TFEX

27 Mar 2026 17:43

Appointment of Chairman of the Board of Directors, Chairman of Independent Directors and Sub-Committee Members

Product PTTGC Source PTTGC
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Change of director/Executive Expired by rotation The date of board's resolution/submit : 27-Mar-2026 news Director Name : General NIMIT SUWANNARAT Position in company (1) : AUDIT COMMITTEE Effective Date (1) : 25-Sep-2023 Expire Date (1) : 27-Mar-2026 Position in company (2) : Chairman of the Risk Management Expire Date (2) : 27-Mar-2026 Terminate Reason : Expired by rotation (term not expired) : Resigned from position /the company due to reposition ______________________________________________________________________ Change of director/Executive New election Director Name : General NIMIT SUWANNARAT Position in company (1) : Chairman of the Board of Directors Effective Date (1) : 27-Mar-2026 Position in company (2) : Chairman of the Independent Director Effective Date (2) : 27-Mar-2026 ______________________________________________________________________ Change of director/Executive New election Director Name : Mr. THANWA LAOHASIRIWONG Position in company (1) : Chairman of the Risk Management Effective Date (1) : 27-Mar-2026 ______________________________________________________________________ Change of director/Executive New election Director Name : Mr. SURACHAI ACHALABOON Position in company (1) : Director to the Audit Committee Effective Date (1) : 27-Mar-2026 ______________________________________________________________________ Form to Report on Names of Members and Scope of Work of the Audit Committee (F24-1) Date of shareholders/board resolution : 27-Mar-2026 The Audit Committee is consisted of No : 1 Audit Committee's Position : CHAIRMAN OF THE AUDIT COMMITTEE Full Name : Mr.THANWA LAOHASIRIWONG Remaining term in office (year) : 7 Month No : 2 Audit Committee's Position : Director to the Audit Committee Full Name : Mr.SURACHAI ACHALABOON Remaining term in office (year) : 7 Month No : 3 Audit Committee's Position : SECRETARY OF THE AUDIT COMMITTEE Full Name : Mr.Chatchawalit Dhammasaroj 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 Scope of duties and responsibilities of the audit committee to the board of director : 1. Scope of Duties 1.1 Financial Reports and Audit - Review financial statements of the Company to ensure that they correctly, credibly, and sufficiently illustrate the financial status of the Company by overseeing and monitoring the preparation of financial statements to comply with the relevant law and Financial Reporting Standards within the appropriate period. In case of suspected anomalies in financial statements, will promptly inquire into the causes and scope of examination from related parties. - Scrutinize the selection criteria and propose the Auditor for appointment with remuneration, to ensure the engagement of a strong industry understanding, expert, and Independent Auditor, as well as recommend the termination of the Auditor who may lack in ability, dereliction, or malpractice. - Oversight of the independence of the Audit Firm that audits the financial statements of the Company and Subsidiaries by concurring the Non-Assurance Service (NAS) of the Auditor. 1.2 Internal Control - Ensure and oversee through review that the internal control systems of the Company and subsidiaries are sufficient and effective to prevent and enhance good internal control systems which can adequately detect deficiencies or misconduct in a timely manner. - Ensure through review that the Company and subsidiaries' risk management systems and measures are appropriate. - Review the validity of the company's reference documents and the self-assessment forms on measures to combat enterprise corruption in accordance with the Thai Private Sector Collective Action Against Corruption. - Review and oversee that the Company's management instate a Whistleblower program for receiving misconduct, malpractice, or unlawful conduct reports. 1.3 Internal Audit - Ensure through review that the internal audit systems are sufficient and effective, and that the Internal Audit Function complies with the internal audit standards. - Scrutinize the independence of the Internal Audit Function and review with the Head of Internal Audit Function to consider issues related to organization risks, internal control systems or disagreements with senior management align to the changes of situations or key factors. - Approve the appointment, transfer, termination annual performance evaluation, expenses and support the Head of Internal Audit Function to set up continuous learning plans. - Review and approve the Internal Audit Charter to consider in case of any changes related to the Internal Audit Charter. - Approve Strategy, initiatives, and Key Performance Indicators of the Internal Audit Function. - Review and approve the annual internal audit plan that aptly responds to risks faced to Strategic and operational goals of the Company. - Review the adequate allocation of budgetary and human resources which have sufficient competence and experience for the performing of duties according to the scope and the annual internal audit plan. Should limitations of personnel or the need for specific expertise arise, External Auditors may be engaged as appropriate. External Auditors' engagement shall be made in accordance with Company regulations. - Review and give advice to the Head of Internal Audit Function about the internal audit findings from Assurance and Advisory engagement report. - Communicate internal audit works and promote a unified direction and understanding among the Audit Committee, the Management, and the Auditor, as well as align the scope of the internal audit of the Company with the Auditor to ensure consistency and mutual support. 1.4 Compliance with Relevant Laws and Regulations - Review the Company's compliance with the laws on Securities and Exchange, Stock Exchange of Thailand requirements, Personal Data Protection Act B.E. 2562 (2019), and other additional revision, including laws relating to the business of the Company. - Review Related Transactions or transactions with possible Conflict of Interests and Material Transaction to ensure compliance with the laws and requirements of the Stock Exchange of Thailand, keep monitoring the progress of the transactions as well as oversee the disclosure and report of the progress to shareholders on a regular basis. In cases of suspected misconduct transaction, the Audit Committee will take prompt action to suspend such transactions and report to the office of Securities and Exchange Commission without delay. - Conduct an examination upon being informed by the Auditor of suspicious circumstances that the Director, manager, or any person responsible for the operation of the Company may have committed an offence as stated under Securities and Exchange Act B.E. 2535 (1992) Section 89/25, the Audit Committee must take action as follows: (1) Report the suspected misconduct to the office of Securities and Exchange Commission without delay. (2) Report the progress of examinations to the office of Securities and Exchange Commission and the Auditor periodically. (3) Report the result of examination to the office of Securities and Exchange Commission and the Auditor within 30 days. 1.5 Other Duties - The Audit Committee may seek the advice of an Independent, Third-Party Consultant where necessary at the expense of the Company. The Audit Committee shall also be allowed access related information and engage the cooperation of various parties to provide testimony as well as liberally accessing the management. - Review the Audit Committee Charter at least annually and propose any amendments to the Board of Directors for approval. - Review and oversee to ensure that the Company has a mechanism to monitor the use of raised funds to ensure compliance with disclosed objectives, report to the Audit Committee and disclose information to shareholders on a regular basis. - Engage in other duties as assigned by the Board of Directors. ______________________________________________________________________ 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.NARONGSAK JIVAKANUN ) Chief Executive Officer 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.