Page 142 - Tata Steel One Report 2024-Eng-Ebook HY

Business Operation and Performance Driving Business Towards Sustainability
Corporate Governance Policy Financial Statements Attachments
Scope of authority of the Board of Directors
The Board of Directors has the duty and authority to manage the Company in compliance with the objectives, Articles of Association and resolutions of the shareholder’s meeting. However, the Board may not approve or decide on the following issues unless acknowledged by the majority of the attending Directors in the meeting of the Company and/or Subsidiary:
1. AnyloanexceedingBaht50millionwhichisnotin the Group’s annual budget.
2. Granting loans, collaterals, indemnifications, guarantees, letters of support or commitments to any persons and not in the Group’s annual budget.
The Audit & Risk Review Committee
3. AnyinvestmentsexceedingBaht50millionwhichis not in the Group’s annual budget.
4. Sales,transfers,rentoutorpermissionsrelatedtoany properties or assets with the book value exceeding Baht 50 million and not in the group’s annual budget.
5. Approvals or amendments of the Group’s annual budget.
6. Anytransactionswithconnectedpartieswhichisnot in the course of normal business operation.
7. Changingoftheaccountingpolicy,approvalofthe annual consolidated financial statements, annual individual financial statements, and quarterly group financial statements.
8. ChangesrelatedtotheGroup’sbusinessoperation or termination of any business operation.
Name
Position
Number of Meetings (During financial year 2024-25)
Attendance
1.
Ms. Anuttara
Panpothong (a)
Chairperson
4
4 (b)
2.
Mr. Thaevan
Uthaivath (a)
Member
4
4
3.
Mr. Taratorn
Premsoontorn (a)
Member
4
(There were 3 meetings during his tenure as a member of the Committee)
3 (b)
Remark: (a) Independent Director
(b) Attended one meeting through electronic media
Scope of authority of the Audit & Risk Review Committee
1. Supervise and review to ensure that the Company’s financial reporting complies with the accounting standards as specified by the laws with transparency, accuracy, and adequacy.
2. Encouraging development of a financial reporting system to meet with international accounting standards.
3. Review the Company’s internal control system for appropriateness and effectiveness.
4. Reviewtheriskmanagementsystemandmonitoring of the overall risk management framework of the Company.
5. Review the Company’s compliance with laws on securities and securities exchange and other laws & regulations related to Company’s business.
6. Review internal audit plans and audit procedures including audit evaluation of the Company’s various operations.
7. DisclosureoftheCompany’sinformationincaseof connected transaction or transaction that may induce conflict of interest for accuracy and completeness in compliance with the Securities Exchange’s regulations. This is to ensure that those transactions are reasonable and to the best interest of the Company.
8. Review and provide recommendations on Internal Audit function’s performance and coordinate with the auditors.
9. Prepare report on business supervision of the Audit & Risk Review Committee for publishing in the Company’s annual report. Such report to be signed by Chairman of the Audit & Risk Review Committee and should contain at least the following information
140 Tata Steel (Thailand) Public Company Limited