The Board of Directors recognizes the importance of good corporate governance as a key mechanism to support the Company’s operations and enhance long-term sustainable value. The Board has therefore established the Audit Committee to support the Board in overseeing the Company’s operations to ensure efficiency and effectiveness, compliance with applicable laws and regulations, reliability of financial reporting, and adequacy and appropriateness of internal control, internal audit, risk management, and corporate governance systems. To achieve these objectives, this Audit Committee Charter has been established as follows.

Section 1 Scope, Duties, Powers and Responsibilities

The Audit Committee shall have the following powers and responsibilities:

1. Review to ensure that the Company’s financial reporting is accurate, complete, and adequate.
2. Review to ensure that the Company has an appropriate and effective internal control system and internal audit system; review and approve the internal audit charter, annual audit plan, and budget; consider the independence of the internal audit function; and give concurrence in the appointment, transfer, or dismissal of the Head of Internal Audit or any other unit responsible for internal audit.
3. Review to ensure that the Company complies with the Securities and Exchange Act, the regulations of the Stock Exchange of Thailand, and other laws related to the Company’s business.
4. Consider, select, and recommend to the Board of Directors the appointment of an independent person to be the Company’s external auditor, including the determination of audit fees, and hold at least one meeting per year with the external auditor without management’s presence.
5. Consider connected transactions or transactions that may involve conflicts of interest to ensure they comply with applicable laws and the Stock Exchange’s regulations, are reasonable, and are in the best interests of the Company.

6. Prepare the Audit Committee’s report for disclosure in the Company’s annual report. The report shall be signed by the Chairman of the Audit Committee and shall include at least the following information:

   (a) Opinion on the accuracy, completeness, and reliability of the Company’s financial statements

   (b) Opinion on the adequacy of the Company’s internal control system

   (c) Opinion on compliance with the Securities and Exchange Act, regulations of the Stock Exchange of Thailand, or other laws related to the Company’s business

   (d) Opinion on the appropriateness of the external auditor

   (e) Opinion on transactions that may involve conflicts of interest

   (f) Number of Audit Committee meetings and attendance of each Audit Committee member

   (g) Overall opinions or observations obtained from performing duties in accordance with this Charter

   (h) Other matters that shareholders and general investors should be aware of under the scope of duties and responsibilities assigned by the Board of Directors

7. Perform any other tasks as assigned by the Board of Directors with the Audit Committee’s consent.
8. Review to ensure that the Company has an effective risk management system, including anti-fraud and anti-corruption risks, and that the anti-corruption policy is properly and effectively implemented.
9. Report the performance of the Audit Committee to the Board of Directors at least four times a year.
10. Have the authority to employ advisors or external specialists, in accordance with the Company’s regulations, to provide opinions or advice as necessary.
11. Have the authority to invite directors, executives, heads of departments, or Company employees to discuss or answer questions raised by the Audit Committee.
12. Regularly review the scope, duties, powers, and responsibilities, as well as evaluate the performance of the Audit Committee on an annual basis.

13. In performing its duties, if the Audit Committee finds or suspects that there are the following matters which may have a significant impact on the Company’s financial position and operating results, the Audit Committee shall report to the Board of Directors for corrective action within an appropriate timeframe:

    13.1 Transactions that may involve conflicts of interest

    13.2 Fraud, corruption, irregularities, or significant deficiencies in the internal control system

    13.3 Violations of the Securities and Exchange Act, regulations of the Stock Exchange of Thailand, or laws related to the Company’s business

14. If the external auditor discovers any suspicious circumstance indicating that a director, the Managing Director, or a person responsible for the Company’s operations may have committed an offence as prescribed by law and informs the Audit Committee, the Audit Committee shall promptly investigate the matter and report its preliminary findings to the Securities and Exchange Commission and the external auditor within 30 days from the date of notification, in accordance with the criteria prescribed by the Capital Market Supervisory Board.
15. Review and improve this Audit Committee Charter and its terms of reference at least once a year. Any amendment to this Charter shall be approved only by the Board of Directors’ meeting.

