Change of director/Executive
Expired by rotation
The date of board's resolution/submit : 04-Feb-2026
news
Director Name : Mr. CHAMNONG WATANAGASE
Position in company (1) : INDEPENDENT DIRECTOR
Effective Date (1) : 17-Mar-2017
Expire Date (1) : 16-Mar-2026
Position in company (2) : CHAIRMAN OF THE AUDIT COMMITTEE
Effective Date (2) : 17-Mar-2017
Expire Date (2) : 16-Mar-2026
Terminate Reason : Expired by rotation (term not
expired) : Resigned from position /the company due to Due to Completion of a
9-year
term as an Independent Director.
______________________________________________________________________
Change of director/Executive
New election
Director Name : Mr. Anupap Kuvinichkul
Position in company (1) : Independent Director
Effective Date (1) : 16-Mar-2026
Position in company (2) : CHAIRMAN OF AUDIT COMMITTEE
Effective Date (2) : 16-Mar-2026
______________________________________________________________________
More detail :
The Bank has been notified of the approval granted by the Bank of Thailand
pursuant to the letter of approval No. BOT.L.102/2569 dated 2 February 2026 for
the appointment of Mr. Anupap Kuavinichkul as an Independent Director and
Chairman of the Audit Committee in replacement of Mr. Chamnong Watanagase, who
resigned from his positions as Director and Chairman of the Audit Committee,
with effect from 16 March 2026.
______________________________________________________________________
Form to Report on Names of Members and Scope of Work of the Audit Committee
(F24-1)
Date of shareholders/board resolution : 20-Jan-2026
The scope of duties and responsibilities of The Audit Committee
Determination/Change in the scope of duties and responsibilities of the Audit
Committee with the following details (New) :
The Bank has amended the scope, duties, and responsibilities of the Audit
Committee as follows:
8. Duties and Responsibilities
Revised
Deletion of Clauses 8.5.1 to 8.5.3, and replacement with the following:
8.5 Risk Management
Coordinate with the Risk Oversight Committee to discuss significant risks, in
order to use such discussions as guidelines for consideration of the internal
audit plan, as well as to consider appropriate internal control measures for the
management of those risks.
9. Oversight of Internal Audit and Other Assurance Service Providers
Additional
9.1.2 Ensure that the Head of the internal audit has unrestricted access to and
direct communication with the Board, including meetings held without senior
management present.
Revised
9.1.4 Consider and approve the annual budget, structure, staffing levels, and
necessary resources for the operation of the internal audit function, and report
the performance of the internal audit function to the Board of Directors in
order to provide recommendations or corrective actions to address deficiencies
in operations or management of the internal audit function and related
functions, so as to prevent potential damage to the Bank.
Additional
9.1.6.1 Work with senior management to determine the qualifications and
competencies expected by the organization of the Head of the internal audit, as
specified in the International Standards for the Professional Practice of
Internal Auditing.
9.1.6.3 Review the performance of the Head of the internal audit.
9.1.8 Inquire with the Head of the internal audit, or senior executive where
necessary, to consider whether there are any inappropriate limitations relating
to audit scope or resources.
The Determination/Change of which shall : 04-Feb-2026
take an effect as of (New)
The Audit Committee is consisted of
No : 1
Audit Committee's Position : CHAIRMAN OF AUDIT COMMITTEE
Full Name : Mr.Anupap Kuvinichkul
Remaining term in office (year) : 2 Year
No : 2
Audit Committee's Position : AUDIT COMMITTEE
Full Name : Mr.SUPACHAI SUKHANINDR
Remaining term in office (year) : 1 Year
No : 3
Audit Committee's Position : AUDIT COMMITTEE
Full Name : MissADA INGAWANIJ
Remaining term in office (year) : 1 Year
Number of copies of the certificate and : 1
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 และ 3
Scope of duties and responsibilities of the audit committee to the board of
director (Update) :
8. Duties and Responsibilities
The Audit Committee has the duty to support the Board of Directors by providing
independent and impartial advice regarding the adequacy of management in the
following matters:
8.1 Corporate Governance
To obtain reasonable assurance regarding the Bank corporate governance process,
the Audit Committee shall review and provide recommendations on the corporate
governance processes established by the Bank to ensure compliance with the
prescribed procedures.
8.2 Financial Reporting and Auditors
8.2.1 Review and ensure that the Bank prepares financial statements and related
financial reports accurately and adequately, with correct and complete
disclosure, in accordance with accounting principles, accounting practices, and
relevant accounting standards.
8.2.2 Review material non-routine transactions occurring during the past year,
if any, by considering the reasonableness of such transactions, their impact on
the financial position and operating results, and the accuracy and completeness
of related disclosures.
