Page 157 - 56-1 One Report 2022 EN

Part 2 Corporate Governance

(9) Ensure that the Company has appropriate and effective risk management and internal control framework,
and set the Company’s risk appetite.
(10) Oversee the integrity and reliable of the Company’s accounting and reporting systems, including external
audits.

(11) Ensure avoidance of conflicts of interest amongst the Company’s stakeholders.
(12) Annually review the Corporate and Governance Policy, and assess its effectiveness along with due
compliance.

(13) Ensure that the Corporate and Governance Policy is extended to, and accepted by all the Company’s
subsidiaries, associates and joint ventures.

(14) Prepare a report titled “The Board of Directors’ Responsibility for Financial Reporting” to be disclosed in
the annual report along with the audited financial statements. This report covers key issues according to
the Policy Statement and the Stock Exchange of Thailand’s Code of Best Practices for Directors of a Listed
Company.

(15) Evaluate the performance of all Committees and individuals at least once a year.
7.3 Sub-Committees

The Board has established 2 Committees to study and screen tasks and reduce the workload of the Board. Each
of these committees has a clear scope of duties, responsibilities, and authority as follows:

1. Audit and Risk Committee
The Audit and Risk Committee consists of at least 3 directors, all of which must be independent directors who all
meet the criteria set out by the Securities and Exchange Commission or the Stock Exchange of Thailand. At least
one director shall have sufficient knowledge and experience in accounting or finance to be able to audit the reliability
of financial statements. The term for directors serving on the Audit and Risk Committee, the Members of the
Committee may hold their posts for as long as they are serving on the board. Members who vacate office at the end
of their term may be re-elected. The duties and authority of the Audit and Risk Committee are included in the Audit
and Risk Committee Charter.

As of 31 December 2022, the Audit and Risk Committee (“the Committee) consists of 3 members, all of whom are
independent directors:

Committee Members Position
(1)
1 Dr. Porametee Vimolsiri Chairman of the Audit and Risk Committee
(1)
2. Mr. Somchai Jinnovart Member of the Audit and Risk Committee
3. Mr. Kanit Vallayapet Member of the Audit and Risk Committee
(2)
Remark:
(1)
Dr. Porametee Vimolsiri and Mr. Somchai Jinnovart have considerable knowledge and experience in accounting and finance.
(2)
Mr. Kanit Vallayapet was appointed as a Member of the Audit and Risk Committee, effective 6 May 2022, according to the
resolution of the Board of Directors Meeting No. 5/2022 held on 6 May 2022.

Part 2 page 33