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Charters

Charters

Introduction

     This Internal Audit Charter is made to specify the purpose, authority and responsibility of everyone involved in the internal audit of Vichitbhan Palmoil Public Company Limited aiming to provide all employees with clear understanding towards the purpose, authority and responsibility of everyone involved in the internal audit and facilitate the internal auditor to use this Internal Audit Charter as a guideline in performing the task, varying in the inspection department's management of internal audit, the inspection department's evaluation of internal audit and other related businesses corresponding to other departments in the organization. To achieve the targeted goal, the company is set to proceed with efficient and productive implementations while generating the most appropriate process in internal audit consistent with good corporate governance and the highest benefit for the organization.

Definition

Company

means

Vichitbhan Palmoil Public Company Limited and/or its affiliates.

Audit Committee

means

the audit committee of Vichitbhan Palmoil Public Company Limited.

Executive

means

the executive, vice executive and executive assistant of Vichitbhan Palmoil Public Company Limited.

Staff member

means

the employee of Vichitbhan Palmoil Public Company Limited.

Inspection Department

means

the inspection department of Vichitbhan Palmoil Public Company Limited that proceeds with the inspection.

Chief of the Inspection Department

means

the chief, manager or supervisor of the Inspection Department.

Internal Auditor

means

a person who is employed or appointed to proceed with the internal audit of Vichitbhan Palmoil Public Company Limited. The internal auditor will be responsible for the internal audit of the company.

Chief of the Internal Audit

means

a person who is employed or appointed to be a chief or a manager of the internal audit department.

Objective

     To ensure the transparency of business operations corresponding to good corporate governance, Vichitbhan Palmoil Public Company Limited has therefore appointed the internal audit department to facilitate the employees from all organizational levels with work efficiency and effectiveness. The company will proceed with analysis, evaluation and suggestions to support the employees and the internal audit shall be conducted at the most reasonable cost.

Code of Conduct of
Internal Auditor

     All internal auditors shall strictly perform their tasks with honesty, equality, proficiency and confidentiality in accordance with the code of conduct of the internal auditor.

Independency

The internal audit department shall report its performance related to the internal audit to the audit committee and other senior executives.

The internal auditor is required to disclose the impact details that affect the independency and fairness of the internal auditor and also report any conflict of interests to the chief of the internal audit.

The internal auditor shall not assist in any certain business not related to the internal audit's responsibilities or other businesses that may cause a possible impact to the independency and fairness of the internal auditor.

The internal audit department shall refrain from dealing with other businesses not related to the internal auditor's responsibilities. The internal auditor shall also be independent of giving comments and providing reports in an unbiased manner in accordance with the standards of a professional internal audit.

Authority

The company is authorized to proceed with cash inspection at all times without giving prior notice to the inspection department.

The company is required to give prior notice to the inspection department in proceeding with the inspection of finance, property, information technology systems, documents, reports and activities.

The internal auditor is independent of necessary inspection in accordance with the standards of a professional internal audit.

In a case whereby the chief of the internal audit shall necessarily employ an internal auditor from outside the organization, the employment shall be conducted in accordance with the required operating standards specified by the company.

Operational Procedure

All departments shall regularly be exposed to the internal audit to ensure that the operations have been implemented in accordance with the policies, goals, objectives, rules and regulations.

As the internal audit is completed, the chief of the internal audit shall arrange a meeting with the inspection department to exchange insights as well as discuss the facts of the internal audit. For the completion of the internal audit, it is advised to proceed with a thorough improvement before adding it into the report.

The report shall be prepared in written form, describing the objective, scope of inspection, existing mistakes and suggestions for improvement.

The internal auditor shall follow up the inspection results and provide suggestions on the inspection and collaboration with the inspection department as well as the improvement of operations.

Chief of the internal audit shall develop the competency of human resources who are responsible for the internal audit aiming for greater knowledge and experience in the internal audit business.

