Page 53 - TICON Industrial Connection Public Company Limited : : Annual Report 2014 EN
P. 53
Management Statement of Directors Certification of the
Shareholding Corporate Internal Control and Connected Discussion Responsibilities Concerning Financial Accuracy of Auditors
Key Risks Structure Management Governance Risk Management Transactions and Analysis the Companys Financial Report Statements Remuneration
Composition of the Audit Committee
1. The Audit Committee shall be comprised of at least 3 independent members of the Board,
that all non-executive.
2. At least 1 member of the Audit Committee must have knowledge, understanding or
experience in accounting or finance to review the financial report process to ensure the
reliability.
Criteria for the appointment and nomination of the Audit Committee members
The Audit Committee is nominated by the Nomination Committee and shall be appointed by the
Board of Directors or shareholders. A committee member must possess full qualifications
according to the criteria as follows:
1. Holding shares not more than 1 percent of number of voting stock of the Company,
subsidiary companies, associated companies or related company, which shall be inclusive
of the shares held by related persons.
2. Persons who have benefits or financial and/or managerial interests in the Company and/or
its related companies, either at present or during the past two years, shall be prohibited to
hold the position of independent director of the Company. Such prohibited relationships
include:
Executive director, employee, worker, advisor who receives regular salary or
controlling person;
Professional advisors such as auditor, legal advisor, financial advisor or appraiser; and
Persons with business relationships through such means as normal business
transaction, acquisition or disposition of assets, and offering or receipt of financial
assistance, etc.
3. In case of concurrently holding the position of independent director at other companies in
the same group, the Company shall disclose such information and compensations received
from such other companies.
4. Audit Committees are prohibited to be any types of directors at any other listed companies
in the same group.
5. Being a director who is not a related person or close relative of any management member
or major shareholder of the Company.
53
Annual Report 2014
Shareholding Corporate Internal Control and Connected Discussion Responsibilities Concerning Financial Accuracy of Auditors
Key Risks Structure Management Governance Risk Management Transactions and Analysis the Companys Financial Report Statements Remuneration
Composition of the Audit Committee
1. The Audit Committee shall be comprised of at least 3 independent members of the Board,
that all non-executive.
2. At least 1 member of the Audit Committee must have knowledge, understanding or
experience in accounting or finance to review the financial report process to ensure the
reliability.
Criteria for the appointment and nomination of the Audit Committee members
The Audit Committee is nominated by the Nomination Committee and shall be appointed by the
Board of Directors or shareholders. A committee member must possess full qualifications
according to the criteria as follows:
1. Holding shares not more than 1 percent of number of voting stock of the Company,
subsidiary companies, associated companies or related company, which shall be inclusive
of the shares held by related persons.
2. Persons who have benefits or financial and/or managerial interests in the Company and/or
its related companies, either at present or during the past two years, shall be prohibited to
hold the position of independent director of the Company. Such prohibited relationships
include:
Executive director, employee, worker, advisor who receives regular salary or
controlling person;
Professional advisors such as auditor, legal advisor, financial advisor or appraiser; and
Persons with business relationships through such means as normal business
transaction, acquisition or disposition of assets, and offering or receipt of financial
assistance, etc.
3. In case of concurrently holding the position of independent director at other companies in
the same group, the Company shall disclose such information and compensations received
from such other companies.
4. Audit Committees are prohibited to be any types of directors at any other listed companies
in the same group.
5. Being a director who is not a related person or close relative of any management member
or major shareholder of the Company.
53
Annual Report 2014