Section 2 Composition and Qualifications

The Audit Committee shall have the following composition:

1. The Audit Committee shall comprise at least three members, all of whom must be independent directors having the qualifications required by the Securities and Exchange Commission and the Stock Exchange of Thailand.
2. Audit Committee members shall be appointed by the Board of Directors or by the shareholders’ meeting.
3. At least one Audit Committee member must have adequate knowledge, understanding, and experience in reviewing the reliability of financial statements.
4. The Board of Directors shall select and appoint one Audit Committee member as the Chairman of the Audit Committee.
5. An Audit Committee member or independent director shall hold no more than 0.5% of the total voting shares of the Company, its parent company, subsidiaries, associates, or controlling persons, including shares held by related persons.
6. An Audit Committee member must not be a director participating in management, an employee, staff, advisor receiving regular salary, or a controlling person of the Company, its parent company, subsidiaries, associates, or same-tier subsidiaries.
7. An Audit Committee member must have no blood or legal relationship in the nature of father, mother, spouse, sibling, or child, including spouse of a child, with any executive, major shareholder, controlling person, or person nominated as an executive or controlling person of the Company or its subsidiaries.
8. An Audit Committee member must have no business relationship with providers of professional services such as the external auditor, legal advisors, financial advisors, or asset appraisers (both at present and during the two years prior to being appointed).
9. The Audit Committee shall appoint the Director of Internal Audit and Systems Development as the Audit Committee Secretary by position, responsible for arranging Audit Committee meetings and preparing reports to the Board of Directors at least every three months. The Secretary shall attend meetings and prepare minutes but shall not have voting rights, except for providing factual information for the Audit Committee’s consideration. The Secretary may be allowed to appoint one assistant.

Section 3 Term of Office

1. Audit Committee members shall hold office for a term of three years. A member who retires by rotation may be reappointed. In addition to retirement by rotation, an Audit Committee member shall vacate office upon:

   (1) Death

   (2) Resignation

   (3) Disqualification under this Charter or the criteria of the Stock Exchange of Thailand

   (4) Removal by resolution of the Board of Directors

2. In case an Audit Committee member resigns before the end of the term, he/she should notify the Company at least one month in advance, stating the reasons, so that the Board of Directors or shareholders’ meeting can appoint a fully qualified replacement. The Company shall notify the Stock Exchange of Thailand and submit a copy of the resignation letter.
3. If the entire Audit Committee vacates office, the outgoing Audit Committee shall continue to perform duties on a caretaker basis until the new Audit Committee assumes office.
4. If an Audit Committee position becomes vacant for any reason other than retirement by rotation, the Board of Directors shall appoint a qualified person as a replacement within 90 days so that the Audit Committee remains complete as required. The replacement member shall serve only for the remaining term of the member he/she replaces.

Section 4 Meetings

1. The Audit Committee shall hold at least four meetings per year to consider financial statements, internal control, internal audit, risk management, and compliance with applicable laws and regulations.
2. For convening an Audit Committee meeting, the Chairman of the Audit Committee or the Secretary as instructed by the Chairman shall send a notice of meeting to Audit Committee members at least seven days in advance, except in urgent cases where a shorter notice period or other means of notification may be used as appropriate.

Section 5 Quorum

1. An Audit Committee meeting shall constitute a quorum when at least half of the total number of Audit Committee members appointed by the Board of Directors are present. If the Chairman of the Audit Committee is absent or unable to perform his/her duties,
2. The Audit Committee members present shall elect one member to act as the chairman of the meeting. Resolutions of the meeting shall be passed by a majority of votes.
3. Each Audit Committee member shall have one vote, except any member who has a conflict of interest in any agenda item shall have no right to vote on that matter. In case of a tie vote, the chairman of the meeting shall have a casting vote.

Section 6 Remuneration

The Board of Directors shall consider and determine the remuneration of Audit Committee members as deemed appropriate and propose it for approval by the shareholders’ meeting.

Section 7 Responsible Units

The heads of relevant units, departments, and management responsible for matters within the Audit Committee’s remit shall be directly accountable for preparing, compiling, and reviewing documents, information, and reports for the Audit Committee’s acknowledgment, consideration, or further action, as specified in the appendix, which shall be deemed an integral part of this Charter.