Page 118 - PSTC - One Report 2023 (EN)

Annual Report 2023 (Form 56-1 ONE REPORT)
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8. NotengageinbusinessesofthesamenatureandincompetitionwiththeCompanyoritssubsidiaries,or not being an implied partner in a partnership or a director involved in the management of workers, employees or consultants who receive regular salaries or hold more than one percent of the total number of voting shares of other companies operating in the same manner in significant competition with the business of the Company or its subsidiaries.
9. There are no other characteristics that would impede the rendering of an independent opinion on the company’s operations.
10.Not be a director assigned by the Board of Directors to decide on the activities of a company, parent company, subsidiary, affiliate or subsidiary of the same level as a major shareholder or person with controlling authority in the company.
11.Not be a director of a parent company, subsidiary or only a subsidiary of the same level listed on the Stock Exchange of Thailand.
In addition, at least one (1) independent director who serves as an Audit Committee member must be a person with sufficient knowledge and experience in accounting or finance to be able to review the reliability of the financial statements. The Company will also consider other qualifications, including business experience, business-related specialties, ethics, etc.
Recruitment and Appointment of Audit Committee Members Composition of the Audit Committee
1. The Audit Committee consists of at least 3 independent directors who have sufficient knowledge and
experience to act as Audit Committee members. At least one director must have sufficient knowledge and
experience to be able to review the reliability of the financial statements.
2. TheAuditCommitteewillselectoneauditcommitteemembertoserveaschairmanoftheAuditCommittee.
3. TheAuditCommitteewillappointtheheadoftheCompany’sInternalAuditDepartmentastheSecretary
of the Audit Committee to be responsible for preparing and holding audit committee meetings, as well as
coordinating reports to the Board of Directors, investors, shareholders and the Stock Exchange of Thailand.
4. TheAuditCommitteeisresponsibleforconsideringtheappointmentoftheSecretarytotheAuditCommittee. The Secretary has the duty to participate in meetings but does not have voting rights within the Audit
Committee.
Qualifications of the Audit Committee
Audit Committee members must have the same qualifications as the qualifications for independent directors as specified in the section “Qualifications of Independent Directors”.
Term of Office of the Audit Committee
The Audit Committee members have only the same number of terms as the existing terms on the Board of Directors. Directors who have left office upon expiration of term are eligible for re-election. In addition to vacancies due to expiration of term, Audit Committee members can be released from office under the following circumstances: