Page 96 - PSTC - One Report 2023 (EN)

Annual Report 2023 (Form 56-1 ONE REPORT)
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Supervises and monitors the management of the Board of Directors and other sub-committees to achieve set objectives.
Casts the deciding vote in the event that the Board of Directors’ meeting has a vote and the votes of both parties are equal.
Company secretary
The Company’s secretary is required to prepare the Board of Directors and the shareholders’ meetings, along with various activities in assisting the Board of Directors to comply with laws and related regulations, including the support for its corporate governance according to good corporate governance standards in order to comply with the Securities and Exchange Act (No. 4) B.E. 2551 (2008), Section 89/1.
The Board of Directors’ Meeting No. 5/2023, held on July 20, 2023, unanimously resolved to appoint Ms. Wassana Nookua as the Company’s secretary. Emter duties and responsibilities of Company Secretary.
1. Assist directors and executives in complying with laws, regulations, requirements, and Company rules in a correct and consistent manner.
2. Be responsible for organizing the Board of Directors and the shareholder’s meetings, including the coordination regarding the compliance with the meeting’s resolutions.
3. Ensure that information is disclosed and reported on part of the responsibility and in accordance with the rules and regulations of the Stock Exchange of Thailand and the Securities and Exchange Commission, including related laws.
4. Prepare and arrange the following documents.
4.1 Director’sregistration
4.2 LetterofappointmentfortheBoardofDirectors’meetingandtheBoardofDirectors’meetingminutes 4.3 Letterofappointmentfortheshareholders’meetingandtheshareholders’meetingminutes
4.4 TheCompany’sannualreport
4.5 Thereportondirectorsandexecutives’stakeholding.
7.3 Information about Sub-Committees
7.3.1 Information on Each Sub-Committee Appointed
The Board of Directors will form sub-committees by determining the qualifications, duties, responsibilities and terms of office as set forth in the charter or announcement of the appointment of each sub-committee as follows:
In 2023, the sub-committees performed the following duties: The Audit Committee
The Audit Committee consists of all independent directors responsible for reviewing financial reports, the internal control system, and the internal audit with accuracy, adequacy, and effectiveness and in compliance with relevant laws. The Audit Committee’s role involves the selection and appointment of auditors to consider related reports that may have conflicts of interest. It also includes providing opinions on corporate governance and guidelines for corporate governance and business ethics, including compliance with the policy and principles of ethical framework.