Appointment of a Director to Fill the Vacant Position
The Stock Exchange of Thailand·08/10/2026 11:47:40
Change of director/Executive
New election
The date of board's resolution/submit : 10-Aug-2026
news
Director Name : Mr. Kanokpong Muangsri
Position in company (1) : Director
Effective Date (1) : 11-Aug-2026
Position in company (2) : Independent Director
Effective Date (2) : 11-Aug-2026
Position in company (3) : Audit Committee
Effective Date (3) : 11-Aug-2026
Position in company (4) : Nomination and Remuneration Committee
Effective Date (4) : 11-Aug-2026
More detail : The Board of Directors resolved to
appoint Dr. Kanokpong Muangsri as a Director, Audit Committee Member, and
Nomination and Remuneration Committee Member, replacing the vacant positions,
with effect from August 11, 2026 onwards.
The Board of Directors has considered and determined that Dr. Kanokpong Muangsri
possesses extensive knowledge, capabilities, experience, and expertise in
various areas, including communication and strategic management, healthcare
business development and innovation, intellectual property law, and corporate
governance. His appointment is expected to further strengthen the Company's
operations and enhance the efficiency of its corporate governance.
______________________________________________________________________
Form to Report on Names of Members and Scope of Work of the Audit Committee
(F24-1)
Date of shareholders/board resolution : 10-Aug-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 :
The Audit Committee is consisted of
No : 1
Audit Committee's Position : CHAIRMAN OF THE AUDIT COMMITTEE
Full Name : Mr.DUSIT CHONGSUTTHANAMANEE
Remaining term in office (year) : 8 Month
No : 2
Audit Committee's Position : AUDIT COMMITTEE
Full Name : Mr.KAMON CHAIYASIT
Remaining term in office (year) : 1 Year 8 Month
No : 3
Audit Committee's Position : Audit Committee
Full Name : Mr.Kanokpong Muangsri
Remaining term in office (year) : 2 Year 8 Month
Number of copies of the certificate and : 1
biography of the audit committee
(persons)
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. Review that the Company and its subsidiaries prepare financial reports
(quarterly and annually) that are accurate, complete, sufficient, reliable, and
timely, in compliance with accounting standards and financial reporting
standards prescribed by law. The Audit Committee shall coordinate and meet with
the auditors and executives responsible for preparing financial reports
(quarterly and annually) and adequate disclosure, and present them to the Board
of Directors' meeting and/or Shareholders' meeting (as the case may be) for
further consideration and approval. In this regard, the Audit Committee is
responsible for overseeing management's responsibility for preparing the
Company's financial statements, and external auditors are responsible for
auditing such financial statements. The Audit Committee and the Board of
Directors jointly acknowledge that management, internal auditors, and external
auditors possess more resources, time, and knowledge regarding accounting,
auditing, internal control systems, and the Company's financial reporting
processes than the Audit Committee. Therefore, the Audit Committee's oversight
role regarding such financial reports shall not be construed as a special
guarantee of the financial statements and financial information presented by the
Company to shareholders and other parties.
2. Review that the Company and its subsidiaries have appropriate, sufficient,
and effective internal control and internal audit systems.
3. Review and approve the internal audit plan in conjunction with the internal
auditor, particularly concerning internal control systems and financial
management processes. Provide opinions and observations on the budget and
staffing of the internal audit department for submission to management for
approval. Consider the audit plan and scope of internal auditors and the
Company's auditors, including internal audit consultants (if any), to ensure a
complementary and non-redundant relationship. Review internal audit reports and
consider following up on issues identified in such reports.
4. Review that the Company and its subsidiaries comply with the Public Limited
Company Act, securities and exchange laws, SET regulations, and laws related to
the Company's business. Also, review that the Company's subsidiaries comply
with the criteria stipulated in the policy on governance of operations in
subsidiaries and associates, and the good corporate governance policy.
5. Consider, select, and propose the appointment of independent individuals to
serve as the Company's auditors and determine their remuneration, taking into
account their credibility, sufficiency of resources, audit workload of the audit
firm, and the experience of personnel assigned to audit the Company, including
past performance, as well as consider the removal of auditors. The Audit
Committee shall submit such opinions to the Board of Directors for further
consideration and approval. Furthermore, coordinate with the auditors regarding
the objectives of the audit, scope, approach, plan, issues encountered during
the audit, and matters deemed material by the auditors. The Audit Committee
shall also meet with the auditors without management present at least once a
year.
6. Review the scope and audit methodology proposed by the auditors, including
considering the reasons for any changes to the audit plan (in case of subsequent
changes to the audit plan). Also, recommend that the auditors review or examine
any items deemed necessary and material during the audit of the Company and its
subsidiaries. And review the auditors' reports submitted to management for
rectification and follow up on the implementation of those recommendations.
