BUSINESS OPERATION AND PERFORMANCE CORPORATE GOVERNANCE FINANCIAL REPORTS AND FINANCIAL STATEMENTS APPENDIX The Board of Directors at Meeting No. 1/2011, held on October 19, 2011, appointed four Sub-committees, namely the Audit Committee, the Nomination and Remuneration Committee, the Corporate Governance and Sustainability Committee and the Risk Management Committee. Directors serving in these Sub-committees possess the expertise and knowledge required to oversee specific issues that each is tasked with according to GC’s Articles of Association. The charter of each Sub-committee prescribes its members’ desired qualifications, terms in office, and scope of duties and responsibilities, list of directors’ names, responsibility, number of meetings and number of times each director attends the meeting. Serving a three-year term, Directors appointed to these Sub-committees are to perform their specific tasks with diligence and efficiency. All Sub-committees report their performance to the Board of Directors at Board meetings regularly as well as disclose their annual performances to shareholders in Form 56-1 One Report. The names and duties of each Sub-committee as of December 31, 2021, are listed below. AUDIT COMMITTEE Name Position Date of Appointment 1. Mr. Apisak Tantivorawong(1) Chairman of the Audit Committee (Independent Director) January 24, 2020 2. Mr. Pakorn Nilprapunt Director to the Audit Committee (Independent Director) April 23, 2018 3. Mrs. Watanan Petersik(1) (2) Director to the Audit Committee (Independent Director) January 25, 2021 Mr. Amorn Putiphrawan, Senior Vice President of Internal Audit, serves as Secretary to the Audit Committee. Remarks: (1) Mr. Apisak Tantivorawong and Mrs. Watanan Petersik possesses an education background and work experiences in accounting and finance with regard to reviewing the credibility of financial statements. (2) Mrs. Watanan Petersik was appointed Director to the Audit Committee, replacing Mr. Prapas Kong-ied, on January 25, 2021. The Audit Committee shall comprise of at least three Independent Directors. Each term lasts three years or until the termination of directorship, resignation, or dismissal. Member of the Audit Committee who retire by rotation may be re-appointed by the Board of Directors. Independent Directors may serve no more than nine consecutive years in office from the date of appointment. They shall also have qualifications and perform all duties in accordance with the announcement of the Securities and Exchange Commission and the scope of work prescribed by the announcement of the Capital Market Supervisory Board. The Board of Directors has approved the Charter of the Audit Committee, which stipulates the composition, qualifications, terms of office, and scopes of duties according to good corporate governance principles. Details of the charter are disclosed in the Company’s Corporate Governance and Business Code of Conduct Handbook and on the Company website. The Audit Committee consists solely of Independent Directors, with at least one of whom being a recognized expert with experience in finance and accounting. The Board believes that the Directors can carry out their duties independently and have continuously undergone trainings to enhance their expertise for the benefit of ensuring the credibility of the Company’s financial and auditing reports, including their adherence to accounting standards, applicable laws, and other relevant standardized practices. Furthermore, the Audit Committee ensures adequate and effective internal control and risk management systems while also overseeing internal processes regarding whistleblowers and complaint submissions. The Audit Committee nominates auditors and submits dismissal recommendations to the Board in the event that a auditor lack capability, neglect, or wrongfully performs one’s duties. It also reviews the suitability and effectiveness of the Company’s internal audit system and oversees the functions of Internal Audit to ensure compliance with International Standards for the Professional Practice of Internal Auditing. The Audit Committee reviews the Company’s compliance with securities and exchange laws, regulations of the Stock Exchange of Thailand (SET), and other applicable laws. It also reviews connected transactions and conflicts of interest to achieve compliance with applicable laws and the requirements of the Stock Exchange of Thailand (SET) and Securities and Exchange Commission (SEC) and ensure their sensibility, the utmost benefit of the Company, and full disclosure. In 2021, the Audit Committee convened a total of nine meetings and one additional meeting with the auditor, fulfilling its role according to the scope of authority and responsibilities stipulated by the Charter of the Audit Committee and as assigned by the Board of Directors. The Audit Committee also reported its performance outcomes to the Board of Directors on a regular basis and subsequently disclosed its performance summary to shareholders in Form 56-1 One Report. SUB-COMMITTEES 139
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