(English Translation)
ComSec-02/2022/012
8 July 2022
Subject: Appointment of an Independent Director and the Chairman of the Audit Committee
To: | The President |
The Stock Exchange of Thailand |
Singha Estate Public Company Limited (the "Company") would like to inform you that the Board of Directors' Meeting No. 5/2022 dated 8 July 2022 has resolved to approve the appointment of Mr. Prasan Chuaphanich as the Company's independent director and Chairman of the Audit Committee in replacement of the resigned director with an effect from 8 July 2022 onwards.
At present, the Board of Directors consists of:
1. | Mr. Chutinant Bhirombhakdi | Chairperson of the Board of Directors |
2. | Mr. Prasan Chuaphanich | Independent Director and Chairperson of Audit |
Committee | ||
3. | Mr. Charamporn Jotikasthira | Independent Director, Chairperson of Risk |
Management Committee and Member of Audit | ||
Committee | ||
4. | Mr. Petipong Pungbun Na Ayudhya | Independent Director, Chairperson of Corporate |
Governance and Sustainable Development | ||
Committee and Member of Risk Management | ||
Committee | ||
5. | Mr. Karoon Nuntileepong | Independent Director, Member of Audit Committee |
and Member of Nomination and Remuneration | ||
Committee | ||
6. | Asst. Prof. Thanavath Phonvichai, Ph.D. | Independent Director and Member of Nomination |
and Remuneration Committee | ||
7. | Mr. Chayanin Debhakam, D.B.A. | Director, Chairperson of Executive Committee, |
Chairperson of Nomination and Renumeration | ||
Committee and Member of Corporate Governance | ||
and Sustainable Development Committee |
8. | Mr. Nutchdhawattana Silpavittayakul | Director and Member of Corporate Governance |
and Sustainable Development Committee | ||
9. | Mr. Don Boonman | Director and Member of Executive Committee |
10. | Mrs. Thitima Rungkwansiriroj | Director, Member of Executive Committee, Member |
of Corporate Governance and Sustainable |
Development Committee, Member of Risk
Management Committee and the Chief Executive
Officer
Please be informed accordingly, Yours sincerely,
Singha Estate Public Company Limited - Signature -
(Mr. Chairath Sivapornpan)
Chief Financial Officer and Company Secretary
Company Secretary Department
Telephone | 0 2050 5555 ต่อ512 - 515 |
Facsimile | 0 2617 6444-5 |
company.secretary@singhaestate.co.th |
2
F 24-1
Form to Report on Names of Members and Scope of Work of the Audit Committee
The Board of Director's meeting /shareholders meetingof Singha Estate Public Company Limited No. 5/2022 held on 8 July 2022 resolved the meeting's resolutions in the following manners:
- Appointment of the audit committee/Renewal for the term of audit committee:
| Chairperson of the audit committee | Member of the audit committee |
As | follows: |
- Mr. Prasan Chuaphanich
(2)
(3)
(4)
, the appointment/renewal of which shall take an effect as of 8 July 2022.
Determination/Change in the scope of duties and responsibilities of the audit committee with the following details:
No Change
, the determination/change of which shall take an effect as of | (date) |
The audit committee is consisted of:
- Chairperson of the audit committee Mr. Prasan Chuaphanich remaining term in office 9 months.
- Member of the audit committee Mr. Karoon Nuntileepong remaining term in office 2 years and 9 months.
- Member of the audit committee Mr. Charamporn Jotikasthira remaining term in office 1 years and 9 months. Secretary of the audit committee Ms. Patchanee Tangjitjaroen - Vice President, Internal Audit
Enclosed hereto is - copies of the certificate and biography of the audit committee. The audit committee number(s) 1 has adequate expertise and experience to review creditability of the financial reports.
The audit committee of the company has the scope of duties and responsibilities to the Board of Director on the following matters:
- Annually review the Audit Committee's Charter to consider the specified responsibilities of the Committee and propose revision as needed to the Board of Directors for approval.
- Review the Company's financial reporting process to ensure that it is accurate and such information is adequately disclosed.
2
- Review the Company's internal control system and internal audit system to ensure that they are suitable and efficient, to consider if the independence of the internal audit is sustained, as well as approving appointment, transfer and dismissal of the head of Internal Audit or any other units in charge of Internal Audit or approving engagement of an external auditor.
- Review the Company's compliance with laws on securities and exchange, the Stock Exchange of Thailand's regulations, and other laws relating to the Company's business.
- Consider, select, nominate, and terminate independent persons to act as an external auditor of the Company and propose their remuneration, and to attend at least one meeting a year with the external auditor without the management's presence.
- Approve the "Internal Control System Sufficiency Evaluation Form" as reviewed and evaluated by internal audit to ensure sufficiency and suitability of the internal control system.
- Review Internal Audit's performance outcomes and approve the annual internal audit plan and changes of such plans, subject to the assessment outcomes of enterprise risk management.
- Review connected transactions or transactions that may lead to conflicts of interests to ensure that they are in compliance with the laws and Stock Exchange of Thailand's regulations and are reasonable and made in the best interests of the Company.
-
Prepare and disclose in the Company's annual report and Audit Committee report which must be signed off by the Chairperson of the Audit Committee and consist of at least the following information:
9.1) an opinion on the accuracy, completeness, and creditability of the Company's financial reports
9.2) an opinion on the adequacy of the Company's internal control system
9.3) an opinion on the compliance with laws on securities and exchange, the Stock Exchange of Thailand's regulations, or laws relating to the Company's business
9.4) an opinion on the suitability of the external auditor
9.5) an opinion of the transactions that may lead to conflicts of interests
9.6) the number of the Audit Committee's meetings and the attendance of such meetings by each committee member
9.7) an opinion or overview comment received by the Audit Committee on its performance of duties in accordance with the charter
9.8) other transactions which, according to the Audit Committee's opinion, should be known to the shareholders and general investors, subject to the scope of duties and responsibilities assigned by the Board of Directors - Perform any other act as assigned by the Board of Directors, with the approval of the Audit Committee.
3
The Company hereby certifies that
- The qualifications of the aforementioned members meet all the requirements of the Stock Exchange of Thailand; and
- The scope of duties and responsibilities of the audit committee as stated above meet all the requirements of the Stock Exchange of Thailand.
Signed | - Chayanin Debhakam - | Director |
(Mr. Chayanin Debhakam, D.B.A.) | ||
(Seal) | ||
Signed | - Mrs. Thitima Rungkwansiriroj - | Director |
(Mrs. Thitima Rungkwansiriroj) |
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Disclaimer
Singha Estate pcl published this content on 08 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 July 2022 11:33:03 UTC.