Page 159 - 56-1 One Report 2022 EN

Part 2 Corporate Governance

3.4. Review that the Company has established the Whistle Blower process to serve as a channel for staff and
stakeholders to raise complaints regarding misconduct, fraud, irregularities of financial reporting, and
deficiency in an internal control system, review the summary report of investigation of misconduct or fraud,
and its preventive measures
3.5. Review all connected transactions or transactions that may lead to conflicts of interest in order to ensure
that they are in compliance with related laws and the regulations of the SET, are reasonable and made
in the best interests for the Company.

3.6. Investigate any circumstances reported by the external auditor where a director, an executive, or another
person responsible for the Company’s operations, is suspected of committing an offense under the
Securities and Exchange Act (No.4), B.E. 2551. The committee shall report the results of the preliminary
investigation to the BOD, the SEC and the external auditor within thirty (30) days from the date reported
by the external auditor. The type of suspicious circumstances that must be reported and the procedures
for obtaining information pertinent to these are listed and must comply with notifications of the Capital
Market Supervisory BOD.

3.7. If, during the performance of its duties, the Committee finds or suspects any of the following situations
which may have a material impact on the Company’s financial condition or operation results, it must report
these to the BOD for rectification within a period of time the Committee deems appropriate:

3.7.1. A transaction that causes a conflict of interest;

3.7.2. Any act of fraud, irregularity, or material defect in an internal control system;
3.7.3. An infringement of the law on securities and exchange, the regulations of the SET, or any law
relating to the Company’s business.

If the BOD or management fails to rectify the situation within the period of time stipulated by the
Committee, any member of the Committee may report this situation to the SEC or the SET.
4. External Auditor

4.1. Consider, and make recommendations on, the appointment, reappointment, or removal of the Company’s
external auditor, along with the audit fees.
4.2. Review the external auditor’s independence, along with the policy for the provision of non-audit services
by the external auditor.

4.3. Review the external auditor’s plans for auditing the Company’s financial reports.

4.4. Meet separately with the external auditor without the management at least once a year to discuss any
matters that he or she and the Committee believe should be considered in private.

5. Internal Audit

5.1. Review the Internal Audit unit’s independence and approve the appointment, rotation, or removal of its
head, along with his or her performance appraisal and remuneration.
5.2. Review and approve the internal audit plan and the adequacy of the budget and resources of the Internal
Audit unit.

Part 2 page 35