Performance of the Committee

Performance of the Audit Committee

The Audit Committee consists of all 3 independent directors. In 2021, 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. Review to ensure that the company has complete and accurate financial reports. and disclosed in a timely manner.
  2. Consider the company’s major risks, assess the adequacy of the control system, Information and Communication Systems and a monitoring and evaluation system whether it complies with the international standards of COSO.
  3. Review the Company’s performance to comply with relevant laws and regulations.
  4. Consider the disclosure of the Company’s information whether the Company has connected transactions. or items that may have conflicts of interest to be accurate and complete and in accordance with the relevant rules and regulations.
  5. Consider and review the quarterly report on the performance of the Internal Audit Department. Including considering and approving the annual internal audit plan.
  6. Arrange a meeting with the Company’s auditor without the management attending 1 time in the meeting No. 5/2021 by listening to the working conditions of the auditors. exchange of ideas, take note of important observations and suggestions so as to present to the Board of Directors for acknowledgment and review according to the issues suggested by the auditors.
  7. Consider the selection and nomination of the Company’s auditors including considering the appropriateness of the audit fees.
  8. The Audit Committee annually assesses itself.

After every meeting of the Audit Committee, the Chairman of the Audit Committee shall summarize the meeting’s opinion to present to the Board of Directors for acknowledgement or for further consideration. In addition, the Audit Committee also recognizes and emphasizes to compliance with the principles of good governance. It has been set as one agenda for the Audit Department to present news, rules or regulations related to the corporate good governance that may be changed or added in each quarter, including to set an agenda for annual assessment of the Company’s approach with the CG Code before presenting it to the Board of Directors for consideration and review again.

Performance of the Nomination and Compensation Committee

The Nomination and Compensation Committee consists of 3 directors, of which 2 of them are independent directors. In 2021, a total of 2 meetings were held with 100% of the directors attending the meeting. Summary of the work of the Nomination and Compensation Committee has operated in the past year are as follows :

  1. Consider allocating bonuses to directors for the year 2020.
  2. Consider nominating 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. 1/2021.
  3. Consider and determine the amount of remuneration for directors for the year 2021 and propose to the Board of Directors’ meeting for consideration before proposing to the Annual General Meeting of Shareholders No. 1/2021.
  4. Consider the allocation of monthly compensation and meeting allowances of the various committees for the year 2021 and proposed to the Board of Directors’ meeting for consideration.

Performance of the Risk Management and Sustainable Development Committee

The Board of Directors emphasizes great importance to the risk management. The Company has determined and assessed the risks of its business and set the measures to prevent and manage the risks including the risk that affected the operations of the Company as stated in the section “Risk Factors”. In addition, the Company has established the Risk Management and Sustainable development Committee and has set the scope of duties and responsibilities clearly defined in the Risk Management Committee’s Charter which was approved by the Board of Directors. The Company has established policies for monitoring and managing risks as follows :

  1. The Board of Directors, executives, all employees and all units are the owners of the risks. So they all have responsible to conduct, assess, monitor and support effective risk management processes
  2. The Business Unit of the Company must have a management and risk management process as well as systematic and continuous evaluation and follow up. The processes need to be adjusted to accommodate changes in the business at least once a year.
  3. Make risk assessments part of all departments’ annual plans by considering all risks covering the entire organization considering both internal and external risk factors Including requiring risk management and creating appropriate warning signs.
  4. Risk Management and Sustainable Development Committee is responsible for monitoring risk management and presenting opinions to the Board of Directors.
  5. Create an organizational culture that fosters mutual understanding and awareness of risks by building a knowledge base because the Company believes that the risk can be mitigated or acceptable when executives or officers in all departments are aware of the damage that will follow. Therefore, the Company aims to develop databases both inside and outside the organization by investing in IT and implementing modern technology so that employees at all levels have access to information, share their experiences which will lead to the development and improvement of the risk management process to be effective.

The Risk Management and Sustainable development Committee consists of 4 directors of which one is an independent director and is a Chairman of the Committee. In 2021, a total of 2 meetings were held with 100% of directors attending the meeting. Summary of the works that the Risk Management Committee has performed in the past year as follows :

  1. Follow and monitor key risk factors covering all 4 areas: strategic risk, operational risk, financial risk and compliance risks with regulations and laws. The meeting was held with the Audit Committee and the risk management results were reported to the Board of Directors.
  2. Follow up and supervise the sustainable development of the organization. The sustainability management policies and goals have been set covering economic, social and environmental dimensions by making a plan 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 Group and the plan has been reported to the Board of Directors for the Board of Directors to consider the plans and approve before being put into practice throughout the organization.
  3. Continued the operation from the previous year on the protection of personal data (Personal Data Protection Act) by meeting with the working group and a consulting company, Deloitte Touche Tohmatsu Chaiyos, to monitor the progress of the work system that has been implemented. as well as continual planning throughout the year, such as planning to monitor the work of employees at the project and making contracts for the relevant departments to sign, etc.