Chairperson of the Audit Committee
The Board of Directors of Siam City Cement Public Company Limited has appointed an Audit Committee consisting of three independent directors who are experts with extensive experience in the cement industry, accounting and finance, legal matters and business. All members possess qualifications as required by the regulations of the Securities and Exchange Commission, Thailand (SEC) and the Stock Exchange of Thailand (SET).
The Audit Committee has consistently performed its duties independently and objectively in accordance with its charter, which is reviewed annually to align with current business priorities and approved by the Board of Directors. Additionally, the Audit Committee advocates a strong culture emphasizing good governance, ethics, integrity, accountability and transparency for a long-term sustainable business.
In 2024, the Audit Committee held a total of 11 meetings, with full attendance by all members.
An annual performance evaluation of the Audit Committee was conducted, yielding satisfactory results. The Audit Committee considered business risk assessment, comprehensive risk management planning, organizational efficiency, and cybersecurity oversight to enhance corporate governance within the group. It also determined he priority areas for the 2025 audit plan.
Key activities of the Audit Committee in 2024
Review of Financial Reports: The Audit Committee thoroughly reviewed significant information in the quarterly and annual financial statements of Siam City Cement Public Company Limited and its subsidiaries, in collaboration with Management and External Auditors, ensuring compliance with Thai Financial Reporting Standards (TFRS) and International Financial Reporting Standards (IFRS). Discussions with the Management and External Auditors covered financial statements accuracy, disclosure, material accounting adjustments, audit scope, adequacy of accounting practices, Key Audit Matters (KAM) and internal control assessments. To uphold financial reporting standards and protect stakeholders’ interests, the Audit Committee met independently with the External Auditors to discuss audit approaches, the quarterly and annual audit plan, and to identify any unusual transactions. The External Auditors found no significant concerns or indication of fraud affecting the company’s financial statements. The Audit Committee also monitored changes in accounting standards and reviewed Management’s financial analysis reports. Additionally, it approved non-audit services provided by External Auditor to maintain External Auditor independence.
Review of Related Party Transactions and Potential Conflicts of Interest: The Audit Committee reviewed the related party transactions and those potentially conflicting with the company’s interests on a quarterly basis. These reviews prioritized business normality, transparency, adequate disclosure, and adherence to arm’s length principles. The review results were disclosed to the SET in a timely manner.
Risk Management Process Review: The Audit Committee conducted quarterly assessments of the Company’s risk management processes, which were further strengthened in 2024.
Evaluation of Internal Controls and oversight of the Group Internal Audit and Compliance function: The Audit Committee reviewed the effectiveness of internal controls with the Group Internal Audit and Compliance department and Group Chief Executive Officer / Group Chief Financial Officer on a monthly basis, and with External Auditors on a quarterly basis. The review covered business focus, organizational efficiency, and continuous strengthening of the internal control system through training and awareness programs. The Audit Committee was satisfied with Management’s remedial actions on audit observations and recommendations, concluding that the organization’s internal control was adequate. The External Auditors also opined that there were no material deficiencies impacting the Company’s financial statements. The Audit Committee further reviewed and approved the Group Internal Audit and Compliance Annual Plan for 2025, including the associated budget.
Compliance with Governance and Regulatory Requirement: The Audit Committee ensured compliance with SEC, SET, and other relevant regulations, reviewing quarterly compliance reports, while promoting good corporate governance through training and communication initiatives, including e-learning programs. It also assessed reports from the company’s whistleblowing system (INSEE Speak Up) concerning external complaints, fraud investigations, and risk assessments, implementing preventive measures where necessary. Additionally, the Committee reviewed updates to the Governance, Risk, and Compliance (GRC) framework, including revisions to the Manual of Authorities and the Policy Landscape across the group. In overseeing Environmental, Social, and Governance (ESG) risks, compliance, and reporting, the Audit Committee ensured transparency and accountability by aligning ESG disclosures with global standards, validating ESG data through internal controls, and encourage ethical business practices, including anti-corruption policies. It also promoted board and management accountability for ESG integration, embedding sustainability into corporate strategy and risk management to enhance long-term business resilience and stakeholder confidence.
Investment Project Monitoring: The Audit Committee monitored the progress of key investment projects to assess the appropriateness of management, resource allocation, and their impact on Company performance.
Appointment of the External Auditors for 2025: The Audit Committee recommends the appointment of Ms. Kamontip Lertwitworatep and/or Ms. Sarinda Hirunprasurtwutti and/or Mr. Chayanut Metkunakorn of EY Office Limited as the Company’s External Auditors for 2025 with the audit fees for the Board’s concurrence and the shareholders’ approval at the AGM 2025.
In summary, the Audit Committee is of the opinion that the Company’s financial statements have been prepared in compliance with financial reporting standards. The related party transactions were at arm’s length under normal business conditions, risk management, internal controls, and governance measures were adequate and effective, and the Company remained fully compliant with all relevant regulations.