Page 160 - 56-1 One Report 2022 EN

Part 2 Corporate Governance

5.3. Review the performance of the Internal Audit unit, and cooperate with the external auditor.

5.4. Review audit reports prepared by the Internal Audit unit, along with the management’s response and
follow-up reports.
5.5. Meet separately with the head of Internal Audit unit at least once a year to discuss any matters that he or
she and the Committee believe should be considered in private.

6. Reporting
6.1. Report the Committee’s performance to the BOD at least four (4) times a year.

6.2. Prepare its annual report to be signed by the Chairman of the Committee and disclosed in the
Company’s annual reports (as required by SET).
7. Other Responsibilities

7.1. Review the Company’s compliance with its Corporate Governance Policy.

7.2. Annually review the Committee’s performance both individually and as an entire group.
7.3. Annually reassess the Committee’s scope of work, authority, and responsibility in this charter, and propose
any recommended changes to the BOD for approval.

7.4. All members of the Committee are responsible for continual training and enhancing their knowledge of
matters related to their duties.
7.5. Perform other tasks requested by the BOD, which the Committee agrees to.

Under the scope of authority, the Audit and Risk Committee has the authority to invite the management team,
executives, head of the department, or employees to discuss and answer the questions of the Audit and Risk
Committee, and have the authority to hire advisors or external personnel in line with the Company’s regulation to
make comments or give advice as necessary.

The Audit and Risk Committee performs its duties within the scope of authority and responsibility, which is assigned
by the BOD. The BOD is responsible for the Company’s operations and is directly accountable to the shareholders,
stakeholders, and general public. The details of the performance of the Audit and Risk Committee for 2022 can be
found in attachment no. 5: Annual Sub-Committees Report.
2. Nomination and Compensation Committee

The Nomination and Compensation Committee shall consist of at least 3 members, of which not less than 50 percent
of the quorum is independent directors, and the Chairman of the Committee shall be appointed by the Board of
Directors. The Member of the Nomination and Compensation Committee may hold their positions for as long as they
are serving as the Board, and the members of the Committee who retired by rotation can be re-elected. The duties
and authority of the Nomination and Compensation Committee are included in the Nomination and Compensation
Committee Charter.

As of 31 December 2022, the Nomination and Compensation Committee consists of the following 3 members:

Part 2 page 36