Page 193 - BTSGroup ONE REPORT 2021/22_EN

BTS Group Holdings Public Company Limited 5.4 Internal Control and Related Party Transactions 191
Annual Report 2021/22

Transaction Value (THB million)
Related Party and
Description Rationale and Necessity
Nature of Relationship 2021/22 2020/21 2019/20

In addition, he is the son of • Transactions for the year consisting of: • The Audit Committee Meeting
Mr. Keeree Kanjanapas, the Service expenses 1.12 - - No. 2/2022 held on 27 May 2022
Chairman, Chairman of the Executive • Outstanding balances consisting of: was of the opinion that the
Committee and a major shareholder Other receivables 1.12 - - aforementioned transactions is
of the Company. reasonable and highly beneficial

• Mr. Kavin Kanjanapas is also to the Company.
the director and major shareholder
holding 100% of shares in K.V.S.A
Holding Co., Ltd.

Measures or Procedures for Approving Related Party Transactions If there is any related party transaction between the Company or its subsidiary
All related party transactions must be approved by the Audit Committee and and a connected person or a person who may have a conflict of interest or a
the Board of Directors or the shareholders’ meeting, as the case may be, in conflict of any kind, the Company will request the Audit Committee to review
accordance with the Notification of the Board of Governors of the SET Re: and give opinion on the necessity and appropriateness of such transaction.
Disclosure of Information and Other Acts of Listed Companies Concerning the Moreover, if the Audit Committee does not have expertise to review such
Connected Transactions B.E. 2546 (2003) (as amended) and the Notification transaction, the Company will have an independent expert, independent
of the Capital Market Supervisory Board No. TorJor. 21/2551 Re: Rules on financial advisor, or the Company’s auditor provide opinion on such transaction,
Connected Transactions (as amended), as well as laws on securities and so that the Board of Directors or the shareholders, as the case may be, can use
exchange, regulations, notifications, orders or requirements of the SET relating such opinion to support their decision making. In case where the related party
to the execution of connected transactions or transactions which may create transaction is proposed for the shareholders’ meeting’s approval, the Company
a conflict of interest or the relevant regulations that are applicable at such shall appoint an independent financial advisor to report and give opinion on the
time (the “Relevant Rules and Regulations on Related Party Transactions”). execution of such transaction to the shareholders. The Company will disclose
the related party transactions in the remarks of the financial statements as
audited by the Company’s auditor, the Annual Registration Statement / Annual
Policy and Outlook for Future Related Party Transactions
Report (Form 56-1 One Report) of the Company.
The Company may need to enter into related party transactions with connected
person(s) or person(s) who may have a conflict of interest in the future. In such
an event, the Company will determine the transaction terms and conditions to
correspond with the general trading conditions and market price comparable to
those offered to third parties. The Company will also comply with the Relevant
Rules and Regulations on Related Party Transactions.