Notification of Changes to the Scope, Authority, 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 : 11-Nov-2026
The Audit Committee is consisted of
No : 1
Audit Committee's Position : CHAIRMAN OF THE AUDIT COMMITTEE
Full Name : MissKANYAPAN BURANAROM
No : 2
Audit Committee's Position : AUDIT COMMITTEE
Full Name : Mr.BANTOON MANPAKDEE
No : 3
Audit Committee's Position : AUDIT COMMITTEE
Full Name : Mr.BORWORNSIT SORNSILP
Scope of duties and responsibilities of the audit committee to the board of
director :
Scope of Authority, Duties and Responsibilities
The Audit Committee shall have the scope of authority, duties and
responsibilities in respect of the Company and its subsidiaries, and shall
report to the Board of Directors on the following matters, as well as any other
matters related to and necessary for corporate governance, internal control and
risk management of the Company. The scope of duties and responsibilities shall
not be limited to the matters specified in Clauses 1 to 10
1 Review of Financial Reporting
Review and ensure that the Company prepares and presents accurate, complete and
adequate quarterly and annual financial reports in accordance with the
applicable financial reporting standards, in coordination with the external
auditor and the management responsible for preparing the financial reports.
Review significant issues and the exercise of judgment in the preparation of
financial statements, including Key Audit Matters and the adequacy of
disclosures.
Review the consistency of information contained in the financial reports with
other relevant information, such as the Management Discussion and Analysis
(MD&A) and the Annual Report, to ensure that such information is consistent with
the Company's actual financial position and operating results.
2 Internal Control and Internal Audit
Review and ensure that the Company has appropriate and effective internal
control and internal audit systems in accordance with current international
frameworks and standards, such as the COSO Framework. Assess and review the
adequacy of the internal control system in conjunction with the Board of
Directors at least once a year, and conduct additional reviews whenever events
occur that may have a material impact on the Company's operations.
Oversee the independence and objectivity of the Internal Audit Department by
ensuring that the Internal Audit Department reports directly to the Audit
Committee, and establish mechanisms to prevent management from using its
position or authority to interfere with the work of internal auditors or the
internal control system. Approve the Internal Audit Charter before submitting it
to the Board of Directors for approval; approve the annual internal audit plan
and staffing levels of the Internal Audit Department; and approve the
appointment, transfer, removal and performance evaluation of the Head of the
Internal Audit Department. In this regard, participate in the consideration of
the audit plan, taking into account the types and levels of risks, as well as
the key processes of the Company and its subsidiaries.
Promote and monitor the Internal Audit Department's compliance with the Global
Internal Audit Standards or other international standards that may supersede
them, and ensure that the quality of internal audit work is regularly assessed,
including an external quality assessment review conducted by an independent
external assessor at least once every five years.
3 Regulatory Compliance
Review and ensure that the Company complies with the Securities and Exchange
Act, the regulations and requirements of the Stock Exchange of Thailand, and
other laws relevant to the Company's business, including applicable laws and
licenses.
4 Review of Risk Management
Review the adequacy and effectiveness of the Company's risk management processes
and discuss with management the Company's significant risks and the measures
implemented by management to monitor and control such risks, in coordination
with the Risk Management Committee and while avoiding duplication of roles and
responsibilities. The responsibility for identifying, assessing and managing
risks shall remain with management and the Board of Directors.
Monitor whether management gives due consideration to emerging risks.
5 Review of Internal Controls over Information Technology, Cybersecurity and
Sustainability (ESG) Information
Review the adequacy of governance and internal controls relating to information
technology, cybersecurity, including operational technology (OT) systems and
controls associated with operational processes, and personal data protection, to
ensure compliance with relevant laws and standards. This shall also include
risks arising from emerging technologies, such as artificial intelligence (AI)
and automation systems, by regularly receiving reports from the persons
responsible for information technology. In this regard, the formulation of
technology strategies and plans shall remain the responsibility of management
and the Board of Directors.
Review the reliability of the processes for collecting and disclosing
sustainability information and material non-financial information in the Annual
Registration Statement/Annual Report (Form 56-1 One Report), or any other report
that may supersede it, including the internal controls relating to such
information. This shall be carried out in coordination with the Sustainability
Committee or Working Group (if any), and consideration shall be given to
obtaining assurance or review of such information by an independent assurance
provider, as appropriate. In this regard, the formulation of sustainability
strategies and targets shall remain the responsibility of the Board of Directors
and management.
