Change of director/Executive
Expired by rotation
The date of board's resolution/submit : 05-Oct-2026
news
Director Name : Mr. TAWEE SRICHAINAK
Position in company (1) : CHAIRMAN OF BOARD OF DIRECTORS
Effective Date (1) : 23-Aug-2022
Expire Date (1) : 30-Sep-2026
Position in company (2) : INDEPENDENT DIRECTOR
Effective Date (2) : 23-Aug-2022
Expire Date (2) : 30-Sep-2026
Position in company (3) : AUDIT COMMITTEE
Effective Date (3) : 23-Aug-2022
Expire Date (3) : 30-Sep-2026
Terminate Reason : Expired by rotation (term not
expired) : Resigned from position /the company due to Engaged in personal
commitments
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Change of director/Executive
New election
Director Name : MS. Lalitphant Phiriyaphant
Position in company (1) : Chairman
Effective Date (1) : 05-Oct-2026
Position in company (2) : Independent Director
Effective Date (2) : 05-Oct-2026
Position in company (3) : Audit Committee
Effective Date (3) : 05-Oct-2026
______________________________________________________________________
Form to Report on Names of Members and Scope of Work of the Audit Committee
(F24-1)
Date of shareholders/board resolution : 05-Oct-2026
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 8 Month
No : 2
Audit Committee's Position : Audit Committee
Full Name : Mr.SUNTHORN CHANTRAPRAPABEJ
Remaining term in office (year) : 7 Month
No : 3
Audit Committee's Position : Audit Committee
Full Name : MS.Lalitphant Phiriyaphant
Remaining term in office (year) : 7 Month
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 , 3
Scope of duties and responsibilities of the audit committee to the board of
director :
1) Review and ensure that the Company and its subsidiaries prepare accurate,
complete, adequate, reliable, and timely financial reporting (quarterly and
annual) in compliance with applicable accounting standards and financial
reporting standards as required by law. The Audit Committee shall coordinate and
hold meetings with the auditor and management responsible for the preparation
of the financial reports (quarterly and annual) and adequate disclosure of
information, and shall present such reports to the Board of Directors and/or the
shareholders meeting, as the case may be, for further consideration and
approval.
In carrying out such duties, the Audit Committee shall oversee management
responsibility for the preparation of the Company financial statements, while
the external auditor shall be responsible for auditing such financial
statements. The Audit Committee and the Board of Directors jointly acknowledge
that management, the internal auditors, and the external auditor have greater
resources and time, as well as more extensive knowledge and expertise in
accounting, auditing, internal control systems, and the Company financial
reporting processes than the Audit Committee. Accordingly, the Audit Committee
oversight role with respect to such financial reporting shall not be construed
as providing any special assurance or guarantee regarding the financial
statements and financial information presented by the Company to its
shareholders and other persons.
2) Review and ensure that the Company and its subsidiaries maintain
appropriate, adequate, and effective internal control and internal audit
systems.
3) Review and approve the internal audit plan in conjunction with the
internal auditor, particularly with respect to the internal control system and
financial management processes. Consider and provide comments and observations
on the budget and staffing levels of the Internal Audit Department for
submission to management for approval. Consider the internal audit plan and
scope of work of the Company internal auditor and external auditor, as well as
any internal audit consultant, if applicable, to ensure that their respective
activities are complementary and not duplicative. Review internal audit reports
and follow up on issues identified in such reports.
4) Review and ensure that the Company and its subsidiaries comply with the
laws governing public limited companies, the Securities and Exchange Act, the
regulations of the Stock Exchange of Thailand, and other laws applicable to the
Company business. The Audit Committee shall also review and ensure that the
Company subsidiaries comply with the requirements prescribed under the Policy on
the Governance of Operations of Subsidiaries and Associated Companies and the
Company Corporate Governance Policy.
5) Consider, select, and nominate independent persons to be appointed as the
Company auditor, and consider the auditor remuneration, taking into account the
auditor credibility, adequacy of resources, audit workload of the audit firm,
experience of the personnel assigned to audit the Company, and the auditor
performance in the previous year. The Audit Committee shall also consider the
removal of the auditor. The Audit Committee shall submit its recommendations and
opinions to the Board of Directors for further consideration and approval.
The Audit Committee shall also coordinate with the auditor regarding the
objectives of the audit, scope, approach, audit plan, issues identified during
the audit, and matters that the auditor considers material. The Audit Committee
shall meet with the auditor without the presence of management at least once a
year.
6) Review the scope and audit procedures proposed by the auditor, including
the reasons for any subsequent changes to the audit plan, if any. The Audit
Committee may recommend that the auditor review or audit any transactions or
matters that it considers necessary and significant during the audit of the
Company and its subsidiaries. The Audit Committee shall also review the auditor
reports submitted to management for corrective action and follow up on the
implementation of such recommendations.
