Change of director/Executive
Expired by rotation
The date of board's resolution/submit : 13-Aug-2026
news
Director Name : Mr. KRITTAKORN SAHAKIJPICHARN
Position in company (1) : INDEPENDENT DIRECTOR
Effective Date (1) : 23-Aug-2022
Expire Date (1) : 31-Aug-2026
Position in company (2) : CHAIRMAN OF AUDIT COMMITTEE
Effective Date (2) : 23-Aug-2022
Expire Date (2) : 31-Aug-2026
Position in company (3) : Nomination & Remuneration Committee
Expire Date (3) : 31-Aug-2026
Terminate Reason : Expired by rotation (term not
expired) : Resigned from position /the company due to Due to engaged in personal
commitments.
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Change of director/Executive
Expired by rotation
Director Name : Mrs. WARANGKANA POTSIRISILPA
Position in company (1) : AUDIT COMMITTEE
Effective Date (1) : 25-Apr-2023
Expire Date (1) : 31-Aug-2026
Terminate Reason : Expired by rotation (term not
expired) : Resigned from position /the company due to Appointed as the Chairman
of the Audit Committee.
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Change of director/Executive
New election
Director Name : Mrs. WARANGKANA POTSIRISILPA
Position in company (1) : Chairman of the Audit Committee
Effective Date (1) : 01-Sep-2026
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Change of director/Executive
New election
Director Name : MR. SUNTHORN CHANTRAPRAPABEJ
Position in company (1) : Independent Director
Effective Date (1) : 01-Sep-2026
Position in company (2) : Audit Committee
Effective Date (2) : 01-Sep-2026
Position in company (3) : Nomination and Remuneration Committee
Effective Date (3) : 01-Sep-2026
More detail : Appointed as a replacement for the
director who resigned, to serve for the remainder of the predecessor's term of
office.
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Form to Report on Names of Members and Scope of Work of the Audit Committee
(F24-1)
Date of shareholders/board resolution : 13-Aug-2026
The Determination/Change of which shall : 01-Sep-2026
take an effect as of
The Audit Committee is consisted of
No : 1
Audit Committee's Position : Chairman of the Audit Committee
Full Name : Mrs.WARANGKANA POTSIRISILPA
Remaining term in office (year) : 2 Year 9 Month
No : 2
Audit Committee's Position : AUDIT COMMITTEE
Full Name : Mr.TAWEE SRICHAINAK
Remaining term in office (year) : 8 Month
No : 3
Audit Committee's Position : Audit Committee
Full Name : MR.SUNTHORN CHANTRAPRAPABEJ
Remaining term in office (year) : 8 Month
No : 4
Audit Committee's Position : SECRETARY OF THE AUDIT COMMITTEE
Full Name : MS.PINYAPAT WONGWARACHAI
Number of copies of the certificate and : 1
biography of the audit committee
(persons)
The order of audit committee number(s) that has/have adequate expertise and
experience to review creditability of the financial reports. :
1 , 2
Scope of duties and responsibilities of the audit committee to the board of
director :
1) Review the quarterly and annual financial reporting of the Company and its
subsidiaries to ensure that such reports are accurate, complete, adequate,
reliable, and timely, and comply with applicable accounting standards and
financial reporting standards prescribed by law. The Audit Committee shall
coordinate and meet with the external auditor and the management responsible for
the preparation of the financial statements and disclosure of information, and
shall submit such financial statements to the Board of Directors and/or the
shareholders' meeting (as applicable) for approval. In carrying out these
duties, the Audit Committee shall oversee management's responsibility for the
preparation of the Company's financial statements, while the external auditor
shall be responsible for auditing such financial statements. The Audit Committee
and the Board of Directors acknowledge that management, the internal auditor,
and the external auditor possess greater resources, time, information, and
expertise in accounting, auditing, internal control, and financial reporting
processes than the Audit Committee. Accordingly, the Audit Committee's oversight
of financial reporting does not constitute a separate assurance regarding the
financial statements or financial information presented by the Company to
shareholders or other stakeholders.
2) Review the adequacy and effectiveness of the internal control system and
internal audit system of the Company and its subsidiaries.
3) Review and approve the internal audit plan in consultation with the
internal auditor, particularly with respect to internal control systems and
financial management processes. Consider and provide recommendations on the
budget and staffing of the internal audit function for management approval.
Review the audit plans and scope of work of the internal auditor, the Company's
external auditor, and any internal audit consultants (if any), to ensure
coordination and avoid duplication. Review internal audit reports and monitor
the implementation of corrective actions arising from audit findings.
4) Review the Company's and its subsidiaries' compliance with the Public
Limited Companies Act, the Securities and Exchange Act, the regulations of the
Stock Exchange of Thailand, and all laws relevant to the Company's business.
Review compliance by subsidiaries with the Subsidiary and Associated Company
Governance Policy and the Corporate Governance Policy.
