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Supporting Information: Consideration of Auditor Appointment and Remuneration (Agenda 7)

Supporting Information: Consideration of Auditor Appointment and Remuneration (Agenda 7)

Supporting Information: Consideration of Auditor Appointment and Remuneration (Agenda 7)

Annex 7

Supporting information for agenda item 7: Appointment of the auditor and determination of remuneration

Article 30 of the Company's Articles of Association

Prescribes that an auditor must be appointed and remuneration must be fixed at each annual general meeting.

The Notice of the Stock Exchange of Thailand prescribes that the Audit Committee shall be required to consider the selection and propose the appointment of a person with independence to act as the Company's auditor, and propose the remuneration for the Company's auditor.

In 2023, the ordinary annual general meeting of shareholders approved the appointment of the Company's auditor, namely Mr. Kittipoon Kiatsomphob or Mrs. Watu Kayankannawi or Mr. Watcharin Pasarapongkul or Mr. Nattawut Santipet of EY Office Limited as the Company's auditor with the responsibility of auditing and signing to confirm the Company's financial statements for the year 2023, with remuneration not exceeding Baht 4,744,000. However, the actual remuneration amounted to Baht 4,524,000.

Paragraph 7 (4) of the Notice of the Stock Exchange of Thailand regarding the Qualifications and Scope of the Audit Committee (2015) requires that the Audit Committee has the duty to consider, select, appoint an independent person as the auditor of the Company and propose the remuneration for the auditor of the Company.

Audit Committee Meeting No. 1/2024 dated February 28, 2024 and management jointly considered the auditor's qualifications with respect to reliability, independence, knowledge and experience in auditing services, advice on accounting standards and attestation of financial statements in a timely manner and justification of remuneration, and resolved to propose that the Board of Directors consider the proposal for the appointment of the auditor and setting of remuneration for 2024 at the 2024 Ordinary Annual General Meeting of Shareholders as follows:

To appoint one of EY Office Limited's auditors listed below as auditor of the Company:

  • Name: Mr. Kittipun Kiatsomphob, License Number: 8050, Company Audit Year: 1
  • Name: Mr. Vatcharin Pasarapongkul, License Number: 6660
  • Name: Ms. Watu Kayankannavi, License Number: 5423

Any appointed auditor of the Company must conduct an audit and sign off to confirm the Company's financial statements for the year 2024. Additionally, the auditors mentioned above should also serve as auditors for the subsidiaries, namely Northern Bangkok Expressway Company Limited and Bangkok Metro Networks Limited. Furthermore, the proposed auditors have no relationships or interests in the Company, its subsidiaries, executives, major shareholders, or their affiliates.

2) Reward

It should be set at a total amount not exceeding 4,877,000 baht, including:

2024 2023 (Unit: baht) Increase

  • Fee for the audit of annual financial statements: 3,103,000 (Increase: 271,000)
  • Fee for the audit of financial statements for the first three quarters: 1,774,000 (Increase: 82,000)

Total: 4,877,000 (Increase: 353,000)

Compared to the audit fee in previous years, the audit fee has increased by 353,000 baht, or 7.80 percent. However, when comparing the average audit fee of other companies in the same sector on the list, the audit fee of the Company is reasonable.

4. Meeting of the Board of Directors No.

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1/2024 on February 28, 2024

A decision was made to accept the proposal of the Audit Committee, and it was resolved to recommend to the General Meeting of Shareholders to appoint an auditor from EY Office Limited, namely Mr. Kittipoon Kiatsoomphob, with registration number CPA 8050, or Mr. Watcharin Pasarapongkul, with registration number CPA 6660, or Ms. Watu Kayankannavi, with registration number CPA 5423, with the right to conduct the audit and sign to confirm the Company's financial statements for the year 2024, with a fee not exceeding 4,877,000 baht.

The details of the auditor's compensation in the past are as follows:

  • 2021: Audit fee - 4,240,000 baht, Non-audit fee - 800,000 baht
  • 2022: Audit fee - 4,324,000 baht, Non-audit fee - 950,000 baht
  • 2023: Audit fee - 4,524,000 baht, Non-audit fee - 1,127,500 baht
  • 2024: Audit fee - 4,877,000 baht

Note: In 2023, the Company and its subsidiaries incurred non-audit fees from EY Office Limited amounting to 1,127,500 baht, which includes an audit of the Company's financial statements for the expansion of the MRT Blue Line for 860,000 baht, part of which is compensation that needs to be paid in the future as the service is not yet completed, and consulting services for taxes amounting to 267,500 baht. Non-audit fees for 2024 had not been incurred by the time of the 2024 annual general meeting of shareholders.

Profiles and work experience of auditors at EY Office Limited

Kittiphun Kiatsomphob

Partner at EY Office Limited

Exam for the certification of audit chambers

License No. 8050

Period of work: 1997 - present

Professional qualification: Certified Auditor (Thailand)

Auditor approved by the Securities and Exchange Commission of Thailand

Higher education: Master's in Accounting, Thammasat University, Bachelor's in Accounting, Thammasat University

Work experience: Over 20 years of auditing experience at EY, as well as experience working with several multinational clients and listed companies. Kittipoon leads and oversees audits in various sectors, with a particular focus on listed companies involved in oil and gas, real estate, and construction. In addition to the mentioned auditing work, he has also been actively involved in several non-audit assignments, especially in the oil and gas sector, including PTT, where he led and provided consulting on accounting issues related to business restructuring. There are no relationships or interests (other than auditing services) with the Company, Subsidiaries, Management, Major Shareholders, or their Related Parties that could undermine the ability to perform duties independently.

Watcharin Pasaraponkul

Partner at EY Office Limited

Certified Audit Chamber

License number № 6660

Period of work: 1999 - present

Professional qualification: Certified Auditor (Thailand)

Auditor approved by the Securities and Exchange Commission of Thailand

Higher education: Master of Science in Accounting, Thammasat University, Bachelor of Science in Accounting, Thammasat University

Work experience: Over 24 years of experience in public accounting at EY for clients in various industries, including multinational corporations and companies listed in Thailand, with a specialization in technology and telecommunications, manufacturing, services, and real estate sectors. Relationship or interest (other than audit services) with the Company, Subsidiaries, Management, Major Shareholders, or their Related Parties that could undermine the ability to perform duties independently: - None -

Vatu Kayankannavi

Partner at EY Office Limited

Certified Audit Chamber

License number: 5423

Period of work: 1995 - present

Professional qualification: Certified Auditor (Thailand)

Auditor approved by the Thai Securities and Exchange Commission

Higher education: Master's in Accounting, Chulalongkorn University, Bachelor's in Accounting, Chulalongkorn University

Work experience: Over 20 years of auditing experience at EY and 3 years of experience as an auditor for public companies. She has extensive experience working with listed companies in Thailand as well as with multinational clients in the real estate, manufacturing, and trading sectors. Additionally, she has significant experience in conducting initial public offerings on the Stock Exchange of Thailand. Relationship or interest (other than auditing services) with the Company, Subsidiaries, Management, Major Shareholders, or their Related Parties that could undermine the ability to perform duties independently: - None -

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