7) Consider related-party transactions, transactions that may involve
conflicts of interest, and acquisitions or disposals of assets of the Company
and its subsidiaries, to ensure that such transactions are accurate, complete,
and in compliance with the Securities and Exchange Act and the regulations of
the Stock Exchange of Thailand, and that information relating to such
transactions is properly and completely disclosed. The Audit Committee shall
also oversee the operations of subsidiaries and associated companies and the
implementation of the Corporate Governance Policy, with a view to ensuring that
such transactions are reasonable and in the best interests of the Company.
8) Prepare the Audit Committee report for disclosure in the Company annual
report. Such report shall be signed by the Chairman of the Audit Committee and
shall contain, at a minimum, the information prescribed by the notifications of
the Securities and Exchange Commission (SEC), including at least the following:
(1) Opinion on the accuracy, completeness, and reliability of the Company
financial reports.
(2) Opinion on the adequacy of the Company internal control system.
(3) Opinion on compliance with the Securities and Exchange Act, the
regulations of the Stock Exchange of Thailand, and other laws applicable to the
Company business.
(4) Opinion on the suitability of the Company auditor.
(5) Opinion on transactions that may involve conflicts of interest.
(6) Number of Audit Committee meetings and attendance of each Audit
Committee member.
(7) Overall opinions or observations received by the Audit Committee from
the performance of its duties under the Charter.
(8) Any other matters that the Audit Committee considers that
shareholders and general investors should be informed of, within the scope of
duties and responsibilities assigned by the Board of Directors.
9) Review and ensure that the Company has an appropriate and effective risk
management process and is able to assess the adequacy and appropriateness of
applying such risk management process strategically to enable the Company to
develop and grow sustainably.
10) Support the work of the Risk Management Working Group and the Board of
Directors in overseeing the Company overall risk management to ensure that risk
management is aligned with the Company operations and that risks to stakeholders
and relevant parties are comprehensively considered.
11) Attend meetings with management and the Internal Audit Department to review
and ensure that the Company has adequate risk management and risk control
systems.
12) In performing its duties, if the Audit Committee identifies or has
reasonable grounds to suspect that any of the following transactions or actions
may have a material adverse effect on the Company financial position and
operating results, the Audit Committee shall report such matters to the Board of
Directors for corrective action within the period deemed appropriate by the
Audit Committee:
(1) Transactions that may involve conflicts of interest.
(2) Any suspicion or reasonable grounds to believe that fraud may have
occurred, or that there are irregularities or significant deficiencies in the
internal control system.
(3) Any suspicion that there may have been a violation of the rules or
requirements of the SEC, the Stock Exchange of Thailand, the laws governing
public limited companies, the Securities and Exchange Act, or other laws or
regulations applicable to the Company and/or its business.
13) If the auditor discovers circumstances giving rise to a reasonable
suspicion that a director, executive, or person responsible for the Company
operations has committed an offense as prescribed by law, and the auditor has
notified the Audit Committee of the facts concerning such circumstances, the
Audit Committee shall report the results of its preliminary investigation to the
SEC within 30 days from the date on which the notification is received. The
circumstances giving rise to such reporting obligation and the procedures for
obtaining facts concerning such circumstances shall be in accordance with the
rules prescribed by the SEC or other applicable regulations.
14) Review and ensure that the Company has an ongoing process for developing
good corporate governance. The Audit Committee shall provide necessary guidance
and recommendations for such development and promote the inclusion of corporate
governance as a regular agenda item at meetings of the Board of Directors and
the Company Annual General Meeting of Shareholders. The Audit Committee shall
also follow up to ensure that the Chairman of the Audit Committee receives a
copy of the report on interests under Section 89/14 of the Securities and
Exchange Act from the Company Secretary within seven business days from the date
on which the Company receives such report.
15) Consider the independence of the Internal Audit Department, including the
adequacy of its budget and personnel. The Audit Committee shall also approve the
appointment, transfer, or dismissal of the Head of Internal Audit or any other
person responsible for the Company internal audit function, and shall evaluate
the annual performance of the Head of Internal Audit.
16) The Audit Committee shall review the appropriateness of the Charter on a
regular annual basis to ensure that its contents remain consistent with the
Company objectives, business strategies, and changes in applicable laws and
regulations. Any material amendment to the Charter shall be subject to approval
by the Board of Directors.
17) Consider the adequacy and effectiveness of coordination between the auditor
and the internal auditor.
18) Review the Company internal processes relating to whistleblowing,
complaints handling, and compliance with the Anti-Corruption Policy, applicable
requirements and laws, and international standards, to ensure that such
processes are robust, appropriate, up-to-date, and effective, in accordance with
the requirements prescribed by the Audit Committee.
19) Perform any other duties as assigned by the Board of Directors and approved
by the Audit Committee.
______________________________________________________________________
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
______________________________________________________________________
This announcement was prepared and disseminated by listed company or issuer
through the electronic system which is provided for the purpose of dissemination
of the information and related documents of listed company or issuer to the
Stock Exchange of Thailand only. The Stock Exchange of Thailand has no
responsibility for the correctness and completeness of any statements, figures,
reports or opinions contained in this announcement, and has no liability for any
losses and damages in any cases. In case you have any inquiries or
clarification regarding this announcement, please directly contact listed
company or issuer who made this announcement.
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