1 Audit engagement letter
1.1 This letter sets out the terms of engagement following the appointment of PricewaterhouseCoopers ABAS Ltd. (hereinafter referred to as “PwC”) as statutory auditors of Golf Channel Company Limited (“the Company”) to audit the financial statements of the Company for the year ending 31 December 2015.
2 Responsibilities of management
2.1 The management is responsible for the maintenance of the Company’s accounting and other records and registers and the preparation of financial statements which are presented fairly, in all material respects, in accordance with Thai Financial Reporting Standards. This responsibility includes designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error, selecting and applying appropriate accounting policies, and making accounting estimates that are reasonable in the circumstances.
2.2 The management is also responsible for making available to us, as and when required, all the Company’s accounting records and all other relevant records, registers and related information, including minutes of all management and shareholders’ meetings. In addition, you will provide us with unrestricted access to persons within the Company from whom we determine it necessary to obtain audit evidence.
2.3 The management is also responsible to provide reasonable assurance for the safeguarding of assets of the Company against loss from unauthorised use or disposition and for the prevention and detection of fraud, error and non-compliance with laws or regulations.
Responsibilities of auditors
Our responsibility as auditors is to examine the financial statements presented to us by the management. We shall report to the shareholders whether, in our opinion, the Company's financial statements present fairly, in all material respects, the financial position of the Company at the date of the statement of financial position and the results of operations and cash flows for the year ending on that date, prepared in accordance with Thai Financial Reporting Standards
Scope of audit
The work that we shall perform to enable us to express our professional opinion will be conducted in accordance with Thai Standards on Auditing. Those standards require that we plan and perform the audit to obtain reasonable assurance as to whether the financial statements are free of material misstatements.
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes evaluation the appropriateness of accounting policies used and the reasonableness of estimates made by management, as well as evaluating the overall presentation of the financial statements.
The nature and extent of our tests will vaiy according to our assessment of what is material in the context of the Company’s financial statements, our assessment of the Company’s accounting system and, where we wish to place reliance on it, the system of internal control.
Because our responsibility is to report on the financial statements as a whole, rather than by individual units or divisions, the nature and extent of our tests and enquiries at each unit or division will vaiy according to our assessment of its circumstances.
Our audit procedures are designed to provide reasonable assurance of detecting errors or irregularities, including fraud and other illegal acts, which are material to the financial statements. There is an unavoidable risk that audits planned and executed in accordance with Thai Standards on Auditing may not detect a material error or irregularity, particularly where there has been concealment through collusion, forgeiy and other illegal acts. There are inherent limitations in performing an audit - for example, audits are based on selective testing of the information being examined - therefore errors and irregularities may not be detected and as a result, our audit can only provide reasonable - not absolute - assurance that the financial statements are free of material misstatement.
The work performed during our audit is not designed to specifically identify matters of governance interest or to determine the adequacy of internal control in the Company's systems. However, if any significant matters of governance interest or material internal control weaknesses in the Company’s systems come to our notice during the course of our audit which we think should be brought to your attention, we shall report them to you. Communications in respect of such matters, if any, will be made orally or in writing. Any information on such matters communicated to you, including written reports should not be
provided to any other parties. We therefore accept no duty or responsibility to any other party with respect to such information or reports.
4.7 Our audit opinion is intended for the benefit of those to whom it is addressed. The audit will not be planned or conducted in contemplation of reliance by any other party or with respect to any specific transaction. Therefore, items of possible interest to such party will not be specifically addressed and matters may exist that would be assessed differently by such party, possibly in connection with a specific transaction.
4.8 The information used by management in preparing the financial statements will invariably include facts or judgements that are not themselves recorded in the accounting records. We shall request that appropriate members of senior management sign a formal representation letter to us confirming such facts or judgements and that all relevant documents have been made available to us.
4.9 We shall not be treated as having notice, for the purposes of our audit responsibilities, of information provided to PwC firms other than those engaged on the audit (for example, information provided in connection with taxation services).
4.10 As the prior year’s audit was performed by another auditor, it may be necessary for us to review the predecessor’s audit working papers prior to the commencement of our examination. We may also need to extend our audit scope in order to satisfy ourselves as to the fair presentation of significant assets and liabilities at the latest statement of financial position date reported upon by the previous auditor and to satisfy ourselves as to the accounting policies adopted in the prior year. Before this review takes place, we would request you to grant permission to the previous auditor to respond fully to our inquiries.
5 Public Offering Services
5.1 We understand that the Company intends to complete the Initial Public Offering (“IPO”) in 2016 or 2017. Accordingly, we agree to provide additional services with respect to the Initial Public Offering as follows:
• reading the Thai Prospectus [and the International Offering Memorandums, if any];
• advising the Company in regards to any amendments to the Thai Prospectus [and the International Offering Memorandums, if any];
• participating in working group meetings as necessary
6 Confidentiality
6.1 We will keep confidential all information we receive from you under this letter and will not
disclose it except if required by law or compulsory process or by a professional or other body of which we are a member or to which we conform. We may give information to other PwC firms and to others involved in this engagement which are subject to confidentiality obligations. Data may be processed and transferred to those who support our operations and client relationship management systems.
7 Assistance
7.1 We may have other PwC firms or others assist in this engagement, but we remain responsible for this engagement and you agree not to bring any claim against anyone other than us in connection with this letter.
8 Other matters
8.1 Thai Standards on Auditing require that we read any public document (such as annual report or prospectus) that contains our audit report. The purpose of this procedure is to consider whether other information in the public document, including the manner of its presentation, is materially inconsistent with information appearing in the financial statements. We assume no obligation to perform procedures to corroborate such other information as part of our audit.
If the Company intends to publish or reproduce, in printed form or electronically (e.g., on an Internet Website), our report together with the financial statements or otherwise make reference to PwC in a document that contains other information, the management agrees to (a) provide us with a draft of such document to read, and (b) obtain our approval for inclusion of our report, before the document is finalised and distributed. Where our audit report is reproduced in any medium, the complete financial statements, including notes, must also be presented.
8.2 The Company may wish to include our audit report on these financial statements in a prospectus or an offering document proposed to be filed under the Thailand Security and Exchange Act B.E. 2535 or in some other securities offering. You agree that the aforementioned audit report, or reference to our firm will not be included in any offering document proposed to be filed in connection with any securities offering without our prior written approval. Any agreement to perform work in connection with an offering, including an agreement to provide such approval, will be a separate engagement and subject to a separate engagement letter.
Additionally, regulations established by certain non-Thailand countries include a requirement for the auditor to be registered in that country if the Company offers its securities to the public in the non-Thailand countiy or provides financial information to a non-Thailand regulator or government. The potential consequences of our non-compliance with these regulatory regimes in a timely manner can be severe for both our Firm and the