audit Committee had 1 specific meeting with the auditor, without the management division attending the meeting to discuss the scope, guidelines, audit plan, independence in performing duties and the auditor’s opinion by giving importance to correct, complete and adequate information presentation.
8. Related Transaction or Transaction that May Has Conflict of Interest Consideration to be in Accordance with Laws and Regulations of the Stock Exchange : The Audit Committee has reviewed and given opinions on significant related transactions, especially transactions that may have conflicts of interest, relevant directors’ report and disclosed to the Stock Exchange of Thailand accurately within the specified time.

Summary

The Audit Committee has performed the duties and responsibilities specified in the Audit Committee Charter by adhering to correctness, righteousness, caution, prudence, and independence, as well as giving comments, observations, and suggestions creatively with consideration to all stakeholders equally and for maximum benefit.

The Audit Committee finds that the Company has an accurate and reliable accounting and financial reporting system, discloses sufficient information according to generally accepted accounting standards, complies with laws, rules and regulations related to the Company’s business operations, has good corporate governance and internal control that are adequate and appropriate for business operations, has good risk management and internal audit system, track changes in order to prepare for risks that may occur in the future.

The Audit Committee performance during 2023 received good cooperation from the Company’s Board of Directors, executives, auditor, and all related parties.