1.Purpose of the Risk Management Committee
The Board of Directors places importance on compliance with good corporate governance policies. Therefore, it was resolved to appoint a Risk Management Committee. To perform the duty of considering policy and risk management framework. To serve as a guideline for practice within the company including support for training Collect and monitor risks to create awareness and understanding of the importance of risk management. and can be put into practice to build confidence and credibility with stakeholders This adds value and promotes sustainable growth of the company.
2.Elements of the Risk Management Committee
(1) Risk Management Committee Consisting of at least 3 directors or executives, at least 1 of whom is a company director.
(2) The Board of Directors shall appoint one member of the Risk Management Committee to be the Chairman of the Risk Management Committee. and the Chairman of the Risk Management Committee appoints the secretary of the Risk Management Committee. To assist with operations of the Risk Management Committee regarding meeting appointments Preparing the meeting agenda Submitting meeting documents and recording meeting minutes.
3.Qualifications of the Risk Management Committee
The chairman and directors must have the qualifications and not have prohibited characteristics as follows:
(1) Be a person with knowledge Ability and experience that will be beneficial to the performance of duties as the Risk Management Committee member and able to devote sufficient time to perform duties in order for the Risk Management Committee’s operations to be successful according to their objectives.
(2) Has qualifications and does not have prohibited characteristics according to the law on public limited companies. act Securities and stock exchange and other related laws.
4.Term of office
(1) The Risk Management Committee members have a term of office not exceeding 3 years from the date of appointment or according to their tenure as directors of the Company. When the term expires, he may be re-appointed to perform his duties.
(2) In addition to retirement from office according to the term mentioned above. The Risk Management Committee members leave their positions when:
(2.1) Pass away
(2.2) Resign
(2.3) Lack of qualifications or having prohibited characteristics according to the law on public limited companies. Laws regarding securities and stock exchange.
(2.4) The Board of Directors’ meeting resolved to remove him from his position.
(3) Any member of the Risk Management Committee who wishes to resign from his position must submit a resignation letter to the Chairman of the Board of Directors.
(4) In the event that the position of the Risk Management Committee is vacant for other reasons. Apart from the time of retirement according to the term The Board of Directors shall appoint persons who have qualifications and do not have prohibited qualifications. According to the law, he becomes a member of the Risk Management Committee. Except for the term of the Risk Management Committee. Less than 2 months remaining, the Board of Directors will not appoint Risk Management Committee the Replacement Risk Management Committee member will be in office only for the remaining term of the Risk Management Committee which he represents.
5.Meeting
(1) There must be a meeting of the Risk Management Committee at least once a year. The Chairman of the Risk Management Committee may call additional meetings as special agendas as he deems appropriate. In every meeting of the Company’s Risk Management Committee. the Chairman of the Risk Management Committee will propose the meeting agenda.
(2) In calling a meeting of the Risk Management Committee the Chairman of the Risk Management Committee or the Secretary of the Risk Management Committee as the designated person shall send the meeting invitation letter to the Risk Management Committee.
5 days in advance before the meeting date So that directors have time to study in advance before attending the meeting. Except in the case of urgent necessity, a meeting invitation letter can be sent. With various documents Less than 3 days in advance is possible, and if necessary, the meeting date may be changed to be earlier or later than the original meeting schedule.
(3) The quorum consists of not less than half of the total number of Risk Management Committee members. There will be a quorum.
(4) In the event that the Chairman of the Risk Management Committee does not attend the meeting. The Risk Management Committee members attending the meeting shall select one of the Risk Management Committee members to chair the meeting.
(5) In the case of directors who are on long-distance travel missions Can join the Risk Management Committee meeting remotely via Video / Tele Conference or any other similar tools.
(6) In voting by the Risk Management Committee, one member of the Risk Management Committee shall have one vote. and the final decision of the meeting shall be based on a majority vote. In the event that any member of the Risk Management Committee has an interest in any matter There will be no right to vote on that matter. In the case of equal votes The Chairman of the Risk Management Committee shall have an additional vote as the deciding vote.