7. Consider connected transactions or transactions that may involve conflicts
of interest, as well as the acquisition or disposal of assets by the Company and
its subsidiaries, to ensure they are accurate, complete, and in compliance with
securities and exchange laws and SET regulations. Also, ensure accurate and
complete disclosure of information regarding such transactions, as well as the
governance of operations in subsidiaries and associates, and the good corporate
governance policy. This is to ensure that such transactions are reasonable and
provide the utmost benefit to the Company.
8. Prepare the Audit Committee's report for disclosure in the Company's annual
report. Such report must be signed by the Chairman of the Audit Committee and
must contain at least the information prescribed by the SEC's announcements,
including at least the following information:
- Opinion on the accuracy, completeness, and reliability of the Company's
financial reports.
- Opinion on the adequacy of the Company's internal control system.
- Opinion on compliance with securities and exchange laws, including SET
regulations, or laws related to the Company's business.
- Opinion on the suitability of the Company's auditors.
- Opinion on transactions that may involve conflicts of interest.
- Number of Audit Committee meetings and attendance of each Audit
Committee member.
- Overall opinions or observations of the Audit Committee derived from
performing duties according to the charter.
- Any other items that shareholders and general investors should be aware
of, within the scope of duties and responsibilities assigned by the Board of
Directors.
9. Review that the Company has appropriate and effective risk management
processes, capable of assessing the adequacy and suitability of applying such
risk management processes strategically to enable the Company to develop and
grow sustainably.
10. Support the operations of the Risk Management Working Group and the Board of
Directors in overseeing the Company's overall risk management, to ensure that
risk management aligns with the Company's operations. Also, fully consider risks
to stakeholders and related parties.
11. Meet with management and the internal audit department to review that the
Company has adequate risk management and control systems.
12. In performing its duties, if the Audit Committee finds or suspects any of
the following transactions or actions that may significantly affect the
Company's financial position and operating results, the Audit Committee shall
report to the Board of Directors for corrective action within a period deemed
appropriate by the Audit Committee:
1) Transactions that may involve conflicts of interest.
2) Suspicions or presumptions of potential fraud, irregularities, or significant
deficiencies in the internal control system.
3) Suspicions of potential violations of SEC regulations, SET regulations, the
Public Limited Company Act, securities and exchange laws, or other regulations
related to the Company and/or its business.
13. In cases where the auditor finds suspicious circumstances indicating that a
director, executive, or person responsible for the Company's operations has
committed an offense as specified by law and has informed the Audit Committee of
the facts regarding such circumstances, the Audit Committee shall report the
preliminary audit results to the SEC within 30 days from the date of
notification. The suspicious circumstances to be reported and the methods for
obtaining facts about such circumstances shall comply with SEC regulations or
other relevant criteria.
14. Review that the Company has a continuous process for developing good
corporate governance, and provide necessary guidelines and recommendations for
development. This includes emphasizing and promoting the Company to set good
corporate governance as a regular agenda item for Board of Directors' meetings
and the Company's annual general shareholders' meetings. And ensure that the
Chairman of the Audit Committee receives a copy of the report on conflicts of
interest under Section 89/14 of the Securities and Exchange Act from the Company
Secretary within 7 business days from the date the Company receives such
report.
15. Consider the independence of the internal audit unit, including the adequacy
of its budget and personnel. As well as approve the appointment, transfer, or
dismissal of the Head of Internal Audit or any other unit responsible for the
Company's internal audit. And evaluate the annual performance of the Head of
Internal Audit.
16. The Audit Committee shall regularly review the suitability of the charter
annually to ensure that its content aligns with the Company's objectives,
operational strategies, and current legal changes. Any significantly amended
charter must be approved by the Board of Directors.
17. Consider the adequacy and effectiveness of coordination between the auditors
and internal auditors.
18. Review the Company's internal processes regarding whistleblowing, complaint
handling, and operations to ensure compliance with the anti-corruption policy,
relevant regulations and laws, and international standards, ensuring they are
robust, appropriate, up-to-date, and efficient, as determined by the Audit
Committee.
19. Perform any other tasks assigned by the Board of Directors and approved by
the Audit Committee. The Audit Committee shall regularly review the suitability
of the charter annually to ensure that its content aligns with the Company's
objectives, operational strategies, and current legal changes. Any significantly
amended charter must be approved by the Board of Directors.
______________________________________________________________________
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.CHANAPAT KAOUBOL )
DIRECTOR
Authorized to sign on behalf of the company
______________________________________________________________________
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