Sub Committees

Audit Committee comprises of Independent Director 3 members as follows:

Audit Committee No.1 has adequate knowledge and experience to review reliability of the Company’s financial statements. Miss. Siriporn Ninklum is an Audit Committee’s secretary.

Scope of Authority and Responsibilities of the Audit Committee

1. To ensure that the Company has fairly presented financial reports and fully disclosed information.
2. To ensure that the Company has the appropriate and effective internal control and internal audit systems maintains the independence of the internal audit system, approves the appointment, transfer, terminate the employment of the Chief of the Internal Audit Unit and other departments responsible for internal audit.
3. To ensure the Company’s compliance with the Laws related to the Securities and Stock Exchange, the Requirements of the Stock Exchange of Thailand and the business of the Company.
4. To verify the correctness and completeness of the related matters or the matters which could cause conflict of interest.
5. To verify and give comments on preventive anti-corruption measures in line with the company’s anti-corruption policy. Make sure that these measures are efficient and effective.
6. To verify the Company’s risk management with efficiency and effectiveness compliance with good corporate governance principles and sustainability development Corruption Risk Management and a whistleblowing notification system.
7. To consider, select, propose, appoint and terminate the employment of any independent person and auditor approved by the Office of Securities and Exchange Commission to perform duty of auditing the company’s account and to offer the consideration of the auditor including attending the meeting with the auditor without the meeting organizing department at least once a year. And including of significant event or abnormal transaction must be reported directly to the Audit Committee.
8. To prepare and disclose the report of corporate governance of the Audit Committee publicly in the annual report of the Company signed by the Chairman of the Audit Committee.
9. To review the charter of the Audit Committee and Internal Audit as necessary and appropriate at least once a year.
10. To review the report about the violation of business ethics and company’s regulation.
11. To ensure scope of the policy management of information technology and security measure for the information technology system.
12. To evaluate of performance, Problems and obstacles of the Internal Auditor as well as propose improving process at least once a year.
13. To carry out any other tasks .assigned by the Board of the Director as approved by the Audit Committee.

Nomination and Compensation Committee comprises 3 members as follows:

Miss Siriporn Ondee is a Nomination and Compensation Committee’s secretary.

Scope of Authority and Responsibilities of the Nomination and Compensation Committee

1. Nomination
   1. 1.1 To consider the appropriateness of structures and compositions of the Board of Directors and Sub- Committee.
   2. 1.2 To consider criteria and procedures for recruiting qualified candidates to a director and the executive management positions, comply with Corporate Governance best practice.
   3. 1.3 To consider the selection of qualified directors according to the criteria and procedure of nomination of directors, sub-committee and executive management proposed to the Shareholders’ Meeting or the Board of Director, depending on the composition of the Board, knowledge, ability and experience that are beneficial to the company business.
   4. 1.4 To provide development plan, knowledge and skill in directorship continuous, provide an orientation new director to know deeply information related to business operation and related regulatory.
   5. 1.5 To review the succession plan for the board and top management.
2. Compensation
   1. 2.1 Stipulate regulations and review remuneration structure of the Board of Directors, the Sub-Committees by proposing to the Board of Directors to approve and proposed to the meeting of the shareholders for approval.
   2. 2.2 Determine the evaluation regulations and remuneration for top management by proposing to the Board of Directors to approve.
   3. 2.3 Consider the remuneration structure for staff members and propose the timeline for salary adjustment and annual bonus for the group company to the Board of Directors for an approval.
   4. 2.4 Consider conditions of the issuance of new securities as appropriate and provide approval upon the Company’s issuance of new securities to the Directors or staff and when the Directors or staffs receive the new securities of more than (five) 5% of the total allotted securities. There should be no Directors or employee receive the aforementioned allotted securities more than (five) 5%.
3. Evaluation of its own performance, the Nomination and Compensation Committee 1 time per year for presentation to the Board of Directors.
4. Annually prepare performance yearly report to the Board of Directors and shareholders’ meeting.
5. To revise the Charter of the Nomination and Compensation Committee 1 time per year as necessary and appropriate.
6. To perform other duties as assigned by the Board of Directors and law regulations or as necessary and appropriate.

Risk Management and Sustainability Oversight Committee comprises 4 members as follows:

Ms. Kwandao Duangjan is a Risk Management and Sustainability Oversight Committee’s secretary.

Scope of Authority, Duties and Responsibilities of Risk Management and Sustainability Oversight Committee

1. To scrutinize company-Risk Management Policy and overall procedures that covered all defined important Risks which are as Financial Risk; Investment Risk; Operation Risk; Fraud Risk; Emerging Risk, including Sustainability Risk. To assessment following up review the sufficiency of execution and its effectiveness of The Risk Management Policy and its system for propose to The Board of Director for approval.
2. To identify the acceptable risk levels, strategies, risk management plans and required resources in managing organizational risks to ensure they align with the risk management policy and the Company’s business strategies and directions.
3. To oversight execute and manage The Risk Management Strategy continuously to make sure that such strategies and all related procedures/process have been implemented appropriately and efficiently covering all defined Risks until they are in the Risk Appetite Level.
4. To consider and approve of the risk management reports and disclose to the public.

1. To consider and review the policy, strategies, objectives, and sustainability execution plan, covering environmental, social, governance and economic dimensions, and propose to the Board of Director for approvals.
2. To support and encourage an awareness and cooperation in sustainability operations within the organization, by providing suggestions and encouraging the integration of sustainability operations with the business strategies, risk management and the Company’s execution plans both in the short and long term to achieve the desired sustainability goals.
3. To ensure that the operations align with the policy, strategies, and sustainability execution plans, and propose the Company’s sustainability practices that cohere with good practices and international standard and encourage continuous improvement.
4. To consider and approve of the Company’s key sustainability issues annually to align with stakeholders’ demand and expectations, external context, organizational directions, and objectives, and propose to the Board of Directors for approvals, and assign the management to take responsive actions and follow up.
5. To consider and approve the sustainability reports and disclose them to the public.