Office of Corporate Internal Audit and Secretary to the Audit Committee The Audit Committee has assigned Office of Corporate Internal Audit to audit the company’s operations as well as executives and employees to ensure they comply with all applicable laws, rules, regulations and the internal control system. The Office also handles both internal and external whistleblowing and complaints. The manager of Office of Corporate Internal Audit is independent and reports directly to the Audit Committee. The Audit Committee has appointed Mr. Siraphong Wisetsuwan, Senior Manager, Office of Corporate Internal Audit, as secretary of the Audit Committee to support the work of the Audit Committee in organizing meetings, preparing meeting agenda, providing meeting documents and recording meeting minutes. The secretary also implement work according to the Audit Committee’s policy. Mr. Siraphong Wisetsuwan Senior Manager, Office of Corporate Internal Audit, and secretary of the Audit Committee 1 February 2023 – present (Mr. Siraphong Wisetsuwan’s professional profile appears in Executive Profiles section, Page 52) Term of Office (1) The Audit Committee members’ term of office shall be equal to that of their directorship (not more than three years). (2) Members who have complete their terms of office may be re-appointed, subject to the Board’s discretion, but they may serve no more than three consecutive terms (or a combined total of nine years. There shall be no exceptions). (3) In the event that any of the Audit Committee members vacated their position for whatever reason, the company must notify the Stock Exchange of Thailand. (4) In the case a position in the Audit Committee becomes vacant due to reasons other than retirement by rotation, the Board of Committee shall appoint another director who possesses full qualifications to fill the position within three months from the date members of the Audit Committee fell short of the required number. Duties and Responsibilities (1) Review the accuracy and adequacy of IRPC’s financial reports, ensuring that they meet accounting standards stipulated by law. (2) Review IRPC’s internal control and internal audit systems to ensure their effectiveness as well as to assess the independence of internal audit units. The Audit Committee also has the authority to approve the promotion, reassignment and dismissal of the head of internal audit unit. (3) Consider and approve the audit plan of Office of Corporate Internal Audit as well as to give opinion on the annual budget and manpower proposal of Office of Corporate Internal Audit. (4) Review and ensure the company is in compliance with the Securities and Exchange Act, rules prescribed by the SET and applicable laws to the company’s business. (5) Review and ensure the company has appropriate risk assessment and risk management. (6) Select and nominate an independent auditor to audit the company’s financial statements, determine the audit fee as well as to propose dismissal of external auditor in the event of incompetence, negligence or misconduct. The Audit Committee also holds meeting with the external auditor in the absence of the management at least once a year. (7) Examine connected transactions and other transactions with possible conflicts of interest to ensure compliance with applicable laws and regulations of the Stock Exchange of Thailand and to ensure the reasonableness of such transactions in the best interests of IRPC. 230 Corporate Governance Structure and Important Information about the Board of Directors, Board’s Committees, Executives and Employees IRPC Public Company Limited
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