8.3 Internal Control
To obtain reasonable assurance regarding the adequacy and effectiveness of the
Bank internal control systems in addressing risks arising from corporate
governance, operations, and information technology, the Audit Committee shall
perform the following duties:
8.3.1 Review and ensure that the Bank has appropriate, sufficient, and effective
internal control systems, including information technology controls and the
internal audit system.
8.3.2 Acknowledge significant reports arising from operations provided by
financial service providers, financial advisors, and internal control assurance
providers that have been reported to management and the Board of Directors.
8.4 Legal and Regulatory Compliance
Review and ensure that the Bank complies with securities and exchange laws,
Stock Exchange regulations, and laws related to financial institution business.
8.5 Risk Management
Coordinate with the Risk Oversight Committee to discuss key risks, which shall
be used as guidelines for consideration of the internal audit plan and
appropriate internal control measures for managing such risks.
8.6 Related Party Transactions or Conflicts of Interest
Consider related party transactions or transactions that may involve conflicts
of interest, as well as acquisitions or disposals of assets of the Bank and
subsidiaries, and ensure that disclosure of such transactions complies with the
Securities Act, Stock Exchange regulations, Capital Market Supervisory Board
regulations, and requirements of the Bank of Thailand.
8.7 Anti-Bribery and Anti-Corruption
Oversee policies and measures against bribery and corruption to ensure that the
Bank complies with applicable legal and ethical obligations.
9. Oversight of Internal Audit and Other Assurance Providers
9.1 Internal Audit
9.1.1 Review and approve the internal audit policy and the Internal Audit
Charter at least once a year to reflect the objectives, authority, and
responsibilities of the internal audit function, in accordance with the
International Professional Practices Framework of The Institute of Internal
Auditors, and to ensure appropriate assurance and consulting scopes reflecting
developments in the internal audit profession.
9.1.2 Ensure that the Head of the internal audit has unrestricted access to and
direct communication with the Board of Directors, including meetings held
without senior executive present.
9.1.3 Provide recommendations to the Board of Directors regarding increases or
reductions in internal audit resources to achieve the internal audit plan,
including consideration of permanent staffing or outsourcing arrangements.
9.1.4 Review and approve the annual budget, structure, staffing levels, and
necessary resources of the internal audit function, and report the performance
of the internal audit function to the Board of Directors to provide
recommendations or corrective actions regarding operational or management
deficiencies of the internal audit function and related departments, in order to
prevent potential damage to the Bank.
9.1.5 Review, consider, and approve the annual risk-based internal audit plan,
coordination procedures among relevant audit plans, and audit performance
evaluations at least annually, including inquiries into audit scope to ensure
that such plans enable detection of potential fraud or internal control
weaknesses.
9.1.6 Performance evaluation of the Head of the internal audit includes the
following:
9.1.6.1 Work with senior management to determine the qualifications and
competencies expected of the Head of the internal audit as specified in
international internal audit standards.
9.1.6.2 Approve appointments, transfers, dismissals, and consider the
independence of the Head of the internal audit or any other unit responsible for
internal audit activities.
9.1.6.3 Review the performance of the Head of the internal audit.
9.1.6.4 Provide information regarding performance evaluation of the Head of the
internal audit to management.
9.1.6.5 Provide recommendations to management regarding compensation of the Head
of the internal audit.
9.1.7 Review internal audit performance compared with the approved internal
audit plan.
9.1.8 Inquire with the Head of the internal audit or senior executive, if
necessary, to determine whether there are inappropriate limitations relating to
scope or resources.
9.1.9 Review internal audit reports and communications or presentations to
management. In cases where the Head of the internal audit has additional or
differing opinions on material issues, the Audit Committee shall discuss with
senior management to reach a resolution. If no resolution can be reached, the
matter shall be submitted to the Board of Directors for further consideration.
9.1.10 Review and monitor management corrective actions regarding issues
identified from internal audits.
9.1.11 Review and provide recommendations to management on matters arising from
special investigations.
9.1.12 Inquire with the Head of the internal audit regarding any completed
internal audit or other assignments that have not been reported to the Audit
Committee and whether any material issues arose from such assignments.
9.1.13 Inquire whether evidence of fraud has been identified during internal
audit activities and assess whether additional actions should be taken.
9.1.14 Compliance with standards includes the following:
9.1.14.1 Inquire to ensure that internal audit activities comply with
international internal audit standards issued by The Institute of Internal
Auditors.
9.1.14.2 Ensure that the internal audit function conducts quality assessments
and maintains continuous quality improvement plans, with assessment results
presented to the Audit Committee.
9.1.14.3 Ensure that the internal audit function undergoes an external quality
assessment at least once every five years.
