Page 158 - 56-1 One Report 2022 EN
P. 158

Part 2 Corporate Governance


               According to its charter, the Audit and Risk Committee shall meet at least 8 times a year and not less than one-half
               of the Committee shall constitute a quorum for the transaction of business. In 2022, the Committee held a total of 8
               times and presented the Audit and Risk Committee report to the BOD on a quarterly basis.
               Authority, Duties, and Responsibilities of the Audit and Risk Committee

               The Audit and Risk Committee has the scope of authority, duties, and responsibilities according to its charter, which
               is approved by the BOD and annually reviewed by the Committee. The Committee assists the BOD in fulfilling its
               oversight duties as follows:
               1.  Financial Reporting

                   1.1.  Review the accuracy of the Company’s financial reports in accordance with financial reporting standards,
                       and ensure there is adequate disclosure.

               2.  Risk Management and Internal Control
                   2.1.  Review the risk management system to ensure it is appropriate and effective, and include assessment
                       results of risk management and internal controls system of subsidiaries and related companies into overall
                       Company’s risk consideration.
                        2.1.1.  Review the Company’s risk management framework, including the policies and procedures for
                              identifying, prioritizing, treating, monitoring, and reporting on key business risks.

                        2.1.2.  Review the Company’s risk appetite statement every year in order to ensure that it is always
                              aligned with the Company’s business objectives.
                        2.1.3.  Review reports prepared by the management on key business risks and their treatment in order
                              to ensure that these are managed within the defined risk appetite.

                   2.2.  Review the adequacy and effectiveness of the Company’s internal control systems including the internal
                       controls over financial reporting to that the financial reporting is accurate and reliable.
                   2.3.  Review the efficiency and effectiveness of the internal control of the information technology system relating
                       to operations, financial reports, and compliance with the laws and regulations and ensure that the system
                       for information security, which covers confidentiality, integrity, and availability, are in place, including the
                       management of information that may impact market-sensitive information.


               3.  Legal and Regulatory Compliance

                   3.1.  Review the Company’s compliance with the laws on securities and exchange, the regulations of the Stock
                       Exchange of Thailand (the “SET”), the Securities and Exchange Commission (the “SEC”), and the laws
                       and regulations related to the Company’s business.
                   3.2.  Review  the  Company’s  Anti-Corruption  Policy  and  its  measures  to  ensure  compliance  with  legal
                       obligations.

                   3.3.  Review the effectiveness of the system to monitor compliance with the Company’s Code of Conduct.




                                                                                                      Part 2 page 34
   153   154   155   156   157   158   159   160   161   162   163