Audit Committee Report

Chai Jroongtanapibarn
Chairman of Audit Committee
17 February 2016

Over the past 2015, the Audit Committee of Major Cineplex Group Public Company Limited is comprised of three independent directors. The Audit Committee is empowered by the Board of Directors.

The Audit Committee has duty which delegated by the Board of Directors to examine fi nancial information and plan, also investigate related transactions which having confl ict of interest. The Committee pursues and promotes good corporate governance by actively creating awareness and providing advice to management on sound risk management and internal control practices.

For the fi scal year 2015, the Audit Committee held nine meetings. In such meetings, the Committee met management, internal auditor and external auditor, in which one meeting met auditor without executive management.

In such meetings, the Audit Committee met independently with the management, the internal and external auditors of the Company, conducted reviews and evaluations of accounting policies, the procedures relative to the accounting policies, the internal control assessment, and the audit plan. The Audit Committee also verifi ed and accepted every quarterly fi nancial statements and provided assessments and recommendations to the Board of Directors. Where weaknesses were identifi ed in internal controls, corrective action plans were established to eliminate or reduce the associated risks.

The Internal Auditor serves to identify and verify business risks and control weaknesses within the Company by carrying out audit activities systematically. The reports on compliance with good internal control practices and procedures with recommendations were discussed with the relevant management team to incorporate their agreed action plans and submitted to the Audit Committee. Furthermore, the Internal Auditor has held regular meetings with the Audit Committee to give updates on audit results. The Audit Committee is fully committed to ensure that both corrective and preventive actions are taken in an eff ective and timely manner.

The Audit Committee provided the following opinions:

  1. The Company’s 2015 fi nancial reports are accurate, complete and reliable.
  2. The Company’s assets are safeguarded, proper accounting records are maintained, and resources are utilized eff ectively and effi ciently.
  3. The Company complied with the securities laws, the Exchange’s regulations, and other laws relating to the Company’s business.
  4. Mr. Pisit Thangtanagul of PricewaterhouseCoopers ABAS, the Company’s auditor, is suitable and provided appropriate services.
  5. The related transactions arising in 2015 were rational and made for the optimal benefi ts of the Company.

Accordingly, the Audit Committee has recommended to the Board of Directors that Mr. Phaiboon Tunkul Certifi ed Public Accountant No.4298, Mr. Kajornkiet Aroonpirodjanakul Certifi ed Public Accountant No.3445 Mr. Boonlert Kamolchanokkul Certifi ed Public Accountant No.5339 and Mr. Chanchai Chaiprasit Certifi ed Public Accountant No. 3760 of Pricewaterhouse- Coopers ABAS Company Limited, be appointed as the Company’s auditor for the fi scal year ending 31 December 2016. The appointment of the auditor and acceptance of its fees will be subjected to the approval of the shareholders at the Annual General Meeting to be held on 5 April 2016.