Performance of the Sub-Committees

The Audit Committee consists of all 3 independent directors. In 2022, a total of 6 meetings were held with 100% of directors attending the meetings. The Committee has performed their duties well and completely as stipulated in the Audit Charter. Summary of the works that the Audit Committee has performed in the past year are as follows :

  1. Reviewed to ensure that the company has complete and accurate financial report and disclose them in a timely manner.

  2. Assessed the Company’s key risks and the adequacy of internal control system, information and communication systems and a monitoring and evaluation system whether they comply with the international standards of COSO.

  3. Reviewed the Company’s operation to comply with relevant laws and regulations.

  4. Reviewed the disclosure of the Company’s information to be complete, accurate and comply with relevant rules and regulations in the case that the Company has connected transaction or items that may have conflicts of interest.

  5. Assessed and reviewed the quarterly report on the performance of the Internal Audit Department as well as assessed and approved the annual internal audit plan.

  6. Arranged a meeting with the Company’s external auditors (without the management attending) 1 time in the meeting No. 5/2022 by taking notice of the auditor’s working conditions, exchanging ideas and taking note of important observations and suggestions to present to the Board of Directors for acknowledgment and review of the issues suggested by the auditors.

  7. Assessed the selection and nomination of the Company’s external auditors and the appropriateness of the audit fees.

  8. Determined the agenda for the Board of Directors’ meeting following a resolution of the Board of Directors to have Mr. Bundit Pitaksit participate in the scheduling of all Board meetings, beginning from Meeting No. 1/2022.

  9. Organized an annual review and revision of the business conduct against CG Code guidelines and submitted the results to the Board of Directors for amendment to be in line with best practices.

  10. Conducted an annual self-assessment of the Audit Committee.

The Nomination and Compensation Committee consists of 2 independent directors. In 2022, a total of 2 meetings were held with 100% of the directors attending the meeting. The key performances of Nomination and Compensation Committee in year 2022 can be summarized as below :

  1. Reviewed the allocation of bonuses to directors for the performance of the year 2021 and made a proposal to the Board’s meeting for approval.

  2. Reviewed the nomination of new directors to replace those retiring by rotation and proposed to the Board of Directors’ meeting for consideration before proposing to the Annual General Meeting of Shareholders No. 1/2022

  3. Reviewed and set the limit of remuneration for directors for the year 2022 and proposed to the Board of Directors’ meeting for consideration before proposing to the Annual General Meeting of Shareholders No. 1/2022

  4. Reviewed and allocated of monthly compensation and meeting allowances of all committees for the year 2022 and proposed to the Board of Directors’ meeting for consideration.

  5. Reviewed and revised the Charter of the Nomination and Compensation Committee to ensure that the committee’s activities are in line with CG Code practices.

The Risk Management and Sustainable development Committee consists of 4 directors of which 1 independent director serves as Chairman of the Committee. In 2022, a total of 2 meetings were held with 100% of directors attending the meeting. The key performances of the Risk Management and Sustainable Development Committee in the past year can be summarized as follows :

  1. Monitored and supervised key risk factors covering all 4 areas: strategic risk, operational risk, financial risk and regulatory and legal compliance risk. The meeting was held with the Audit Committee and the risk management results were reported to the Board of Directors.

  2. Monitored and supervised the sustainable development of the organization by setting the sustainability management policies and goals covering economic, social and environmental aspects with plans to reduce the use of resources, increase the use of renewable energy, promote the development of innovative products and services by convening a meeting with the Environmental and Energy Management Working Team. Such plans were reported to the Board of Directors for consideration and approval before putting into practice throughout the organization.

  3. With the enforcement of the PDPA (Personal Data Protection Act), personal data protection was the prime focus for the committee. In 2022, the committee developed a plan to review the work process of each department and business unit to evaluate knowledge and understanding of the PDPA law, raise awareness of the importance of data collection, storage, utilization and disclosure of personal data, rehearse the work process to simulate an act of data breaching that may occur.

  4. Following the SET guidelines, the Risk Management and Sustainable Development Committee conducted a self-assessment on its own performance for future improvement. The outcome of the assessment in 2022 was considered to be of an ‘excellence’ level.