(7) The Risk Management Committee has the authority to invite other persons who have specific duties and responsibilities. or related people or those with knowledge and expertise regarding the matter being considered to attend the meeting as deemed appropriate.
6.Duties and responsibilities
(1) Set the policy framework and guidelines for overall risk management of the company. It covers important types of risks and requires the management to have appropriate measures to prevent, correct and limit risks.
(2) Prepare a risk management policy regarding overall risk management, covering main risks that are consistent with the objectives, main goals, strategies, and acceptable risks of the business. To serve as a framework for operating the risk management process for everyone in the organization in the same direction. To present to the Board of Directors for consideration. By ensuring that the company has identified risks. and consider both external and internal factors that may cause the company to be unable to achieve its stated objectives.
(3) Review to ensure that the company has an appropriate and efficient business risk management policy. Including preparing a report of the Risk Management Committee to present to the Board of Directors’ meeting as deemed appropriate. or when received request.
(4) Determine the strategy to be used in risk management in accordance with the business risk management policy which has been approved by the Board of Directors’ meeting. along with analyzing, evaluating, and monitoring compliance with the business risk management policy that has been established.
(5) Monitor, evaluate, and supervise the management’s risk management process to be at an appropriate level and in accordance with the established policy.
(6) Consider and approve the determination of acceptable risk levels (Risk Appetite) and deviations from the organization’s acceptable risk levels (Risk Tolerance) before presenting to the Board of Directors.
to consider and give approval This includes giving opinions on risk management measures and action plans to manage the company’s remaining risks. and ensure that there is adequate and appropriate risk management.
(7) Provide advice and support to the Board of Directors and management regarding enterprise risk management. Including promoting and supporting the continuous and regular improvement and development of the risk management system within the organization.
(8) The Risk Management Committee has the authority to have various departments in the company cooperate with the Risk Management Department in explaining information in writing. or invite executives or employees in relevant departments to attend meetings with the Risk Management Committee to clarify or give information verbally or in writing Letters for risk and performance of duties according to responsibilities as the Risk Management Committee deems appropriate. In this regard, it is considered that receiving an invitation, asking questions, or requesting information is considered a duty to cooperate with employees at all levels with the Risk Management Committee.
(9) The Risk Management Committee has the authority to request departments in the company to take action or act as necessary to enable them to perform their duties in accordance with the responsibilities specified in this charter. or any other special duties As the Company’s Board of Directors will assign additional actions.
(10) Supervise and support successful risk management at both the enterprise and project levels (Enterprise Wide Risk Management) with an emphasis on increasing management and employees’ importance and consideration of risks (Risk Awareness). and to have a risk management culture (Risk Culture) that is appropriate for each factor as a basis for decision-making in using resources and taking various actions appropriately and adequately. and support the work of the risk working group and/or Risk Manager.
(11) Supervise and support the review. Review the adequacy of the company’s risk management policy and system. This includes the effectiveness of the system and compliance with specified policies. Present to the Board of Directors at least once a year to ensure that the said risk management policy Consistent with and appropriate to the strategy and current business conditions.
(12) Give suggestions on things that need to be improved and corrected to the Board of Directors. To be consistent with the policies and strategies set by the Board of Directors.
(13) Providing consultants or a person with independent opinions to give an opinion or advice as necessity.
(14) Consider Review and Improve the Charter of the Risk Management Committee at least once a year and present it to the Board of Directors. to consider approval.
(15) Perform any other duties as assigned by the Board of Directors meeting with the approval of the Risk Management Committee.
7. Reporting of the Risk Management Committee
The Chairman of the Risk Management Committee has duties and responsibilities for reporting to the Board of Directors regarding the activities of the Risk Management Committee, meeting results, or any other reports that are important to shareholders. General investors and all stakeholders
8. Performance evaluation
The Risk Management Committee organizes a self-evaluation of the performance of the committee as a whole and individually on an annual basis. To consider and review the results of practice Various problems and obstacles in the past year as reported Assessment results are submitted to the Board of Directors on an annual basis.
Board of Directors Approved on August, 10 ,2023.