Notification of Changes to the Scope, Duties, and Responsibilities of the Audit Committee

The Stock Exchange of Thailand · 1d ago
Form to Report on Names of Members and Scope of Work of the Audit Committee (F24-1) Date of shareholders/board resolution : 12-Nov-2026 The Determination/Change of which shall : 12-Nov-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 : Mr.THAMNOON ANANTHOTHAI No : 2 Audit Committee's Position : AUDIT COMMITTEE Full Name : MissNARTRUIDEE UNTHANUWAT No : 3 Audit Committee's Position : AUDIT COMMITTEE Full Name : Mr.BOONYABARAMEE SAWANGWONG No : 4 Audit Committee's Position : SECRETARY OF THE AUDIT COMMITTEE Full Name : Ms.Siriphorn Suasagoon 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 : Duties & Responsibilities Financial Reporting 1. Review the company financial reporting to ensure that information is prepared and disclosed accurately, completely, and reliably in accordance with financial reporting standards, in coordination with the external auditor and relevant management, on both a quarterly and annual basis. The Audit Committee may recommend that the external auditor review or examine any specific items deemed necessary and significant during the course of the company audit. Internal Control, Risk & Anti-Corruption (CAC) 2. Review the company internal control and risk management systems to ensure they are appropriate, sufficient, and effective, in line with international frameworks (such as COSO), in consultation with the external auditor and the internal auditor. 3. Review the company internal control systems, measures, and risk management processes regarding anti-corruption to ensure they are appropriate, sufficient, and aligned with the guidelines of the Thai Private Sector Collective Action Against Corruption (CAC). This includes reviewing the self-assessment form on anti-corruption measures as part of the three-year certification renewal cycle. 4. Review and monitor the management of key risksas identified by the Risk Management Committeeincluding risks related to cyber security, information technology, and personal data protection. 5. Review the reliability and completeness of the processes for preparing and disclosing sustainability-related information. Including significant non-financial information in the 56-1 One Report, as well as reviewing the adequacy of the internal control system related to such information. 6. Review and provide an opinion on the annual assessment of the adequacy of the internal control system for submission to the Board of Directors and for disclosure in the 56-1 One Report. Governing Internal Audit 7. Review, screen, and approve the Internal Audit Charter on an annual basis, and submit it to the Board of Directors for final approval. Any amendments to the Charter must be approved by the Board of Directors before taking effect. 8. Review, screen, and approve the appointment, transfer, removal, or termination of the Chief Audit Executive (CAE), as well as their annual performance evaluation, to ensure that the internal audit function and its reporting remain independent, impartial, and free from any management interference. 9. Approve the internal audit strategic plan, the risk-based annual audit plan, and key performance indicators (KPIs). Additionally, assess the adequacy and appropriateness of the budget, staffing levels, and necessary technology to ensure that the internal audit function possesses sufficient capacity to address risk management. 10. Encourage the internal audit function to coordinate, collaborate, and share information with external auditors and other consultants. 11. Oversee the implementation of a Quality Assurance and Improvement Program (QAIP) for the internal audit function, which includes annual internal self-assessments and an external quality assessment (EQA) conducted by an independent party at least once every five years; furthermore, monitor the progress of ongoing quality improvement initiatives. Oversight of External Auditors 12. Consider, select, recommend the appointment of, and propose the termination of an independent party to serve as the Company external auditor. This includes recommending the auditor remuneration, taking into account the auditor credibility, the adequacy of their resources, the volume of audit work, and the experience of the assigned personnel, for submission to the Board of Directors and the shareholders' meeting. 13. Evaluate the independence, performance, and quality of the external auditor, and assess the appropriateness of any non-audit services provided. Compliance and Related Party Transactions (RPT) 14. Review the Company compliance with securities and exchange laws, regulations of the Stock Exchange of Thailand (SET), and other laws relevant to the Company business operations. 15. Review Related Party Transactions (RPT), potential conflicts of interest, and material transactionssuch as the acquisition or disposal of significant assetsto ensure they are accurate, complete, and in compliance with applicable laws and SET regulations. This includes regularly monitoring the progress of such transactions in coordination with management, with a particular focus on high-value, long-term construction and development investment projects, to ensure they are reasonable and serve the best interests of the Company. Whistleblowing 16. Review and oversee the implementation of channels and processes for receiving complaints and reports of misconduct (whistleblowing mechanism) from both within and outside the organization, ensuring they are secure and transparent. This includes establishing fair protection measures for whistleblowers, as well as reviewing the outcomes of fraud investigations and implementing internal preventive measures. Urgent Reporting 17. Investigate suspicious circumstances reported by an auditorspecifically, instances where a director, manager, or person responsible for the company operations may have committed an offense under the laws governing securities and exchange. A preliminary investigation report must be submitted to the Board of Directors, the Securities and Exchange Commission (SEC), and the auditor within 30 days of receiving the notification. Such suspicious circumstances and the procedures for fact-finding shall be in accordance with the criteria prescribed by law and the Capital Market Supervisory Board. 18. Significant Irregularities: In the event that any of the following transactions or actions are discoveredor suspected to have occurredwhich could materially impact the company financial position or operating results, the Audit Committee shall report the matter to the Board of Directors to ensure that corrective actions are taken within an appropriate timeframe: 18.1 Transactions involving conflicts of interest. 18.2 Fraud, irregularities, or significant deficiencies in the internal control system. 18.3 Violations of the laws governing securities and exchange, the regulations of the Stock Exchange of Thailand, or other laws relevant to the company business operations. (Should the Board of Directors or management fail to implement corrective measures within the specified timeframe) (Any individual member of the Audit Committee may report such transactions or actions to the Office of the Securities and Exchange Commission (SEC) or the Stock Exchange of Thailand.) Investigation Authority 19. Possess the authority to conduct investigations and inquiries as necessary, including the authority to engage or invite independent professional advisors to provide opinions or counselat the company expensewhenever deemed necessary to ensure the effective fulfillment of duties and responsibilities. 20. Perform any other tasks 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.SUWAT LUENGVIRIYA ) Chief Executive Officer and Managing Director Authorized to sign on behalf of the company Signature _________________ ( Mr.SUTHAT BOONYAUDOMSART ) Deputy Managing Director, Accounting and Finance 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. If you would like to see the full details of this information, please click view "full details" in attached file.