TFEX

30 Apr 2026 20:11

Appointment of new director

Product CHAO Source CHAO
Full Detailed News
Change of director/Executive New election The date of board's resolution/submit : 30-Apr-2026 news Director Name : Mr. Sucheep Sriphrutha Position in company (1) : Director Effective Date (1) : 30-Apr-2026 Position in company (2) : Independent Director Effective Date (2) : 30-Apr-2026 Position in company (3) : Audit Committee Effective Date (3) : 30-Apr-2026 ______________________________________________________________________ Form to Report on Names of Members and Scope of Work of the Audit Committee (F24-1) Date of shareholders/board resolution : 30-Apr-2026 The Audit Committee is consisted of No : 1 Audit Committee's Position : CHAIRMAN OF THE AUDIT COMMITTEE Full Name : MissPATTANANT PETCHCHEDCHOO Remaining term in office (year) : 2 Year No : 2 Audit Committee's Position : AUDIT COMMITTEE Full Name : Mr.SONGYOS RUENGSAKULRACH Remaining term in office (year) : 1 Year No : 3 Audit Committee's Position : Audit Committee Full Name : Mr.Sucheep Sriphrutha Remaining term in office (year) : 3 Year Number of copies of the certificate and : 0 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 : (1) The Audit Committee shall convene meetings to consider matters assigned to it, including the following: (a) Compliance with the securities and exchange laws, notifications, regulations, and/or relevant rules of the Securities and Exchange Commission (SEC), the Capital Market Supervisory Board, the Office of the SEC, and the Stock Exchange, and/or other applicable laws. (b) Any other operations as assigned by the Board of Directors. (2) Review the Companys compliance with securities and exchange laws, notifications, regulations, and/or relevant rules of the SEC, the Capital Market Supervisory Board, the Office of the SEC, and the Stock Exchange, and/or laws relevant to the Companys and its subsidiaries businesses, including reviewing that subsidiaries and associates comply with governance and management policies applicable to subsidiaries and associates. (3) Consider obtaining independent opinions from other professional advisors as necessary to effectively perform duties under this Charter, at the Companys expense, provided that such engagement complies with the Companys procedures. (4) Request information from various departments of the Company and its subsidiaries for further consideration of matters, including inviting relevant persons such as directors, management, executives, the Companys legal department, external legal advisors, employees, and/or other related parties to attend meetings for discussion and clarification, as well as to provide and submit relevant information, within the scope of authority assigned by the Board of Directors. (5) Report the activities of the Audit Committee, or any other duties assigned by the Board of Directors, to the Board of Directors, and disclose such activities in the annual report. The Audit Committees report is important to the Board of Directors, shareholders, and general investors, as it reflects the Committees independent and candid opinions, and assures the Board that management has operated prudently and with equal consideration for all shareholders. (6) Establish a complaint-handling unit with clearly defined reporting channels, such as by mail or email, and require such unit to report investigation results to the Audit Committee. (7) Review the accuracy of the self-assessment relating to anti-corruption measures and review the Companys anti-corruption policy. (8) Oversee the implementation of anti-corruption policies that are appropriate and sufficient for business operations, and review the effectiveness of anti-corruption systems in accordance with guidelines of supervisory authorities, such as the Thai Private Sector Collective Action Against Corruption (CAC), the Thai Institute of Directors Association (IOD), and the National Anti-Corruption Commission. This shall include promoting awareness, risk assessment, internal controls, preventive systems, misconduct reporting, auditing, consultation, and monitoring compliance with anti-corruption policies, as well as reviewing self-assessment forms on anti-corruption measures as audited and assessed by the internal audit office. (9) Perform any other duties as prescribed by law, as may be additionally prescribed in the future, or as assigned by the Board of Directors and agreed to by the Audit Committee. (10) Review that the Company has an appropriate and effective Internal Control system and Internal Audit system, including reviewing and approving the assessment form on the adequacy of the internal control system. (11) The Audit Committee shall convene meetings to consider Internal Control and Internal Audit systems by: (a) Reviewing the Companys annual Audit Plan, coordination procedures among related audit plans, and audit evaluations together with internal auditors and external auditors. The Audit Committee should inquire into the planned audit scope to ensure such plans can detect fraud or weaknesses in internal controls, with particular emphasis on management fraud. (b) Discussing with internal auditors any issues or limitations arising during audits, and reviewing the performance of internal auditors to enhance efficiency and effectiveness (if any). (c) Discussing with external auditors any issues or limitations arising from financial statement audits, or any observations regarding internal controls (if any). (d) Considering with internal auditors and external auditors whether plans are in place to review electronic data processing methods and controls, and inquiring into security projects, particularly to prevent fraud or misuse of computer systems by employees or external parties. (e) Assessing the adequacy of the risk management system in consultation with the risk management function. (12) Consider the independence of the internal audit function, and approve the appointment, transfer, or dismissal of the head of internal audit or any other unit responsible for internal audit. (13) Consider and approve the annual budget, manpower, and resources necessary for the internal audit department; approve the annual audit plan, including any significant revisions thereto; oversee internal audit operations in accordance with the approved annual plan and international professional standards; and assess the quality of internal audit performance annually. (14) Review internal audit reports and provide opinions before submitting them to the Board of Directors. (15) The Audit Committee shall convene meetings to review financial statements and related reports, accounting principles and practices, compliance with accounting standards, going concern assumptions, significant changes in accounting policies, and managements rationale for adopting such policies before submission to the Board of Directors for disclosure to shareholders and the public. (16) Review that the Companys financial reporting is accurate and sufficient in accordance with financial reporting standards, through coordination with external auditors and executives responsible for preparing quarterly and annual financial reports. The Audit Committee may recommend that auditors review or examine any transactions deemed significant and necessary during the Companys audit. (17) Review any unusual and material transactions occurring during the past year (if any), considering the reasonableness of such transactions, their impact on financial position and performance, and the accuracy and completeness of disclosure. (18) Consider, select, and propose for appointment an independent person to serve as the Companys auditor, and propose the remuneration thereof, including meeting with the auditor without management present at least once a year to acknowledge the results of quarterly reviews, annual audits, and discuss any issues or obstacles encountered by the auditor. (19) Conduct investigations and report preliminary findings to the Office of the SEC and the auditor in cases where the Audit Committee receives reports from the auditor regarding suspicious conduct indicating that directors, managers, or persons responsible for the Companys operations may have violated securities and exchange laws. (20) Review and provide opinions on connected transactions, related-party transactions, or transactions that may involve conflicts of interest, including reviewing conditions and termination of transactions that materially differ from prior terms, and reviewing acquisitions or disposals by the Company and its subsidiaries to ensure compliance with applicable laws, notifications, regulations, and/or rules of the SEC, the Capital Market Supervisory Board, the Office of the SEC, and the Stock Exchange. This is to ensure such transactions are reasonable and beneficial to the Company. If the Audit Committee lacks expertise in reviewing such matters, the Company shall appoint an independent expert or the Companys auditor to provide opinions on such transactions for consideration and/or decision-making by the Audit Committee. ______________________________________________________________________ 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 _________________ ( Ms.Intu-on Morin ) Accounting and Financial Director 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.