Page 114 - annual report AUCT 2025_Eng

Business Operation and Operating Results Corporate Governance Financial Statements Attachments
(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 50,000 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) The Board of Directors is responsible for financial statement report and general information
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.
3) The Board of Directors reflects its responsibility in the financial report disclosure in the Form
56-1 One Report, together with financial statement and auditor report include.
3.1) It is an action in compliance with the law that requires the Board of Directors to prepare
the true and reasonable financial statement and operation performance for quarterly
or yearly in the previous.
114
Annual Registration Statement / Annual Report 2025
(Form 56-1 One Report)