Independent Director and Audit Committee

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The composition of the board of directors must be in line with SEC regulations:

1. There must be at least one third of independent directors out of total directors, and at least 3 persons
2. There must be at least three audit committee members

1. Holding no more than 1 % of total voting shares* including the shareholding of persons related to the independent directors
2. Not currently be or never been the company’s executive director, worker, employee, salaried consultant, or controlling parties*. Exception: It has been at least two years after the person has held the position.
3. Not by blood or legally registered with other directors, executives, major shareholders, controlling parties, or persons who will be nominated as directors, executives, or controlling parties of the company or subsidiary.
4. Not currently having or never had any relations with the company* in the way that such relation may impede the person from having independent views. Also, the person should not currently be or never be a significant shareholder or controlling person for persons having business relations with the company*. Exception: It has been at least two years after the person has held the position.
5. Not currently being or never been the company’s auditor*. Also, the person should not currently be or never be a significant shareholder, controlling person, or partners of current auditor’s auditing firm*. Exception: It has been at least two years after the person has held the position.
6. Not currently be providing or never provided professional services, legal consulting, nor financial consulting services to the company with a fee more than THB 2 million per year*. Also, the person should not currently be or never be a significant shareholder, controlling person, or partners of current service providers. Exception: It has been at least two years after the person has held the position.
7. Not currently a director appointed to represent the company’s directors, major shareholders, or the shareholder related to major shareholder.
8. Not currently be operating under similar business nature and significant competition to the company or subsidiary; or not a significant partner of the partnership, executive director, salaried worker, employee, or consultant; or holding more than 1% of voting shares of any other companies operating under similar business nature and significant competition to the company and subsidiary.
9. Not under any conditions that may impede the person from having independent views towards the company’s operations.

1. Having been appointed by the board of directors or shareholders’ meeting to act as audit committee member.
2. Qualified for an independent director.
3. Not currently the director authorized by the board to make administrative decisions of the company, parent company, subsidiary, same-level subsidiary, major shareholders, or controlling persons.
4. Not currently the director of the parent company, subsidiary, or same-level subsidiary of listed companies only.
5. Having sufficient knowledge and experience to perform the duty of an audit committee. There must be at least one audit committee member, who is sufficiently knowledgeable and experienced to review the reliability of financial statements.

1. Review the company’s financial reporting process to ensure that it is accurate and adequate.
2. Review to ensure that the company has appropriate and efficient internal control and internal audit systems. Also consider the independence of internal audit unit, approve an appointment, transfer, or termination of the head of internal audit unit, or any other units in charge of an internal audit.
3. Review to ensure that the company is compliance with SEC’s laws, SET’s regulations, and other related business laws.
4. Consider, select, and nominate independent persons to act as auditor, suggest the remuneration, and attend non-management meeting with the auditor at least once a year.
5. Consider the connected transactions or the transactions that may cause conflicts of interests, making them in line with the laws and SET’s regulations. This is to ensure such transactions are reasonable and for the highest benefit of the company.
6. Prepare an audit committee’s report and disclose it in the company’s annual report. The report must be signed by the audit committee’s chairman and consist of at least following information:
   • Opinion on the accuracy, completeness, and reliability of the company’s financial reports
   • Opinion on the adequacy of the company’s internal control system
   • Opinion on the compliance with SEC’s laws, SET’s regulations, or any other related business laws
   • Opinion on the suitability of the auditor
   • Opinion on transactions which may cause conflicts of interests
   • Number of the audit committee meetings, and attendance of such meetings by each audit committee member
   • Opinion or overview comment received by the audit committee from its performance of duties in accordance with the charter
   • Other transactions which should be known to the shareholders and general investors, subject to the scope of duties and responsibilities assigned by the board of directors
7. Other operations as assigned by the board of directors, and approved by the audit committee

• When an audit committee member resigns, the listed company must notify to the SET immediately via SETLink and specify the reason.
• When a new audit committee member is appointed to replace former committee who has resigned, or to assume additional post, the listed company must notify to the SET via SETLink. The documents are as follows
  1. Form to Report on names of Members and Scope of Work of the Audit Committee (F24-1 Form), to inform investors within three working days.
  2. Certificate and Biography of the Audit Committee Member (F24-2 Form), as information for SET within seven working days.
• • In case the scope of work and responsibilities of an audit committee has been changed, the listed company must notify SET by sending the F24-1 form, within three business days.

• If the audit committee has fewer members than required, the listed company must appoint a member of audit committee within three months of the shortfall.
• During the time when the listed company could not appoint audit committee members to meet the requirement, the SET will proceed as the following:
  • Post an NP (Notice Pending) sign, on the 3-month due after the company has audit committee members less than 3 persons or the end of the extension period (as the case may be), until the listed company is able to appoint members of the audit committee to meet the requirement.
  • In case an NP sign has been posted for three months already, and the company could not yet appoint a full audit committee, SET will post an SP (Suspension) sign to suspend trading on the company’s securities.
  • In case an SP sign has been posted over 2 years, SET will announce that the company is subject to possible delisting and post an NC (Non-compliance) sign on the company’s securities. NP and SP signs are still posted on the listed securities. In addition, SET may consider delisting the securities and allow trading on the securities for 7 business days before delisting with NC and NP signs posted and purchase through Cash Balance account.

• The listed company must submit a written explanation to SET at least seven days before the deadline for appointment, and provide reasons and supporting documents/evidence for SET’s consideration. Such extension shall not exceed 6 months from the due date to appoint the audit committee.
• In case SET has granted the extension of the period for the audit committee members appointment, the listed company must disclose the period which it expects to be able to appoint the audit committee members to meet the requirement.
• The need and appropriateness that SET may consider extension are such as:
  • Company is under the process of seeking approval from related authorities such as the Bank of Thailand, SEC and Office of Insurance Commission (OIC).
  • Company is waiting for responses from the person approached by the board or nomination committee. The nominee’s name and expected time of appointment must be clearly stated.
  • Company is during the major shareholders’ restructuring which may cause change to the entire or most of the board of directors. Company must submit documents and evidence showing that it is during such major shareholders’ restructuring to support SET’s consideration.