Roles and Responsibilities

  • The company shall specify the objective, scope of responsibility and operational guideline of the inspection department while preparing the manpower plan, training plan and annual budget plan.
  • The company shall create a long-term plan and annual inspection plan according to the risk level of certain activities.
  • The company shall evaluate the sufficiency of the internal audit for the company in order to ensure the confidence of the senior executives.
  • The company shall inspect its evaluation and provide suggestions for the improvement of business operations related to risk management, internal control and corporate governance.
  • The company shall inspect work processes in accordance with the annual inspection plan or the policy approved by the audit committee.
  • Inspect the evaluation and report on reliability and completion of the financial information and other non-financial information (Finance & Non-Finance).
  • Inspect certain systems that may have any possible impact on the business operations aiming to comply with the planning policies, requirements and other related laws.
  • Inspect the appropriateness of the property preservation, the effective use of resources and facts regarding certain properties.
  • Inspect the compliance of law corresponding to the securities and the stock exchange, the requirements of the Stock Exchange of Thailand and other regulations related to the company's business.
  • Inspect the efficiency of the enterprise risk management and the effectiveness of internal control to prevent corruption in the organization.
  • Inspect the accuracy, efficiency and effectiveness of the information technology system related to the financial report and the internal control.
  • Inspect the references related to the implementation that may remarkably affect the company's business operations such as any conflict of interest, corruption, unusual conduct or mistakes occurring to the internal control system.
  • The company shall report the inspection results as well as suggestions for the improvement of the system to the senior executives and the audit committee.
  • The company shall follow up the inspection result to ensure that the inspection department has proceeded with the improvement of existing mistakes.
  • The company shall provide productive suggestions for the audit committee, senior executive and chief of the inspection department. The suggestions shall relate to risk management, internal control and corporate governance.
  • The company shall provide suggestions and advice on the internal control of the company's newly implemented system.
  • The company shall cooperate with other inspection departments such as auditor and other related agencies to ensure the effectiveness of the inspection and reduce the complexity in business operations.
  • The company shall assist in other tasks related to the internal audit aside from the scheduled annual inspection plan assigned by the senior executive and the audit committee.

Reporting and Inspection Follow-Up

  • The internal auditor shall prepare the report of the inspection results, important points, possible impacts and suggestions to be submitted to the chief of the inspection department in order to ensure on-time improvement of the internal audit system conducted by the chief of the inspection department.
  • Chief of the internal audit is required to report the inspection results, important points, possible impacts and suggestions to the senior executives and the audit committee for acknowledgement.
  • In cases where any possible mistakes are found in the inspection, it is required that the following requirements are pursued.
  • In a case where the mistake is caused by misconduct irrelevant to the specified requirements but considered as minimal, the internal auditor shall inform the inspection department immediately to ensure further improvement of such mistake.
  • In a case where the mistake is caused by misconduct irrelevant to the specified requirements and considered as a severe mistake that causes huge damage to the company, the chief of the internal audit shall inform the chief of the inspection department immediately while providing suggestions and proceeding with the follow-up action on the improvement of such mistake. It is also required to report all such cases to the audit committee.
  • In a case where the mistake resulted from the irrelevant inspection system corresponding to the company's policies, the chief of the internal audit is required to inform the chief of the inspection department immediately in order to ensure improvement before submitting a report to the senior executive.
  • In a case where the chief of the inspection department shall disagree with the suggestions provided by the internal auditor or the chief of internal audit, the chief of the internal audit is required to inform such case to the senior executive for consideration. If the disagreement is still unsolved, the chief of the internal audit shall report such case to the audit committee for final consideration.
  • In a case where the inspection is deemed as or believed to be corruption, the chief of the internal audit shall report the inspection result and other references to the senior executive for acknowledgement to proceed with the company's policies and requirements. It is also required to report all such cases to the audit committee.
  • In a case where a mistake is caused by a senior executive, it is required to be reported to the audit committee immediately.
  • It is required that an annual inspection plan be prepared and submitted to the senior executive and the audit committee for consideration and approval by December of every year.
  • The chief of the internal audit shall arrange a follow-up plan to monitor the inspection results and report such results to ensure that the chief of the inspection department has implemented the inspection efficiently.

Quality Assessment

The chief of the inspection department shall conduct a quality assessment of every internal audit to ensure the improvement of the internal audit system aiming for greater effectiveness.

For the quality assessment of the management's internal audit and the internal audit conducted by an independent party from outside the organization, the chief of the internal audit shall submit the report on the quality assessment to the senior executive and the audit committee for acknowledgement.

This Internal Audit Charter is approved by the Board of Directors of Vichitbhan Palmoil Public Company Limited in the committee meeting No. 6/2556 dated September 23, 2013, effective from September 24, 2013.