Date/Time 24 Jun 2026 17:20:00

Headline

Appointment of Chairman of the Audit Committee

Symbol ROCK
Source ROCK
Change of director/Executive New election The date of board's resolution/submit : 24-Jun-2026 news Director Name : Mr. PORNTHEP SRISA-AN Position in company (1) : Chairman of the Audit Committee Effective Date (1) : 24-Jun-2026 More detail : Mr. Porntep Srisa-an has been appointed as Chairman of the Audit Committee in replacement of Mr. Surapoch Suwonpanich, effective from June 24, 2026 onwards. He shall hold office for the remaining term of the director who has vacated the position. ______________________________________________________________________ Form to Report on Names of Members and Scope of Work of the Audit Committee (F24-1) Date of shareholders/board resolution : 24-Jun-2026 The scope of duties and responsibilities of The Audit Committee Determination/Change in the scope of duties and responsibilities of the Audit Committee with the following details : 1. Review of Financial Reporting and Disclosure 1.1 Review to ensure the company has reliable financial reporting in compliance with accounting standards, with emphasis on high risk items that may cause misstatements. 1.2 Understand the companys accounting policies and ensure they are appropriate and correct. 1.3 Review special transactions, meaning those that are infrequent and not part of the companys normal operations, and ensure they are clearly, accurately, and consistently disclosed. 1.4 Pay attention to transactions with fraud risk, especially risks of financial statement manipulation to present an overly favorable position of the company for performance or share price purposes. This includes observing managements behavior and attitudes, considering whistleblower information, studying internal control assessments, and discussing with auditors and internal auditors. 1.5 Consider whether the companys accounting policies, management estimates, and management judgments are appropriate. 1.6 Study the auditors report and discuss any events affecting audit quality, how auditors manage risks that may impact audit quality, and matters involving managements opinions, adjustments, or significant errors. 1.7 Ensure the company has disclosed information clearly, completely, and consistently with the financial reports, including information on strategies and risks. 1.8 If the audit committee or auditors request management to make improvements or corrections, the audit committee must monitor whether management has complied properly. 1.9 Ensure that financial reporting has adequate internal controls to prevent fraudulent manipulation. 1.10 Consider Key Audit Matters (KAM) independently, even if information is provided by auditors, and report the review results to the board. 1.11 Discuss with auditors at the beginning of the year regarding the annual audit plan, materiality determination, and assess the knowledge and experience of the audit team. 2. Review of Adequacy and Effectiveness of Internal Control and Internal Audit 2.1 Internal control review should reference the COSO Internal Control Framework 2013. 2.2 Supervise and advise to ensure operations comply with internal audit standards. 2.3 Hold formal meetings with internal auditors at least quarterly, and meet without management at least once a year. 2.4 Assess the independence of internal auditors in their work, reporting, and relationships with management and external auditors. 2.5 Review and approve the annual internal audit plan proposed by the head of internal audit at least once a year. 2.6 Encourage internal auditors to use technology to enhance audit value. 2.7 Appoint, remove, and evaluate the performance of the head of internal audit. 3. Review of Compliance with Laws, Regulations, and Other Requirements 3.1 Review the design of the compliance unit structure to ensure suitability for the company. 3.2 Review the effectiveness of processes for collecting, communicating, and monitoring relevant regulations, as well as the independence of the compliance unit. 3.3 Review the adequacy and appropriateness of compliance reporting to the board. 3.4 Review policies and systems for preventing and managing conflicts of interest, whether direct or indirect. 3.5 Review whistleblowing policies/systems, fact finding procedures, reporting to relevant parties, rewards for whistleblowers (if any), and penalties for offenders. 4. Review of Risk Management System 4.1 Review whether the company has risk management policies communicated to all personnel. 4.2 Review whether the company has structures enabling the board to oversee risk management and receive timely reports. 4.3 Ensure the risk management process is linked to strategic planning, designed to integrate with operations, support decision making, identify all types of risks, assess severity, set management plans, and report risks promptly. 4.4 Review whether the company has assessed strategic risks before implementation. If not, the audit committee should advise establishing such a process. 4.5 Check whether managements risk handling aligns with the board approved risk appetite. 4.6 Check whether the company has assessed Environmental, Social, and Governance (ESG) risks. 5. Oversight of External Auditors 5.1 Meet with auditors quarterly (or at least annually) to discuss agenda topics and concerns. In some cases, the audit committee chair may meet informally with the lead auditor. 5.2 Select, evaluate, appoint, and replace auditors. 5.3 If auditors resign, the audit committee must determine the true reasons and consider further actions to obtain more information. 5.4 Establish a policy for auditor rotation every five years. If not feasible, the audit committee must report the issue and reasons to shareholders. 5.5 Evaluate auditor performance at least annually. 5.6 Request and study management representation letters submitted to auditors to understand accounting practices chosen by management. 5.7 In case of disagreements between management and auditors, the audit committee should help resolve conflicts. 5.8 Approve engagements of the audit firm for non audit services, as such work and fees may affect auditor independence. 6. Review of Related Party Transactions 6.1 Consider related party transactions or potential conflicts of interest to ensure compliance with laws and stock exchange regulations. 6.2 Related party transactions are sensitive financial matters, as market prices may not be clearly determinable. Stakeholders pay close attention, especially to transactions involving directors and executives, or financial assistance to related persons or entities. The audit committee should carefully review whether such transactions are appropriate and sufficiently disclosed by management. The Audit Committee is consisted of No : 1 Audit Committee's Position : Chairman of the Audit Committee Full Name : Mr.PORNTHEP SRISA-AN Remaining term in office (year) : 1 Year 10 Month No : 2 Audit Committee's Position : AUDIT COMMITTEE Full Name : Mr.MANOON SUNKUNAKORN Remaining term in office (year) : 1 Year 10 Month No : 3 Audit Committee's Position : AUDIT COMMITTEE Full Name : Mr.CHAIRAT DEJKRAISAK Remaining term in office (year) : 1 Year 10 Month No : 4 Audit Committee's Position : SECRETARY OF THE AUDIT COMMITTEE Full Name : Ms.Vilaiphan Phaophongjan The order of audit committee number(s) that has/have adequate expertise and experience to review creditability of the financial reports. : 1 ______________________________________________________________________ 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.DUSDEE PONGSUTHIMANUS ) DIRECTOR Authorized to sign on behalf of the company Signature _________________ ( Mr.CHATCHAWAL PONGSUTHIMANUS ) 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.