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Committees
Audit Committee

The Audit Committee must consist of not less than 3 independent directors, at least one being knowledgeable and experienced in financial review.

Mr. Somkual Musig - In an experience in the financial statements. The Bachelor of Business Administration (Accounting) from Thammasat University.

Scope of Powers and Duties of Audit Committee

  1. Review to ensure proper financial reporting and adequate disclosure by coordinating with an auditor from outside, with the management being responsible for producing financial reports both quarterly and annually. The Audit Committee might suggest the auditor to review or audit any transactions deemed necessary and important during an audit.
  2. Review to ensure the halving of a suitably efficient internal control and internal audit, jointly with external and internal auditors.
  3. Review to ensure that Company performance conforms to the law on securities and stock exchange, Stock Exchange's requirements, or laws related to securities business.
  4. Consider, select and nominate for appointment, a Company auditor and propose auditor emolument with regard to credibility, resourcefulness and amount of audit works of such auditing firm, including the experience of the person designated for auditing.
  5. Consider the Company's disclosure in the event of party-related transactions or those potentially with conflicts of interests to ensure accuracy and completeness and consider approving such transactions for further proposing to the Board's and/or shareholders' meeting.
  6. Carry out anything else as designated by the Board of Directors and agreed to by the Audit Committee, such as review of financial management and risk management, review of adherence by executives to the Code of Conduct, joint review with the management of important reports legally required to be presented to the public such as executive reports and analysis, etc.
  7. Produce and disclose an Audit Committee activity report in the Company's annual report, which is signed by the Chairman of Audit Committee and should consist of the following particulars:
    • Opinion toward the accuracy, completeness and reliability of the production process and disclosure of financial reports.
    • Opinion toward the adequacy of the internal control.
    • Decent reason justifying the appointment of the auditor for another term.
    • Opinion toward compliance with the law on securities and stock exchange, Stock Exchange requirements, and laws related to Company business.
  8. Any other reports that in its opinion should be known by the shareholders and general investors, under the scope of duties and responsibilities assigned by the Board of Directors.
  9. Report the Audit Committee's performance to the Board of Directors at least 4 times a year.
  10. Arrange a meeting between the Audit Committee and the external auditor at least 4 times a year.
The Executive Committee

The Duty and Authority of the Executive Committee

The Executive Committee is to establish policy, guideline, strategy, and core management structure to operate the business of the company corresponding and supportive to the economic environment and competition as announced at the General Shareholders' Meeting. The Executive Committee is to report to the Board of Directors for approval its business plan, budget, and delegation of authority, to enable the Board to follow-up on the policy, the efficient conduct of the company's business, and the operating results according to the approved business plan. The Committee is to engage in financial transaction with financial institution and perform other matters as assigned by the Board of Directors.

The Recruitment and Compensation Committee

The Duty and Authority of the Recruitment and Compensation Committee

  1. Review and establish qualification and recruit individuals for the positions of
    - company director and submit to the Board for appointment consideration at the General Shareholders' Meeting
    - executive committee member and submit to the Board for appointment consideration
  2. Establish criteria for compensation to directors, managing director, and submit to the Board for approval consideration at the General Shareholders' Meeting
  3. Conduct other matters as assigned by the Board of Directors.
  4. To recruit and select the persons to become the directors and chairman of the executives at the expiry of the term or when there is any vacancy or the other executive post assigned by the board of directors.
  5. To provide recommendation on method to evaluate the performance of the directors and the board of directors to the board of directors.
  6. To review and suggest any correction to scope, duty and responsibility of the recruitment committee in compliance with the conditions.
  7. Other works assigned by the board of directors.
Risk management committee

Scope of authority and duty of the risk management committee

Corporate governance

  1. To determine policies and to arrange corporate governance manual of the company and to prepare the business ethics manual for submission to the board of directors for approval on practice by every level of the employees.
  2. To supervise strict and continuous compliance with corporate governance manual and business ethics manual.
  3. To make an assessment and review related to policies, directions, guidelines or practices on international corporate governance.
  4. To monitor movement, trend and comparison with leading companies on good corporate governance for better improvement.
  5. To provide suggestion to the company, the board of directors, the management and working group on matters related to good corporate governance.
  6. To prepare and submit a report on compliance with the good corporate governance policy to the board of directors immediately on matters with significant impacts on the company.

Disclosure on information related to good corporate governance in the website of the company and the annual report to all stakeholders for acknowledgement.

Risk

  1. To formulate a policy on risk management covering various risk management for consideration by the board of directors
  2. To follow up the risk management since the commencement of the process to identify the risk and to analyze, assess, monitor and report the risk management systematically
  3. To advise internal units in the organization with the risk management process and to monitor and assess the outcome consistently
  4. To prepare a report to the audit committee on the improvements needed in compliance with the policy and strategy of the company
Company Secretary

The Duty and Authority of the company secretary

  1. Providing advice to directors as to relevant legal provisions, rules, criteria, and regulations
  2. Ensuring compliance with laws, the Articles of Association, relevant regulations and the Good Corporate Governance Principles by the Company
  3. Arranging for the meetings as specified by law and the articles of association, preparing and keeping directors registration, notices and minutes of the Board of Directors' meetings and annual reports of the Company, notices and minutes of the shareholders' meetings as well as coordinating to ensure compliance with resolutions of the Board of Directors or resolutions of the shareholders with efficiency
  4. Ensuring disclosure of information and report on information to the regulatory units
  5. Contacting and communicating with shareholders and the related regulatory units
  6. To prepare information with an aim to enhancing the directors to attend various training courses beneficial to the duties to be performed by the directors.
  7. Proceeding with other matters as assigned by the Board of Directors