Notification of the Appointment of the Chairman of Board of Directors, Audit Committee and Form to report on Names of Members and Scope of Work of the Audit Committee (F24-1)

The Stock Exchange of Thailand · 1d ago
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 ______________________________________________________________________ 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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