9.1.14.4 Review results of external quality assessments and monitor
implementation of recommendations.
9.1.14.5 Recommend improvements to internal audit practices to the Board of
Directors on a continuous basis.
9.2 External Auditors
9.2.1 Consider, select, nominate, appoint, or dismiss independent auditors and
propose auditor remuneration.
9.2.2 Meet with external auditors without management present at least once a
year to review quarterly and annual financial statements, discuss issues or
limitations arising from audits or reviews, and evaluate auditor performance
annually.
9.2.3 Consider group policies on non-audit services provided by external
auditors and review such services to ensure auditor independence.
9.2.4 Meet regularly with external auditors to discuss significant and sensitive
matters.
9.2.5 Review management follow-up reports on corrective actions to obtain
reasonable assurance that audit recommendations have been appropriately
implemented.
9.3 Financial Reporting
The Audit Committee oversees independent audits of financial reporting,
including remediation of findings related to internal control, legal and
regulatory compliance, and ethics, by performing the following duties:
9.3.1 Review audit results and issues with management and external auditors.
9.3.2 Recommend additional audits or reviews of significant, complex, unusual,
or judgment-intensive transactions when appropriate.
9.3.3 Review semi-annual and annual financial statements to ensure completeness,
consistency, and appropriate accounting principles.
9.3.4 Review other sections of the annual report and regulatory filings for
accuracy and completeness prior to disclosure.
9.3.5 Discuss matters required to be communicated to the Audit Committee under
generally accepted auditing standards.
9.3.6 Understand strategies, assumptions, and estimates used by management in
preparing financial reports, budgets, and investment plans.
9.3.7 Understand processes for preparing interim financial reports and the
involvement of internal and external auditors.
9.3.8 Review interim financial reports with management and external auditors
prior to submission to regulatory authorities to ensure completeness and
consistency with information known to the Audit Committee.
9.4 Other Responsibilities
9.4.1 Perform other duties as assigned by the Board of Directors and approved by
the Audit Committee, such as reviewing financial management policies, risk
management, business ethics compliance, and key public disclosures required by
law, including review of anti-corruption self-assessment documentation prepared
by the compliance function in accordance with Thai Private Sector Collective
Action Against Corruption guidelines.
9.4.2 In performing its duties, the Audit Committee has authority to require
management, department heads, or employees of the Bank and subsidiaries to
provide information, attend meetings, or submit documents, and to seek
independent professional advice at the Bank expense in accordance with Bank
procedures.
9.4.3 In the event of changes to Audit Committee duties, the Bank shall notify
the Stock Exchange and submit updated details of Audit Committee composition and
scope of duties within three business days from the date of change.
9.4.4 Report to the Board of Directors for corrective action within a timeframe
deemed appropriate by the Audit Committee if the Audit Committee identifies or
suspects the following:
9.4.4.1 Conflicts of interest transactions.
9.4.4.2 Fraud, irregularities, or material weaknesses in internal control
systems.
9.4.4.3 Violations of financial institution business laws, securities and
exchange laws, Stock Exchange regulations, Bank of Thailand requirements, or
other applicable laws.
If the Board of Directors or management fails to take corrective action within
the timeframe specified by the Audit Committee, the Audit Committee shall
disclose such matters in the annual report and report them to the Bank of
Thailand.
9.5 Reporting
The Audit Committee shall prepare an annual Audit Committee Report summarizing
performance and recommendations to the Board of Directors. The report shall be
signed by the Chairman of the Audit Committee and disclosed in the Bank annual
report, and shall include at least the following information:
9.5.1 Number of Audit Committee meetings and attendance of each member.
9.5.2 Opinion on the accuracy, completeness, and reliability of the Bank
financial statements.
9.5.3 Opinion on the adequacy of internal control systems and risk management.
9.5.4 Opinion on compliance with securities and exchange laws, Stock Exchange
regulations, and laws related to the Bank business.
9.5.5 Opinion on the suitability of external auditors.
9.5.6 Opinion on transactions involving conflicts of interest and overall
observations from Audit Committee duties.
9.5.7 Duties of the Audit Committee, changes in composition, and significant
changes affecting operations as approved by the Board of Directors.
9.5.8 Other matters deemed relevant for shareholders and investors within the
scope of duties and responsibilities assigned by the Board of Directors.
______________________________________________________________________
The company hereby certifies that the information above is correct and complete.
Signature _________________
( Mr.WINYOU CHAIYAWAN )
VICE CHAIRMAN OF THE BOARD OF DIRECTORS
Authorized person to disclose information
Signature _________________
( Mr.ROY AGUSTINUS GUNARA )
DIRECTOR
Authorized person to disclose information
______________________________________________________________________
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