5) Consider, select, and nominate an independent person for appointment as the
Company's external auditor, and determine the auditor's remuneration by taking
into account credibility, adequacy of resources, audit workload of the audit
firm, experience of the assigned audit personnel, and past performance. Consider
the removal of the external auditor where appropriate. The Audit Committee
shall submit its recommendations to the Board of Directors for approval. The
Audit Committee shall also coordinate with the external auditor regarding audit
objectives, scope, approach, audit plan, issues identified during the audit, and
significant matters identified by the auditor. The Audit Committee shall meet
privately with the external auditor, without management present, at least once a
year.
6) Review the audit scope and methodology proposed by the external auditor,
consider the reasons for any subsequent changes to the audit plan, recommend
additional audit procedures or reviews where deemed necessary and material,
review the auditor's management letter, and monitor management's implementation
of the auditor's recommendations.
7) Review connected transactions, transactions that may give rise to conflicts
of interest, and acquisitions or disposals of assets by the Company and its
subsidiaries to ensure compliance with the Securities and Exchange Act and the
regulations of the Stock Exchange of Thailand, and ensure complete and accurate
disclosure of such transactions. Review the governance of subsidiaries and
associated companies and corporate governance policies to ensure that such
transactions are reasonable and in the best interests of the Company.
8) Prepare the Audit Committee Report for inclusion in the Company's Annual
Report. The report shall be signed by the Chairperson of the Audit Committee and
contain at least the information required by the Securities and Exchange
Commission (SEC), including:
(1) An opinion on the accuracy, completeness, and reliability of the
Company's financial statements;
(2) An opinion on the adequacy of the Company's internal control system;
(3) An opinion on the Company's compliance with the Securities and
Exchange Act, the regulations of the Stock Exchange of Thailand, and laws
relating to the Company's business;
(4) An opinion on the suitability of the Company's external auditor;
(5) An opinion on transactions that may involve conflicts of interest;
(6) The number of Audit Committee meetings and attendance records of each
Audit Committee member;
(7) The overall opinions or observations of the Audit Committee in
performing its duties under this Charter; and
(8) Any other information that shareholders and investors should be
informed of within the scope of duties and responsibilities assigned by the
Board of Directors.
9) Review the Company's risk management process to ensure that it is
appropriate and effective, and assess the adequacy and appropriateness of its
implementation as part of the Company's strategic management to support
sustainable growth.
10) Support the Risk Management Working Committee and the Board of Directors in
overseeing the Company's overall risk management framework to ensure that risk
management is aligned with the Company's operations and comprehensively
addresses risks affecting stakeholders and other relevant parties.
11) Meet with management and the internal audit function to review the adequacy
of the Company's risk management and internal control systems.
12) In performing its duties, if the Audit Committee discovers or suspects any
of the following matters that may materially affect the Company's financial
position or operating results, it shall report such matters to the Board of
Directors for corrective action within the period considered appropriate by the
Audit Committee:
(1) Transactions involving possible conflicts of interest;
(2) Suspected fraud, irregularities, or significant deficiencies in the
internal control system; or
(3) Suspected violations of the SEC regulations, the Stock Exchange of
Thailand's rules, the Public Limited Companies Act, the Securities and Exchange
Act, or other laws and regulations applicable to the Company or its business.
13) Where the external auditor identifies circumstances giving reasonable
grounds to suspect that a director, executive, or person responsible for the
Company's operations has committed an offence prescribed by law and reports such
facts to the Audit Committee, the Audit Committee shall submit a preliminary
report to the SEC within thirty (30) days from the date of notification. Such
suspicious circumstances and the procedures for establishing the relevant facts
shall comply with the SEC's regulations and other applicable laws.
14) Review the Company's ongoing development of good corporate governance
practices, provide guidance and recommendations for continuous improvement,
promote the inclusion of corporate governance as a regular agenda item at Board
of Directors' meetings and the Annual General Meeting of Shareholders, and
ensure that the Chairperson of the Audit Committee receives copies of reports of
interests pursuant to Section 89/14 of the Securities and Exchange Act from the
Company Secretary within seven (7) business days after the Company receives
such reports.
15) Review the independence of the internal audit function, including the
adequacy of its budget and staffing, approve the appointment, transfer, or
dismissal of the Head of Internal Audit or any person responsible for the
Company's internal audit function, and evaluate the annual performance of the
Head of Internal Audit.
16) Review the appropriateness of this Charter annually to ensure that its
provisions remain consistent with the Company's objectives, business strategies,
and applicable laws. Any material amendments to the Charter shall be subject to
the approval of the Board of Directors.
17) Review the adequacy and effectiveness of coordination between the external
auditor and the internal auditor.
18) Review the Company's internal processes relating to whistleblowing,
complaint handling, and compliance with the anti-corruption policy, applicable
regulations, laws, and international standards to ensure that such processes
remain robust, appropriate, up-to-date, and effective, as determined by the
Audit Committee.
19) Perform any other duties assigned by the Board of Directors and accepted by
the Audit Committee.
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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
Signature _________________
( Mr.JIRASAK MANATRAKUL )
DIRECTOR
Authorized to sign on behalf of the company
______________________________________________________________________
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Stock Exchange of Thailand only. The Stock Exchange of Thailand has no
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reports or opinions contained in this announcement, and has no liability for any
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