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
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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
______________________________________________________________________
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