TFEX

17 Feb 2025 21:49

The resignation of a Company's director, the amendments to the Company's authorized directors, and the re-nomination of the sub-committee members who are due to retire on completion of their terms

Product TWPC Source TWPC
Full Detailed News
Change of director/Executive Expired by rotation Date of board resolution for change of : 17-Feb-2025 director / executive Director Name : Mr. PRATEEP LERTVATANAKIJKUL Position in company (1) : DIRECTOR Effective Date (1) : 27-Apr-2018 Expire Date (1) : 18-Feb-2025 Terminate Reason : Resigned from position /the company due to Resign from the position of Company Director More detail : According to the resignation of Mr. Prateep Lertvatanakijkul, the Board of Directors' Meeting of Thai Wah Public Company Limited ("the Company") No. 1/2025 held on February 17, 2025 approved amendments to the Company's authorized directors as follows: Previous Clause: "3. Name and number of directors authorized to affix signatures on behalf of the company are: Mr. Ho Ren Hua and Mr. Umnad Sukprasongphol or Mr. Ho Ren Hua and Mr. Prateep Lertvatanakijkul jointly sign with the Company's seal affixed." Revised Clause: "3. Name and number of directors authorized to affix signatures on behalf of the company are: Mr. Ho Ren Hua and Mr. Umnad Sukprasongphol jointly sign with the Company's seal affixed." This amendment shall take effect from February 18, 2025, onwards. ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. SUBHAK SIWARAKSA Position in company (1) : CHAIRMAN OF THE AUDIT COMMITTEE Effective Date (1) : 16-Feb-2024 Position in company (2) : 1. Member of the Nomination and Remuneration Committee 2. Member of the Strategic and Innovation Committee 3. Member of the Sustainability Committee ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. CHANIN ARCHJANANUN Position in company (1) : AUDIT COMMITTEE Effective Date (1) : 09-May-2019 Position in company (2) : 1. Chairman of the Nomination and Remuneration Committee 2. Member of the Strategic and Innovation Committee 3. Member of the Sustainability Committee ______________________________________________________________________ Change of director/Executive Expired by rotation Director Name : Mr. VUDHIPHOL SURIYABHIVADH Position in company (1) : AUDIT COMMITTEE Effective Date (1) : 16-Feb-2024 Expire Date (1) : 18-Feb-2025 Position in company (2) : 1. Member of the Nomination and Remuneration Committee 2. Member of the Strategic and Innovation Committee 3. Member of the Sustainability Committee Expire Date (2) : 18-Feb-2025 Terminate Reason : Retire from office at the end of the term ______________________________________________________________________ Change of director/Executive Re-election Director Name : Miss PARNSIREE AMATAYAKUL Position in company (1) : 1. Member of the Strategic and Innovation Committee 2. Member of the Sustainability Committee ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mrs. SUPATTRA PAOPIAMSAP Position in company (1) : 1. Member of the Strategic and Innovation Committee 2. Member of the Sustainability Committee ______________________________________________________________________ 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 : CHAIRMAN OF THE AUDIT COMMITTEE Full Name : Mr.SUBHAK SIWARAKSA Remaining term in office (year) : 2 Year No : 2 Audit Committee's Position : AUDIT COMMITTEE Full Name : Mr.CHANIN ARCHJANANUN Remaining term in office (year) : 2 Year No : 3 Audit Committee's Position : AUDIT COMMITTEE Full Name : Mrs.SUPATTRA PAOPIAMSAP Remaining term in office (year) : 1 Year No : 4 Audit Committee's Position : SECRETARY OF THE AUDIT COMMITTEE Full Name : MissNattamon Rattananakin Remaining term in office (year) : The order of audit committee number(s) that has/have adequate expertise and experience to review creditability of the financial reports. : No. 1, 3 Scope of duties and responsibilities of the audit committee to the board of director : The Audit, Risk and Corporate Governance Committee of the company has the scope of duties and responsibilities to the Board of Director on the following matters: 1. Audit Duties and Responsibilities 1.1 To review the accuracy and adequacy of financial reporting of the Company. 1.2 To review the adequacy and effectiveness of internal control and internal audit systems of the Company as well as to determine the independence of the internal audit unit, and to approve the appointment, transfer, and termination of employment of the head of internal audit unit. 1.3 To consider, select and propose the appointment and termination of an independent person to be the external auditor of the Company and propose fees for such person, as well as to attend a non-management meeting with the external auditor at least once a year. 1.4 To review the Company's compliance with the law on securities and exchange, regulations of the Stock Exchange of Thailand and the laws relating to the business of the Company. 