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Notification of the change in the Accounting Policy, Divident Policy and Appointment of the Member of Audit Committee
We, Syntec Construction Public Company Limited
(the company), would like to notify the resolution
of Board no.5/2007 that held on 15th May 2007 by
the regarding of subject matter are as follows :
1.Change in accounting policy.
On 11 October 2006, the Federation of Accounting
Professions (FAP) announced that the Thai Accounting
Standard No. 44 (TAS No.44) Consolidated Financial
Statements and Accounting for Investments in
Subsidiaries is to be revised. FAP announcement No.
26/2006 requires a parent company which has
investments in a subsidiary company, an entity under
joint control, or an associate company, which is not
classified as a held for sale investment, to record
such investment in accordance with either the cost
method or with the recognition and measurement basis
for financial statements (when an announcement is
made), instead of the equity method currently used.
Since 1 January 2007, the Company has,
accordingly, changed its accounting policy for its
investments in joint ventures or associates in the
separate financial statements from the equity method
to the cost method to conform with the announcement
of FAP. The change in accounting policy has been
applied retrospectively and the Company’s 2006
financial statements, which are presented for
comparative purposes, have been restated
accordingly.
The effects of the change in accounting policy on
the financial statements are as follows:
Separate financial
statements
increase (decrease)
2550 2549
(in thousand Baht)
Retained earnings
as at 1 January 28,649 -
Deficit as at 1 January - (39,132)
Beginning balance provisions
as at 1 January (1,754)
(12,014)
Total assets / Shareholders’
equity as at 1 January 30,403 51,146
Investment in shares of
joint ventures and associates as
at 1 January 28,649 39,132
Beginning balance provisions
as at 1 January (1,754)
(12,014)
Share of profit from investments
accounted for using the equity
Method, net, for the three-month
period ended 31 March (11,667) (12,880)
Total assets / Shareholder’s
equity as at 31 March 18,736 38,266
Basic earnings per share (Baht) - -
Conclusion: The following change of accounting
policy by the Company has no effect on the
consolidated financial statements of the Group.
2. To re-consider and approve the dividend policy of
the Company
The Meeting resolved to re-consider the dividend
policy of the Company. Due to the recent
announcement by the Federation of Accounting
Profession requiring listed companies to change the
method on recording investments in subsidiaries on
the Company level from Equity Method to Cost Method
which may make the net profits on the company level
and the consolidated level come out differently.
Therefore, to avoid confusions to investors, the
Meeting resolved to approve the dividend policy of
the Company to pay dividends from the net income in
the separated financial statements provided that the
company is profitable and has adequate retained
earnings.
3. Appointment of the Member of Audit Committee
Pursuant to the Annual General Meeting of the
Company’s Shareholders No.1/2007, held on 30 April
2007, the meeting has appointed Dr.Arichai Ractham,
new directors, to replace the directors whose term
has expired. After that the Board of Directors
meeting of the Company No.5/2007, held on 15 May,
2007 has the resolutions, in order to accelerate the
flexibility, as follows:
1. Appointing Dr.Arichai Ractham as Member of Audit
Committee to replace Mr.Tawee Kullertprasert.
Therefore, at on 15 May 2007.
2. Appointing Mr.Tawee Kullertprasert as directors
who have the power to sign on behalf of the company
are as follows: Mr.Somchai Sirilertpanich,
Mrs.Angsana Weerachatsakul, Mr.Tawee Kullertprasert,
any 2 of 3 directors jointly sign or and the
Company’s seal being affixed.
Names of members of the Audit Committee are as
follows:
Name / Title / Remaining terms of holding office
: Mr.Chaiwat Atsawintarangkun / Chairman of the
Audit Committee,Independent Director/2.5 year(s)
: Miss.Benjawan Sinkunakorn / Memberof the Audit
Committee, Independent Director / 2.5 year(s)
: Dr.Arichai Ractham / Member of the Audit
Committee, Independent Director / 2.5 year(s)
Please be informed accordingly.
Sincerely yours,
(Mr.Somchai Sirilertpanich)
Managing Director
F 24-3
Form for Report on Names of Members and Scope of
Performance of the Audit Committee
The board of directors meeting of Syntec
Construction PCL No.5/2007 held on 15 May 2007
passed resolutions appointing Member of the Audit
Committee / Scope of Performance with the following
details :
1.Dr.Arichai Ractham
therefore, at on 15 May 2007
1.Names of members of the Audit Committee and
Remaining terms of holding office are as follows :
- Chairman of the Audit Committee/Mr.Chaiwat
Atsawintarangkun / 2.5 year (s)
- Member of the Audit Committee / Miss.Benjawan
Sinkunakorn / 2.5 year (s)
- Member of the Audit Comittee / Dr.Arichai
Ractham / 2.5 year (s)
- Secretary of the Audit Committee / Mr.Pornanan
Vongniphon
2.The Audit Committee of the Company has the scope
of duties and responsibilities, and shall report to
the board of directors on:
1) Review the Company’s financial report to
be correct and sufficient.
2) Review the Company to have proper and
efficient Internal Control and Internal
Audit.
3) Considering, selecting, nominating and
offering remuneration to the Company’s
auditors.
4) Review the Company to respect the law on
stock and stock exchange, regulation of
the Stock Exchange of Thailand or other
laws relating to the Company’s business.
5) Considering disclosure of the Company’s
data in case of related transactions or
transactions that may have conflict of
interest to be correct and complete.
6) Making report on governance of the Audit
Committee revealed in the Company’s annual
report signed by the Chairman of the Audit
Committee.
7) Assigning, discharging, removing or filing
executives of the internal audit division.
8) Considering budget and manpower of the
internal audit division.
9) Considering internal control, plan and
auditing guidelines including evaluation
of the Company’s duty performing audit on
a basis of process and standard widely
accepted.
10) Supervising, review and commenting for
performance of internal audit division and
coordinating with the auditors.
11) Executing other activities as determined
by the law or as assigned by the Board of
Directors. In compliance with the extent
of role and responsibility the committee
is able to call or order the management
level, head of divisions or the Company’s
related employees to give comment, attend
meetings or submit documents as
appropriateness.
The Company hereby certifies that the aforementioned
members meet all the qualifications prescribed by
the Stock Exchange of Thailand.
Signature Director
(Mr.Somchai Sirilertpanich )
(Seal)
Signature Director
(Mrs.Angsana Weerachatsakul)
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