Page 149 - BTSGroup ONE REPORT 2021/22_EN

BTS Group Holdings Public Company Limited 5.2 Corporate Governance Structure 147
Annual Report 2021/22

Roles and Duties of the Chairman of the Board of Directors As of 31 May 2022, the Audit Committee consisted of 3 members.

• The Chairman as the chief of the Board of Directors has the duties and
responsibilities to supervise and monitor the due performance of the Board Name Position
of Directors and other subcommittees to efficiently achieve the business
objectives and plans, as well as to ensure that all directors contribute to 1. Mrs. Pichitra Mahaphon* Chairman of the Audit Committee
the promotion of ethical culture and good corporate governance 2. Mr. Suchin Wanglee Audit Committee Member
3. Professor Charoen Wattanasin Audit Committee Member
• The Chairman is the person who calls the meetings of the Board of Directors.
In calling a meeting, the Chairman shall send out the meeting invitation to Remark :
all directors at least 7 days prior to the meeting date, except in necessary * Mrs. Pichitra Mahaphon was appointed as the Acting Chairman of the Audit Committee with
and emergency cases effective from 15 February 2021, and was appointed as the Chairman of the Audit Committee,
with effective from 19 July 2021.
• To act as the chairman at the meetings of the Board of Directors and to
cast the casting vote in case of an equality of votes Mrs. Pichitra Mahaphon is the member of the Audit Committee who has
adequate expertise and experience to review the creditability of the Company’s
• To act as the chairman at the shareholders’ meetings of the Company financial statements.
and to conduct the meeting in compliance with the Company’s Articles of
Association and to cast the casting vote in case of an equality of votes
Duties and Responsibilities of the Audit Committee
• To perform other duties as specified by laws • To review the Company’s financial reporting process to ensure that it
is accurate and in accordance with the generally accepted accounting
More information on the structure, qualifications, the Board of Directors’ principles and that there is adequate disclosure
Charter term of office, and duties and responsibilities of the Board of
Directors, and the roles and duties of the Chairman can be found in at • To review the Company’s internal control system, internal audit system, and
https://www.btsgroup.co.th/u/en/2021/board-of-directors-charter risk assessment policy to ensure their appropriateness and efficiency, to
review the independence of the Internal Audit Office, and to approve, jointly
Subcommittees with the Chief Executive Officer, the appointment, transfer and dismissal
of the head of the Internal Audit Office
Audit Committee
The structure of the Audit Committee entirely consists of independent • To review to ensure that the Company is in compliance with the laws
directors who possess the qualifications in accordance with the Definition relevant to the Company’s businesses
of Independent Director of the Company, which is “more stringent” than the
minimum requirements of the notifications of the Capital Market Supervisory • To consider, select, nominate and terminate the Company’s external
Board. The Audit Committee shall consist of at least 3 members and at least auditor(s) and propose their remuneration
one member must be knowledgeable and experienced in accounting in order
to review the reliability of the financial statements.