Notification of the resignation of Company’s Directors ,Audit Committee and Subcommittee members (Revised)
06/06/2025Notification of Resolutions of the Board of Directors’ Meeting No. 3/2025 regarding the Appointment of Company Directors, Audit Committee Members, Sub-committee Members, and Chief Executive Officer.
09/06/2025Change of director/Executive
New election
The date of board's resolution/submit : 06-Jun-2025
news
Director Name : Pharm. DR. Pannawit
Chottechathammanee
Position in company (1) : BOARD OF DIRECTOR
Effective Date (1) : 06-Jun-2025
Position in company (2) : CHIEF EXECUTIVE OFFICER
Effective Date (2) : 06-Jun-2025
Position in company (3) : CHAIRMAN OF THE RISK MANAGEMENT
COMMITTEE
Effective Date (3) : 06-Jun-2025
More detail : Their term shall be equivalent to
the remaining term of the director they are replacing. Replaced Mr. Yodsawee
Wattanateerakitja
______________________________________________________________________
Change of director/Executive
New election
Director Name : MR. JULPAS KRUESOPON
Position in company (1) : BOARD OF DIRECTOR
Effective Date (1) : 06-Jun-2025
Position in company (2) : CHAIRMAN OF AUDIT COMMITTEE
Effective Date (2) : 06-Jun-2025
More detail : Their term shall be equivalent to
the remaining term of the director they are replacing. Replaced Ms.Pattra
Supanich
______________________________________________________________________
Change of director/Executive
New election
Director Name : MR. KRITSADA PRUITIPAT
Position in company (1) : BOARD OF DIRECTOR
Effective Date (1) : 06-Jun-2025
Position in company (2) : AUDIT COMMITTEE
Effective Date (2) : 06-Jun-2025
More detail : Their term shall be equivalent to the
remaining term of the director they are replacing. Replaced Lt.Gen. Parinya
Chaidilok
______________________________________________________________________
More detail :
The Board of Directors has approved the appointment of a new director to replace
the director who has resigned.
______________________________________________________________________
Form to Report on Names of Members and Scope of Work of the Audit Committee
(F24-1)
The scope of duties and responsibilities of The Audit Committee
The Audit Committee is consisted of
No : 1
Audit Committee's Position : AUDIT COMMITTEE
Full Name : Lt.Gen.SUCHART WONGMARK
Remaining term in office (year) : 2 Year 11 Month 7 Day
No : 2
Audit Committee's Position : CHAIRMAN OF AUDIT COMMITTEE
Full Name : MR.JULPAS KRUESOPON
Remaining term in office (year) : 11 Month 6 Day
No : 3
Audit Committee's Position : SECRETARY OF THE AUDIT COMMITTEE
Full Name : Ms.Dullapaporn Pethaisong
Remaining term in office (year) :
No : 4
Audit Committee's Position : AUDIT COMMITTEE
Full Name : MR.KRITSADA PRUITIPAT
Remaining term in office (year) :
Number of copies of the certificate and : 2
biography of the audit committee
(persons)
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 :
Roles and Responsibilities of the Audit Committee
- Review of Financial Reports: To ensure the accuracy, reliability, and
adequate disclosure of financial reports by coordinating with external auditors
and the management responsible for preparing annual and quarterly financial
reports.
- Review of Internal Control Systems: To assess the suitability and
effectiveness of the company's internal control systems. This may include
recommending reviews or investigations of any items deemed necessary and
significant, and submitting proposals for important and necessary improvements
to the internal control systems to the Board of Directors, in conjunction with
external auditors and the Head of Internal Audit.
- Compliance Review: To review compliance with the Securities and Exchange Act
B.E. 2535, including announcements, regulations, and/or rules of the Securities
and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET), as well
as other laws relevant to the company.
- Appointment of External Auditors: To consider and propose the appointment of
independent external auditors to audit the company's control systems and
financial statements. The Audit Committee holds the authority and responsibility
to select, evaluate, propose remuneration, and oversee the work of the external
auditors or any other audit procedures. This includes reviewing or affirming
the auditors' assurance to the Board of Directors. Each auditor and auditing
firm shall report directly to the Audit Committee. The Audit Committee has the
authority to approve the initial terms and fees for audit and other services
proposed by the auditors. The Audit Committee shall then advise the Board of
Directors for submission to shareholders at the Annual General Meeting of
Shareholders for approval of the appointment of auditors and audit fees.
- Discussions with Management and Auditors: To hold appropriate discussions
with management and auditors concerning audit issues and limitations,
management's actions regarding such issues or limitations, and the company's
risk management and assessment policies, including significant financial risks
and management's measures to control and mitigate these risks. Furthermore, the
Audit Committee shall resolve any conflicts between management and auditors
related to financial reports, and shall meet with the auditors without
management present at least once a year.