1.5 To review the connected transactions or the transactions that may lead to conflicts of interests to ensure that they are in compliance with the laws, regulations of the Stock Exchange of Thailand, and are reasonable and for the highest benefit of the Company. 1.6 In performing the duty of the ARCG, if there is a transaction or any of the following acts which may materially affect the Company's financial condition and operating results: a. a transaction which causes a conflict of interest. b. any fraud, irregularity, or material defect in an internal control system; or c. an infringement of the law on securities and exchange, regulations of the Stock Exchange of Thailand or the laws relating to the business of the Company the ARCG shall report such transaction or act to the Board for rectification within the period of time that the ARCG deems appropriate. If the Board or management fails to make a rectification within such period of time, any ARCG member may report on such transaction or act to the Office of the Securities and Exchange Commission or the Stock Exchange of Thailand. 1.7 To investigate and report the preliminary result to the Office of the Securities and Exchange Commission and the external auditor within thirty days upon receipt of the fact from the external auditor in relation to any suspicious circumstance that the director, manager or any person responsible for the operation of the Company commits an offence under the law on securities and exchange. 2. Risk Management Duties and Responsibilities 2.1 To oversee that the Company enforces and complies with an appropriate and efficient risk management policy, as well as to oversee and monitor the Enterprise Risk Management Committee. 2.2 To consider risk assessment result as well as plans to manage such risks and provide suggestions on risks mitigation to keep them in alignment with risk appetite to ensure the company has sufficient and appropriate risk management system. 3. Corporate Governance Duties and Responsibilities 3.1 To supervise the performance of management to strictly comply with the Company's good corporate governance policy. 3.2 To review the corporate governance policy and code of business conduct of the Company at least once a year. 3.3 To oversee the anti-corruption policy to ensure its sufficient and appropriate for the Company's business. 4. Other Duties and Responsibilities 4.1 To report the activities of the ARCG to the Board. 4.2 To prepare and to disclose a report of the ARCG in the Company's One Report. The report must be signed by the ARCG Chairman, comprising at least the following information: a. an opinion on the accuracy, completeness, and creditability of the Company's financial report, b. an opinion on the adequacy of the Company's internal control system, c. an opinion on the compliance with the law on securities and exchange, regulations of the Stock Exchange of Thailand or the laws relating to the business of the Company, d. an opinion on the suitability of an auditor, e. an opinion on the transactions that may lead to conflicts of interests, f. the number of the Audit, Risk and Corporate Governance Committee meetings, and the attendance of such meetings by each Audit, Risk and Corporate Governance Committee member, g. an opinion or overview comment received by the Audit, Risk and Corporate Governance Committee from its performance of duties in accordance with the charter, and h. other transactions which, according to the Audit, Risk and Corporate Governance Committee 's opinion, should be known to the shareholders and general investors, subject to the scope of duties and responsibilities assigned by the Board. 4.3 To implement and oversee the annual self-performance evaluations including reviewing the evaluation results and reporting the results to the Board on an annual basis. 4.4 To perform any other acts as assigned by the Board and accepted by the ARCG. ______________________________________________________________________ The company hereby certifies that the information above is correct and complete. Signature _________________ ( MissChidapa Amralikit ) Group Chief Financial Officer 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. If you would like to see the full details of this information, please click view "full details" in attached file.