Date/Time 30 เม.ย. 2569 17:34:00

Headline

Form to Report on Names of Members and Scope of Work of the Audit and Risk Management Committee (F24-1) (Reappointment)

Symbol MRDIYT
Source MRDIYT
Form to Report on Names of Members and Scope of Work of the Audit Committee (F24-1) Date of shareholders/board resolution : 30-Apr-2026 The Audit Committee is consisted of No : 1 Audit Committee's Position : CHAIRMAN OF THE AUDIT COMMITTEE Full Name : Mrs.KANOKLADA RERKASEM Remaining term in office (year) : 3 Year No : 2 Audit Committee's Position : AUDIT COMMITTEE Full Name : Mr.LOO CHONG PENG Remaining term in office (year) : 2 Year No : 3 Audit Committee's Position : AUDIT COMMITTEE Full Name : Mr.ANAJUK CHAREONWONGSAK Remaining term in office (year) : 1 Year No : 4 Audit Committee's Position : SECRETARY OF THE AUDIT COMMITTEE Full Name : Ms.Sirapa Jeamworanantkul The order of audit committee number(s) that has/have adequate expertise and experience to review creditability of the financial reports. : 1 Scope of duties and responsibilities of the audit committee to the board of director : 1. Financial Statements 1.1 Review the quarterly results and year-end financial statements of the Company and the Group prior to the approval by the Board, and ensure accuracy and adequate disclosure and appropriate in accordance with accounting standards applicable to public limited companies and criteria as prescribed in the Securities and Exchange Act, B.E. 2535 (1992) (as amended) ("SEC Act"), including relevant notifications and regulations as issued by the Securities and Exchange Commission ("SEC"), focusing particularly on the following: (a) any changes in or implementation of major accounting policy changes; (b) significant matters highlighted including financial reporting issues, significant judgments made by the Management, significant and unusual events or transactions, and how these matters are addressed; (c) significant adjustments resulting from audit; (d) the going concern assumption; and (e) compliance with accounting standards and other legal requirements. 2 Risk Management and Internal Control 2.1 Determine and review the risk management policy and framework in relation to the Group's business operations and propose it to the Board for approval. 2.2 Review the principal risks and ensure implementation of appropriate risk management system to effectively identify, manage, monitor, treat and mitigate the risks impacting the Group. 2.3 Review and approve the procedures and guidelines for managing risks within the Group as well as monitor and assess the risk appetite and risk tolerance for the Group. 2.4 Review and deliberate the reports on significant risk findings and recommendations. 2.5 Review and assess the impact of cyber risk when undertaking any new activities, including but not limited to any investment decision, merger and acquisition, adoption of new technology and outsourcing arrangements. 2.6 Assess the quality, effectiveness and efficiency of the internal control in systems and processes of the Group's operations, particularly those relating to areas of significant risks. 2.7 Review the evaluation by the internal and external auditors of the Group's system of internal control and Management's responses, and ensure that appropriate action is taken and thereafter report the same to the Board. 2.8 Review the annual Statement on Risk Management and Internal Control to be published in the annual registration statement/annual report (Form 56-1 One Report). 3. Internal Audit 3.1 Approve the Internal Audit Charter and review the adequacy of the scope, functions, experience, competency and resources of the internal audit function, and whether it has the necessary authority to carry out its work. 3.2 Review the internal audit plan and results of the internal audit process and, where necessary, ensure that appropriate actions are taken on the recommendations of the internal audit function and of the Audit and Risk Management Committee and thereafter report the same to the Board, where necessary. 3.3 Evaluate the performance of the internal audit function, including having an external review periodically to assess the competency of the function; 3.4 Approve any appointment or termination of senior staff members of the internal audit function, namely the Head of Internal Audit Department and his/her Deputy, if any. 3.5 Review appraisal or assessment of performance of the Head of Internal Audit Department and his/her Deputy, if any. 3.6 Take cognisance of resignations of internal audit staff members and provide the resigning staff member an opportunity to submit his reasons for resigning. 3.7 Direct any special investigations to be carried out by Internal Audit Department as and when necessary and consider the major findings of the internal investigations and Management's response. 4. External Audit 4.1 Recommend the nomination and re-appointment of external auditors, their audit fees and any question of resignation or dismissal of external auditors and thereafter report the same to the Board. 4.2 Discuss with the external auditors before the audit commences, the nature and scope of the audit (including reviewing the audit plan) and thereafter report the same to the Board. 4.3 Review the audit report and discuss problems and reservations arising from the internal and final audits, including assistance given by the employees and any matters which the external auditors may wish to discuss, without the presence of the Management or executive directors, at least once a year or where necessary. 