Page 370 - 56-1 One Report 2022 EN
P. 370

Attachment 5 Annual Sub-Committees Report

               2. Risk Management and Internal Controls: The Committee reviewed the risk management report prepared by the
                 Risk Management Committee every quarter, which included the risk profiles and changes to key risks, and their
                 mitigation plans. The Committee also reviewed and concurred with the Company’s risk appetite statement to
                 ensure the effectiveness of the Company’s risk management.
                 In addition, the Committee reviewed the effectiveness of the Company’s internal control system, based on the
                 key audit findings reported by the internal and external auditor. The Committee also review the results of the
                 evaluation of the internal control system that had been conducted by the management, using guidelines from
                 the Office of the Securities and Exchange Commission to ensure that the Company has an effective internal
                 control system to manage the risks that affect the achievement of the Company’s objectives.

                 The Committee recommended the management to consider opportunities and risks arising from new trends in
                 technology that may affect the Company’s businesses such as the Internet of Things (IoT), Artificial Intelligence
                 and Machine Learning (AI&ML), and Cloud computing in order to respond to opportunities and manage risks
                 appropriately.
               3. Compliance: The Committee held a meeting with the Legal, Compliance, and other relevant departments to
                 review the Company’s compliance with the law on securities and exchange, the Stock Exchange of Thailand’s
                 regulations, and the laws pertaining to the Company’s business operations.

                 Moreover, the external auditor did not report any suspicious circumstances in which a director, executive or
                 other person responsible for the Company’s operations might be suspected of committing an offense under
                 Section 89/25 of the Securities and Exchange Act during 2022.

               4. Connected  Transactions   The  Committee  reviewed  the  reasonableness  and  the  benefits  of  connected
                                      :
                 transactions and transactions that might have led to a conflict of interest, including the accuracy and adequacy
                 of disclosures to ensure that they complied with related laws, the Compliance Department’s guidelines and
                 Stock Exchange of Thailand’s regulations.
                               :
               5. External Auditor   In the year 2022, the Committee selected the Company’s external auditor by using “The
                 guideline for Audit Committee in selecting the external auditor” of the Securities and Exchange Commission.
                 The  Committee  reviewed  proposals,  interviewed  audit  firms  on  various  issues,  and  considered  the
                 independence, performance, experience, and qualifications of audit firms, along with the appropriateness of
                 their fee.  Consequently, the Committee recommended the BOD propose the appointment of KPMG Phoomchai
                 Audit Co., Ltd as the Company’s external auditor for 2022 at the annual general meeting of shareholders with
                 the audit fee of 1.78 million baht. The Committee also reviewed and agreed with the audit plan for the year 2022,
                 and monitored the performance of the external auditors in the execution of this plan in the quarterly review of the
                 financial statements.
                 In addition, the Committee reviewed non-audit service policy which identified the services that can be performed
                 by the external auditors. This is to ensure that the non-audit services have no impact on the independence of
                 the external auditors in performing their audit service for the Company   Moreover, all proposed contracts for
                                                                            .
                 non-audit services to be provided by the external auditor or a related firm in excess of one (1) million baht or fifty
                 (50) percent of the annual audit fee (whichever is higher) require the Committee’s approval. During 2022, the
                 Company engaged non-audit services from the external auditors, with a service fee amounting to 90,000 baht.
                 The Committee also held a private meeting with the external auditors without the presence of the Company’s
                 management to discuss issues and concerns that had arisen while performing their duties.




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