- Promotion of Auditor Independence: To promote and ensure the independence of
the external auditors. The Audit Committee shall discuss with the auditors their
independence from management and the company, including any relationships or
services between the auditors and the company, and any other relationships that
may affect the auditors' objectivity.
- Review of Financial Reporting Standards and Policies: To review the company's
financial reports, accounting standards, and accounting policies, as well as
significant changes in accounting standards, principles, or practices, including
critical accounting judgments that impact the company's financial reports,
encompassing the rationale and implications of such judgments.
- Review of Connected Transactions: To review connected transactions or
transactions with potential conflicts of interest to ensure compliance with laws
and SET regulations, and to verify that such transactions are reasonable and
maximally beneficial to the company, with accurate and complete disclosure.
- Approval of Related Party Transactions: To review and approve or ratify any
transactions between the company and related parties that are subject to
disclosure requirements under SEC regulations.
10.Assessment of Internal Audit Function: To consider the independence of the
internal audit function and provide opinions on the appointment, transfer, or
termination of the head of internal audit, and evaluate the performance of
personnel or other departments responsible for internal audit.
11.Review of Internal Audit Plan: To review the company's internal audit plan in
accordance with generally accepted methods and standards.
12.Review of Risk Management System: To ensure that the company has an
appropriate and effective risk management system.
13.Reporting to the Board: To report the performance of the Audit Committee to
the Board of Directors at least four times a year.
14.Review of Anti-Corruption Measures: To review the accuracy of reference
documents and self-assessment forms regarding the company's anti-corruption
measures, in accordance with the Collective Action Coalition Against Corruption
(CAC) project, within the scope of its duties. The Audit Committee has the
authority to invite relevant management or employees of the company to provide
opinions, attend meetings, or submit necessary documents. It also has the
authority to engage consultants or external parties, in accordance with company
regulations, to provide opinions or advice when necessary.
15.Preparation of Corporate Governance Report: To prepare the Audit Committee's
corporate governance report, which shall be disclosed in the company's annual
report. This report must be signed by the Chairman of the Audit Committee and
shall include at least the following information:
- a) Opinion on the accuracy, completeness, and reliability of the company's
financial reports.
- b) Opinion on the adequacy of the company's internal control system.
- c) Opinion on compliance with securities laws, SET regulations, or laws related
to the company's business.
- d) Opinion on the suitability of the external auditors.
- e) Opinion on transactions with potential conflicts of interest.
- f) Number of Audit Committee meetings and attendance of each Audit Committee
member.
- g) Overall opinions or observations obtained by the Audit Committee from
performing its duties under the Charter.
- h) Any other items deemed necessary for shareholders and general investors to
know, within the scope of duties and responsibilities assigned by the Board of
Directors.
16.Annual Performance Evaluation: The Audit Committee shall conduct an annual
self-assessment of its performance and report the assessment results, along with
any operational problems or obstacles that may have prevented the achievement
of the Audit Committee's objectives, to the Board of Directors.
17.Charter Review: To review and revise the Audit Committee Charter.
18.Reporting Significant Issues: In the event that any items or actions are
found or suspected to have a significant impact on the company's financial
position and operating results, such as transactions involving conflicts of
interest, suspected or presumed fraud or irregularities, significant
deficiencies in internal control systems, or violations of securities laws and
SET regulations, etc.
19.Reporting to the Board for Remediation: The Audit Committee shall report such
matters to the Board of Directors for corrective action within a timeframe
deemed appropriate by the Audit Committee. If the Board of Directors or
management fails to implement corrective actions within the timeframe deemed
appropriate by the Audit Committee, any Audit Committee member may report such
items or actions to the Securities and Exchange Commission (SEC) or the Stock
Exchange of Thailand (SET).
20.Whistleblower Channels: To ensure the company has channels for receiving tips
and complaints regarding inappropriate financial statements or other issues,
while assuring whistleblowers of an independent review process and appropriate
follow-up actions.
21.External Consultation: When necessary, the Audit Committee may seek advice
from external consultants or professional experts regarding audit performance,
with the company responsible for expenses in accordance with company
regulations.
22.Other Assignments: To perform other duties as assigned by the Board of
Directors within the scope of the Audit Committee's duties and responsibilities.
______________________________________________________________________
The company hereby certifies that the information above is correct and complete.
Signature _________________
( Mr.SANTI MANEEWONG )
DIRECTOR
Authorized person to disclose information
Signature _________________
( Mr.THAWATCHAI JIRAWATAUNGKANA )
DIRECTOR
Authorized person to disclose information
______________________________________________________________________
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.
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