4.4 Review the external auditors' management letter and Management's response. 4.5 Review and approve the policies and procedures to assess the suitability, objectivity and independence of the external auditors annually to safeguard the quality and reliability of audited financial statements. 4.6 Review and approve a policy to ensure the non-audit services provided by the external auditors do not impair, or appear to impair, the auditor's independence or objectivity. The non-audit services shall be approved by the Audit and Risk Management Committee before they are rendered by the external auditor and its affiliates taking into account the nature and extent of the non-audit services and the appropriateness of the level of fees. 4.7 Review and report to the Board any significant audit findings, difficulties encountered or material weaknesses reported by the external auditors. 5. Compliance 5.1 Review the Company's compliance with the SEC Act and the relevant notifications as issued by the SEC, the Stock Exchange of Thailand ("SET") and other applicable laws governing the Group's businesses. 5.2 Review and consider any related party transaction and conflict of interest situation that may arise within the Company or Group including any transaction, procedure or course of conduct that raises questions on management integrity, and ensure that such transactions are reasonable and in the best interest of the Company including in compliance with the SEC Act and the relevant notifications as issued by the SEC and the SET. 5.3 Prepare the Audit and Risk Management Commoittee's report and disclose such report in the Company's annual registration statement/annual report (Form 56-1 One Report), whereby it is to be signed by the Chairman of the Audit and Risk Management Committee and shall consist of all the following information and details: (a) opinion on the correctness, accuracy, and comprehensiveness, together with the reliability of the Company's financial reports; (b) opinion on the adequacy of the Company's internal control system; (c) opinion on the compliance with the Public Limited Company Act, B.E. 2535 (1992) (as amended) ("PLCA"), the SEC Act, the relevant notifications as issued by the SEC and the SET and laws applicable to the Company's business; (d) opinion on the suitability of the external auditor; (e) opinion on transactions that may cause conflicts of interests; (f) number of Audit and Risk Management Committee meetings held during the year, and the attendance record of each member of the Audit and Risk Management Committee; (g) overall opinion or comments received by the Audit and Risk Management Committee from its performance of duties in accordance with this Charter; and (h) other transactions which should be known to shareholders and general investors, subject to the scope of duties and responsibilities as assigned by the Board. 5.4 In the performance of its duties, if it is found or suspected that a transaction or any of the following acts has taken place, which may materially affect the Company's financial condition or operating results, the Audit and Risk Management Committee shall report it to the Board for rectification within a period of time as set by the Audit and Risk Management Committee: (a) a transaction which causes a conflict of interest; (b) any fraud, irregularity or material defect in an internal control system; and/or (c) an infringement of any provision of the PLCA, the SEC Act, the relevant notifications as issued by the SEC and the SET and laws applicable to the Company's business. If the Board or the Management fails to make a rectification within the specified time, any member of the Audit and Risk Management Committee may report the transaction or event to the SEC or the SET. 6. Whistleblowing 6.1 Exercise its powers and carry out its responsibilities as may be required from time to time under the Whistleblowing Policy of the Group. 6.2 Report to the Board any suspected frauds or irregularities, serious internal control deficiencies or suspected infringement of laws, rules and regulations which come to its attention and are of sufficient importance to warrant the attention of the Board. 7. Other Responsibilities 7.1 Review and assess the adequacy of this Charter, with the assistance of Management, the external auditors and legal counsel, and propose the amendment (if any) to the Board for approval. 7.2 Perform any other duties as may be mutually delegated by the Board from time to time or as specified in any Group's policies. ______________________________________________________________________ The company hereby certifies that 1. The qualifications of the aforementioned members meet all the requirements of the Stock Exchange of Thailand; and 2. The scope of duties and responsibilities of the audit committee as stated above meet all the requirements of the Stock Exchange of Thailand Signature _________________ ( Mr.CHIN GUANGUI ) DIRECTOR Authorized to sign on behalf of the company Signature _________________ ( MissTITANAN SUN ) DIRECTOR Authorized to sign on behalf of the company ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement. If you would like to see the full details of this information, please click view "full details" in attached file.