Form to report on names of members and scope of work of AC

F 24-1 Form to Report on Names of Members and Scope of Work of the Audit Committee The Board of Directors meeting of Dusit Thani Public Company Limited No. 1/2009 held on February 25, 2009 resolved the meeting s resolutions in the following manners: Appointment of the audit committee/Renewal for the term of audit committee: Chairman of the audit committee Member of the audit committee As follows: (1) (2) (3) (4) , the appointment/renewal of which shall take an effect as of (date) Change in the scope of duties and responsibilities of the audit committee with the following details: 1. To review an adequacy of the Company s Risk Management processes. 2. To report the Audit Committee s performance to Board of Directors at least quarterly. 3. If Audit Committee finds any matter which has material impact on the financial status and the Company s performance, the committee shall report such finding to Board of Directors so that the Board can seek a solution within timely manner: - Report on conflict of interest - Suspected or presumed fraud or irregularity or material defect in the internal control system - Suspected infringement of the SEC Act, the SET notifications & regulations, or relevant laws related to the Company s business If the audit committee finds that such finding has been unreasonably ignored, any member of the Audit Committee may report such finding to the Office of the SEC or the SET. 4. If external auditor has reasonable doubt that Board, Management or any other responsible persons for the Company s performance violate the laws and report to Audit Committee to urgently investigate, the Committee must primarily report investigating results to the office of SEC and external auditor within 30 days since the day acknowledged. The method to pursue the facts of such behavior as mentioned will be in accordance with Capital Market Supervision s prescription. Term Term of Audit Committee member is 3 years. Each member shall be in post no longer than 3 terms except getting a special approval by Board of Directors. , the change of which shall take an effect as of February 25, 2009 The audit committee is consisted of: 1. Chairman of the audit committee Professor Hirun Radeesri remaining term in office 2 year(s) 2. Member of the audit committee Professor Sansern Kraichitti remaining term in office 2 year(s) 3. Member of the audit committee Mr. Sakdi Kiewkrankha remaining term in office 2 year(s) 4. Member of the audit committee - remaining term in office - year(s) Secretary of the audit committee Mrs. Jongkonnee Chantavorakit Enclosed hereto is 3 copies of the certificate and biography of the audit committee. The audit committee number(s) 1 & 3 has/have adequate expertise and experience to review creditability of the financial reports. The audit committee of the company has the scope of duties and responsibilities to the Board of Director on the following matters: 1) To review the accuracy and adequacy of the Company s financial reporting. 2) To ensure that the Company has an effective internal control system and internal auditing in place and also ensure the independency of the Internal Audit Department and to approve the appointment, transfer, termination or promotion of the head of Internal Audit Department or other relating Internal Auditing. 3) To review the Company s compliance with the Securities and Exchange Commission Act, the SET notifications & regulations, and the relevant laws relating to the Company s business. 4) To consider, select, nominate, and recommend the Company s external auditor and its remuneration and to participate in the meeting with the external auditor without the Company s management at least once a year. 5) To ensure that the related transactions or transactions that may lead to conflict of interest has been done in compliance with the laws and the SET notifications & regulations so as to ensure that they are justified and contribute to the best interest of the Company. 6) To review an adequacy of the Company s Risk Management processes. 7) To report the Audit Committee s performance to Board of Directors at least quarterly. 8) To prepare the Audit Committee s report and disclose it in the annual report of the Company and signed by the Chairman of the Audit Committee in such a report. Such report should contain at least the following details: 8.1) Comment on the accuracy, adequacy and reliability of the Company s financial report. 8.2) Comment on the adequacy of the Company s internal control system. 8.3) Comment on the compliance with the SEC Act, the SET s notifications or relevant laws related to the Company s businesses 8.4) Ground to believe that the Company s external auditor nominated by Audit Committee is suitable 8.5) Comment on transactions that may lead to conflict of interest 8.6) the frequency of Audit Committee meeting and the participation of each members 8.7) Overview comments and notices on the Company which Audit Committee obtains from the duties according to this charter 8.8) any other report which should be made to the shareholders and general investors within the scope of duties and responsibilities assigned by Board of Directors 9) To perform any other duties assigned by Board of Directors. 10) If Audit Committee finds any matter which has material impact on the financial status and the Company s performance, the committee shall report such finding to Board of Directors so that the Board can seek a solution within timely manner: 10.1) Report on conflict of interest 10.2) Suspected or presumed fraud or irregularity or material defect in the internal control system 10.3) Suspected infringement of the SEC Act, the SET notifications & regulations, or relevant laws related to the Company s business If the audit committee finds that such finding has been unreasonably ignored, any member of the Audit Committee may report such finding to the Office of the SEC or the SET. 11) If external auditor has reasonable doubt that Board, Management or any other responsible persons for the Company s performance violate the laws and report to Audit Committee to urgently investigate, the Committee must primarily report investigating results to the office of SEC and external auditor within 30 days since the day acknowledged. The method to pursue the facts of such behavior as mentioned will be in accordance with Capital Market Supervision s prescription. Authority 1) Audit Committee can invite the Board member, management, manager or any relevant employee to discuss or answer the matter being audited. 2) Audit Committee is also authorized to hire or bring in specialists to assist with their mission, as, it deemed appropriate. Term Term of Audit Committee member is 3 years. Each member shall be in post no longer than 3 terms except getting a special approval by Board of Directors. If any committee member is unable to hold office until expiration of the term of service in any other circumstance, Board of Directors should appoint a new qualified member to fill up the vacancy. The replaced member shall hold the position for remaining term of the former member. The company hereby certifies that 1. The qualifications of the aforementioned members meet all the requirements of the Stock Exchange of Thailand; and 2. The scope of duties and responsibilities of the audit committee as stated above meet all the requirements of the Stock Exchange of Thailand Signed Director ( Mrs. Sinee Thienprasiddhi ) (Seal) Signed Director ( )