Page 397 - BAM ONE REPORT 2565 (ENGLISH VERSION)

391

Form 56-1 One Report 2022

6.3.1 Review and ensure that the Company has an internal control system, good corporate governance
process, risk management process, and an appropriate and effective internal audit system.

6.3.2 Review compliance with the laws, rules and regulations.
(1) Review the Company’s compliance with the securities and exchange laws, SET regulations, as
well as the laws, rules, and regulations applicable to the Company.
(2) Review and ensure that the Company adequately and appropriately complies with anti-
corruption policies and measures.
6.3.3 Review and ensure that the risk management system and risk management performance of the
management is in line with the risk appetite of the Company.
6.3.4 Give importance to integration of governance, risk management, and compliance (GRC) work
processes, and coordination and exchange of information between various relevant committees to achieve work
integration and foster GRC atmosphere and culture across the organization.
6.4 Prepare the Audit Committee Charter and conduct a review at least once a year in accordance with the

scope of responsibilities for the Company’s business operation, subject to approval by the Board of Directors.
6.5 Internal Audit Unit and internal auditor
6.5.1 Approve the Charter of the Internal Audit Unit, audit plan, and annual budget of the Internal Audit
Unit.
6.5.2 Consider the independence of the Internal Audit Unit
6.5.3 Consider and approve the appointment, rotation, removal, and evaluation of performance of top
executive of the Internal Audit Unit, and/or engagement of an internal audit company or any other agency to be in charge
of internal audit work.
6.6 Other duties and responsibilities

6.6.1 Perform any other tasks as prescribed in the laws, rules and/or regulations applicable to the
Company or as assigned by the Board which are under the scope of duties and responsibilities of the Audit Committee.
6.6.2 In performing the duties under this Charter, the Audit Committee shall report directly to the Board
of Directors, and the Board of Directors shall still be held accountable to external parties for the Company’s business
operation.

7. Meetings and Agendas
7.1 The Audit Committee must hold a meeting at least once a quarter. If necessary, the top management,
executives, or other persons may be invited to attend the meeting. The Audit Committee must also hold meetings with
the auditor without the presence of management, executives, or other persons at least once a year.
7.2 The quorum of the Audit Committee must consist of no fewer than three-fifths of the Audit Committee

members. In the event that the Chairman of the Audit Committee is not able to present at the meeting or is unable to
perform his duties, the Audit Committee members presenting at the meeting shall elect one member to preside over
the meeting.
7.3 The decision of the meeting shall be made by a majority of votes. Each member of the Audit Committee
has 1 vote and he/she must not have an interest in such agenda. If the votes are equal, the Chairman of the Meeting
shall be the arbiter.