ensuring the credibility of the Company’s financial and auditing reports, including their adherence to accounting standards, appl icable laws, and other relevant standardized pract ices. Furthermore, the Audi t 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 the independent auditor fails or neglects to perform their duties or wrongfully performs their duties. It also reviews the suitability and effectiveness of the Company’s internal audit system and oversees the functions of Internal Audit to ensure compl iance 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 2023, the Audit Committee convened a total of 10 meetings and one additional meeting with the external 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 Committee also reported its performance outcomes to the Board on a quarterly basis and subsequently disclosed its performance summary to shareholders in Form 56-1 One Report. Nomination and Remuneration Committee Name Position Date of Appointment 1. Mr. Pakorn Nilprapunt Chairman of the Nomination and Remuneration Committee (Independent Director) Nov 22, 2021 2. Mr. Somkiat Prajamwong Director to the Nomination and Remuneration Committee (Independent Director) April 4, 2022 3. Lieutenant General Nimit Suwannarat Director to the Nomination and Remuneration Committee (Independent Director) Jan 1, 2023 Mrs. Pilasphan Udomjarumanee, Senior Vice President of Corporate Governance and Legal, serves as Secretary to the Nomination and Remuneration Committee. The Nomination and Remuneration Committee is composed of at least three Directors of the Board, all of whom shall be Independent Directors in line with good corporate governance principles. These Directors serve a three-year term unless their terms on the Board end or they resign or are removed from their positions. The Board of Directors has approved the Charter of the Nomination and Remuneration 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 Nomination and Remuneration Committee is responsible for nominating qualified candidates for directorship and sub-committee member to replace Directors retiring by rotation or fill vacancies due to other reasons as wel l as nominating candidates to be appointed as the Chief Executive Officer and President (CEO) in accordance with clearly defined criteria or a transparent nomination process. In this process, the Committee shall take into consideration experiences, profession, skills (the Board Skills Matrix) and specific qualifications necessary for the Company’s business operation to achieve a balanced array of expertise and maximum benefits as well as utilize its own Director Pool as well as those of authoritative external agencies in conjunction when nominating candidates to the Board of Directors and/or the shareholders’ meeting for appointment. The Committee is also charged with reviewing and determining remuneration for the Directors, Directors to Sub-committees, and CEO, which adheres to fair and reasonable criteria or methods, and proposing it to the Board of Directors and/or the shareholders’ meeting for approval. The Committee also establishes 158
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