Page 102 - One report AUCT2024_Eng

Part 2
Corporate Governance
(B) Non-cash Remuneration consists of;
1. The Directors and Officers Liability Insurance (D&O) in the coverage amount of 150
million Baht at the appropriate premium rate. To ensure it is adequate to protect the directors and officers from potential lawsuits and damage/loss claims as they perform their duties on behalf of the Company as
assigned.
2. The insurance of health, life, and accident in the amount of insurance premiums not
exceeding 45,000 Baht per person.
Report of Committee
The Audit Committee shall review the financial statement with the Accounting and Finance department and accounting auditor. The financial statements shall be reported to the Board of Directors on the quarterly basis. The Board of Directors is responsible for the Company’s financial statements and information (report the committee’s responsibility for financial statements) appearing in the annual report as per attachment 6. Such financial statements are prepared in accordance with generally accepted accounting principles and are audited by the Company’s auditors. The disclosure of significant information, both financial and non-financial information, is based on the complete and consistent facts.
Term in Position
According to the Company’s articles of associations in the annual general meeting, one third of the directors shall retire from the committee. If the number of directors cannot be divided in full three parts, it can be the closest rounded number. The list of the one third retired directors in the first and second year after the company registration shall be selected by casting lots. After that, the directors who have held the position for the longest of time shall retire. The directors who retire from office by rotation can be re-elected. Term of office of each director in the sub-committee will be equal to the term of the director.
The Company has independent directors who have been in the position exceeded by 9 years. The Board of Directors considered to renew since there are necessary reasons beneficial to the Company and the shareholders because the Company’s businesses have specific characteristics, so it is necessary to use knowledge and experiences of the independent directors to enhance business potential.
Report
1) TheBoardofDirectorsisresponsibleforfinancialstatementreportandgeneralinformation report to shareholders and other investors and ensures. It is accurate, complete, transparent and has reasonable explanation with supporting figures in the aspect of the operation policy, future potential and the success and challenge of the business.
2) The Board of Directors understands and supports the compliance with the professional standard of auditing practice.
102
Annual Registration Statement / Annual Report 2024
(Form 56-1 One Report)