6 Anti-Corruption and Whistleblowing
Review the effectiveness of the Company's anti-corruption policies and measures,
as well as compliance with the guidelines of the Thai Private Sector Collective
Action Against Corruption (CAC) or other relevant international practices.
Oversee the establishment and maintenance of appropriate channels for receiving
complaints and whistleblowing reports, ensure that mechanisms are in place to
protect whistleblowers, and review the handling and follow-up of significant
complaints.
7 Related-Party Transactions, Material Acquisitions or Disposals of Assets and
Conflicts of Interest
Consider related-party transactions or transactions that may involve conflicts
of interest to ensure compliance with applicable laws and the requirements of
the Stock Exchange of Thailand, and to ensure that such transactions are
reasonable and in the best interests of the Company.
Participate in the consideration of and provide opinions on material
acquisitions or disposals of assets (Material Transactions) to ensure compliance
with applicable laws and relevant requirements. Following approval of such
transactions, monitor their progress in coordination with management on a
regular basis to ensure that the transactions are carried out in accordance with
the approved objectives and conditions.
Establish systems or processes requiring management to continuously report
related-party transactions and acquisitions or disposals of assets that fall
within management's approval authority, together with an analysis of their
reasonableness. Consider whether multiple transactions that are materially
related to one another or form part of the same project may constitute an
attempt to circumvent the applicable transaction criteria.
Monitor the utilization of proceeds obtained from fundraising through the
issuance and offering of securities to ensure that such proceeds are used in
accordance with the disclosed objectives. This shall include overseeing the
establishment of internal control systems to ensure that disbursements are
transparent and auditable, and that reports on the utilization of proceeds are
appropriately made to shareholders within the timeframes prescribed by
applicable regulations.
8 External Auditor
Consider the selection and appointment of an independent person to serve as the
Company's external auditor, propose the auditor's remuneration, and consider the
removal of the external auditor.
Participate in the consideration of and provide opinions from the initial stage
of the auditor selection process, in coordination with management, to establish
clear and appropriate terms of engagement, taking into account the auditor's
independence, competence and length of service.
Evaluate the independence, performance and quality of the external auditor,
including considering the appropriateness of non-audit services provided by the
external auditor.
9 Preparation of the Audit Committee's Report
Prepare the Audit Committee's Report for disclosure in the Company's Annual
Registration Statement/Annual Report (Form 56-1 One Report), or any other
reporting form prescribed by the Stock Exchange of Thailand or the Securities
and Exchange Commission to replace it. Such report shall be signed by the
Chairman of the Audit Committee and shall contain at least the following
information:
Opinions on the accuracy, completeness and reliability of the Company's
financial reports.
Opinions on the adequacy of the Company's internal control system.
Opinions on the Company's compliance with the Securities and Exchange Act, the
requirements of the Stock Exchange of Thailand, and other laws relevant to the
Company's business.
Opinions on the appropriateness of the external auditor.
Opinions on transactions that may involve conflicts of interest.
The number of Audit Committee meetings held and the attendance of each Audit
Committee member.
Overall opinions or observations arising from the Audit Committee's performance
of its duties in accordance with this Charter.
Opinions on the results of the Audit Committee's performance evaluation, both on
a collective and individual basis.
Any other matters that the Audit Committee considers should be brought to the
attention of shareholders and the general public within the scope of its duties
and responsibilities assigned by the Board of Directors.
10 Other Duties
Perform any other duties as assigned by the Board of Directors with the consent
of the Audit Committee. In performing such duties, the Audit Committee shall be
directly accountable to the Board of Directors, while the Board of Directors
shall remain responsible for the Company's operations to external parties.
In the event of any changes to the duties of the Audit Committee, the Company
shall notify the Stock Exchange of Thailand of the resolution approving such
changes, together with the revised list of Audit Committee members and the
revised scope of duties and responsibilities, in the form prescribed by the
Stock Exchange of Thailand, and submit such information to the Stock Exchange of
Thailand within the period prescribed by the Stock Exchange of Thailand from
the date of such changes.
______________________________________________________________________
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.SUPAWAT KHUNWORAVINIJ )
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.
Disclaimer:This article represents the opinion of the author only. It does not represent the opinion of Webull, nor should it be viewed as an indication that Webull either agrees with or confirms the truthfulness or accuracy of the information. It should not be considered as investment advice from Webull or anyone else, nor should it be used as the basis of any investment decision.