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

The Stock Exchange of Thailand · 2d 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.SAKCHAI WONGCHAISURIYA No : 2 Audit Committee's Position : AUDIT COMMITTEE Full Name : MissBENJAWAN PRASANSAP No : 3 Audit Committee's Position : AUDIT COMMITTEE Full Name : Mr.PRAYUT WIBOONSIRICHAI No : 4 Audit Committee's Position : SECRETARY OF THE AUDIT COMMITTEE Full Name : Mrs.PIRAYA CHANYARAK 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 : Duties & Responsibilities Financial Reporting 1. Review the companys financial reporting to ensure that the information disclosed is accurate, complete, and reliable, in accordance with financial reporting standards. This involves coordinating with external auditors and relevant management on both a quarterly and annual basis. The Audit Committee may also request that the external auditors review or examine any specific items deemed necessary or significant during the course of the companys audit. Internal Control, Risk Management, and Anti-Corruption (CAC) 2. Review the companys internal control and risk management systems to ensure they are appropriate, adequate, and effective, in alignment with international frameworks (such as COSO), in consultation with both external and internal auditors. 3. Review the companys internal control systems, measures, and risk management processes regarding anti-corruption to ensure they are appropriate, adequate, and consistent with the guidelines of the Thai Private Sector Collective Action Against Corruption (CAC). This includes reviewing the self-assessment form on anti-corruption measures, which is required for the three-year certification renewal cycle. 4. Continuously review and monitor key risksas identified by the Risk Management Committeeincluding risks related to cybersecurity, information technology, and personal data protection. 5. Review the reliability and completeness of the processes for preparing and disclosing sustainability-related information. This includes significant non-financial information in the 56-1 One Report, as well as a review of 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, dismissal, and annual performance evaluation of the Chief Audit Executive (CAE) 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 annual risk-based 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 risks. 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) within 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, while also monitoring the progress of ongoing quality improvement initiatives. Oversight of External Auditors 12. Consider, select, propose the appointment of, and propose the termination of an independent party to serve as the Companys external auditor. This includes recommending the auditors remuneration, taking into account the firms credibility, the adequacy of its resources, the volume of its audit workload, 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 Companys compliance with the Securities and Exchange Act, the regulations of the Stock Exchange of Thailand (SET), and other laws relevant to the Companys business operations. 15. Review Related Party Transactions (RPT), potential conflicts of interest, and material transactions involving the acquisition or disposal of assets, ensuring they are accurate, complete, and in compliance with the law and SET regulations. Furthermore, monitor 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 summaries of fraud investigations and determining internal preventive measures. Urgent Reporting of Irregularities 17. Investigate suspicious circumstances reported by an auditorspecifically, instances where a director, manager, or any person responsible for the companys operations may have committed an offense under the laws governing securities and exchange. The preliminary findings of such an investigation must be reported to the Board of Directors, the Securities and Exchange Commission (SEC), and the auditor within 30 days of receiving the notification. The criteria for defining "suspicious circumstances" and the procedures for fact-finding shall be in accordance with the regulations prescribed by law and the Capital Market Supervisory Board. 18. In the event of significant irregularities: If any of the following transactions or actions are discovered or suspectedwhich could have a material impact on the companys financial position or operating resultsthe Audit Committee shall report the matter to the Board of Directors to ensure that corrective actions are taken within an appropriate timeframe: -Transactions involving conflicts of interest. -Fraud, irregularities, or significant deficiencies in the internal control system. -Violations of the laws governing securities and exchange, the regulations of the Stock Exchange of Thailand, or other laws relevant to the companys business operations. (In the event that the Board of Directors or the management fails 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. The Audit Committee is empowered to conduct investigations and inquiries as necessary. This includes the authority to engage or invite independent professional advisors to provide opinions or counselat the companys expensewhenever deemed necessary to ensure the effective fulfillment of its duties and responsibilities. Other Matters 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.vanchai Luengviriya ) Chief Executive Officer and Managing Director Authorized to sign on behalf of the company Signature _________________ ( Mr.Rerngchai Rurngpayoongsak ) 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. If you would like to see the full details of this information, please click view "full details" in attached file.