IRPC Public : Appointment of Subcommittee Members

(Translation)

Pres. 138/2020

3 July 2020

Subject Appointment of Subcommittee Members

To President The Stock Exchange of Thailand

Enclosure Form of "Report on Name of Members and Scope of Work of the Audit Committee" (F24-1)

Please be informed that the IRPC's Board of directors' meeting no. 7/2020 held on 3 July 2020 passed a resolution to appoint 5 Subcommittee Members in replacement of the vacant positions effective from 3 July 2020 onwards as follows;

1) Mr. Woothisarn Tanchai	Chairman of the Nomination and Remuneration Committee
2) Mr. Somnuk Bomrungsalee	Chairman of the Audit Committee
3) Mr. Anusorn Sangnimnuan	Chairman of the Corporate Governance Committee
4) Mr. Ekniti Nitithanprapas	Member of the Risk Management Committee
5) Mr. Jumpol Sumpaopol	Member of the Audit Committee

Therefore, The Subcommittee members will be as follows;

• 1. The Audit Committee

  • 1) Mr. Somnuk Bomrungsalee Chairman (Independent Director)

  • 2) Ms. Siriwan Chierapong Member of the Committee (Independent Director)

  • 3) Mr.Jumpol Sumpaopol Member of the Committee (Independent Director)

• 2. The Corporate Governance Committee

1) Mr. Anusorn Sangnimnuan	Chairman (Independent Director)
2) General Nattaphon Narkphanit	Member of the committee (Independent Director)
3) Mr. Charcrie Buranakanonda	Member of the committee (Independent Director)

3. The Nomination and Remuneration Committee

1) Mr.Woothisarn Tanchai	Chairman (Independent Director)
2) Mr.Kris Imsang	Member of the Committee
3) Air Marshal Boonsuib Prasit	Member of the Committee (Independent Director)

4. The Risk Management Committee

• 1) Mr. Nattachat Charuchinda

• 2) Mr. Ekniti Nitithanprapas

• 3) Mr. Worawat Pitayasiri

• 4) Mr. Wattanapong Kurovat

• 5) Mr. Noppadol PinsupaPlease be informed accordingly.

Yours sincerely,

- Noppadol Pinsupa-

(Mr. Noppadol Pinsupa)

President and Chief Executive Officer

Corporate Secretary and Compliance Division Tel. [phone]

Fax. [phone]

Chairman (Independent Director) Member of the Committee Member of the Committee Member of the Committee Member of the Committee

F 24-1

Form to Report on Names of Members and Scope of Work of the Audit Committee

IRPC Public Company Limited's Board of Directors meeting no. 7/2020, held on

3 July 2020, resolved the meeting's resolutions in the following details:

Appointment of the Audit Committee / Renewal for the term of Audit Committee:  Chairman of the Audit Committee  Member of the Audit Committee as follows:

(1)…… Mr. Somnuk Bomrungsalee …..… Chairman of the Audit Committee ……. (2)……. … ............................................................ … ..................................................... (3) ………………………………………............................................... … ....................

The appointment/renewal of which shall take an effect as of 3 July 2020.

Determination/Change of the scope of duties and responsibilities of the Audit Committee with the following details: …………………………………………………………………………………………………………………………………………………………… ………………………………………………………………… ... …………………………………………………………………………… . …………

The determination or change of which shall take an effect as of …………………

The Audit Committee is consisted of:

• 1. Chairman of the Audit Committee: Mr.Somnuk Bomrungsalee remaining term 3 year (AGM 2023)

• 2. Member of the Audit Committee: Mr. Jumpol Sumpaopol remaining term 3 year (AGM 2023)

• 3. Member of the Audit Committee: Miss Siriwan Chierapong remaining term 2 year (AGM 2022)

  Secretary to the Audit Committee: Mr. Thammasak Panyowatkool

Enclosed hereto is copy of the Certificate and Biography of a Member of the Audit Committee. The Audit Committee Member No. 1 to 3 have adequate expertise and experience to review creditability of the financial reports.

The Audit Committee of the company has the scope, duties and responsibilities to the Board of Directors on the following matters;

• 1) Review the company's financial reports to meet accounting standards with correctness and sufficiency.

• 2) Review the adequacy and effectiveness of internal control system and internal audit of the Company including considers the independent of internal control. Consider, appoint, transfer, or dismiss the head of the Office of the Internal Audit, as well as consider the independence of the office.

• 3) Consider the scope of auditing and auditing plans of the Office of the Internal Audit including the sufficiency of internal audit budget, and resources of the Office of the Internal Audit.

• 4) Review the Company's compliance with the Securities and Stock exchange law, rules and regulations of the Stock Exchange of Thailand or any other laws applicable to the Company's business.

• 5) Review the effectiveness and sufficiency of the risk management process.

• 6) Consider, select and propose an appointment of an external auditor, including its fee, or recommend the dismissal of the external auditor due to lack of ability dereliction or malpractice, as well as to attend a non-management meeting with an auditor at least once a year.

• 7) Review the Connected Transactions, or any transactions which may have conflicts of interests so as to comply with regulations and requirements of the Stock Exchange as well as to ensure that such transaction is of reasonable and of highest interest of the Company.

• 8) Prepare the Audit Committee Report and disclose in Company's Annual Report. Such Audit Committee Report shall be signed by Chairman of Audit Committee and shall be signed by the Chairman of the Audit Committee and shall consist of the following details;

  • - Opinion of the accuracy and reliability of the financial report.

  • - Opinion of the adequacy of Company's internal control.

  • - Opinion of the compliance with laws on Securities and Stock Exchange, requirements of Stock Exchange of Thailand or any other laws applicable to the Company's business.

  • - Opinion of the proper of auditors.

  • - Opinion of any transactions which may have conflict of interest.

  • - The number of meeting of Audit Committee and the number of attendance by members of Audit Committee.

  • - Opinion or remark in performing according with the Charter by Audit Committee.

  • - Any others things which shareholders and general investors should know under the scopes, duties and responsibilities assigned by the Board of Directors.

• 9) Performs other tasks as assigned by Board of Directors with the agreement of Audit Committee. The Audit Committee is responsible directly to the Board of Directors in accordance with the duties and responsibilities assigned to them. Additionally, the Board of Directors is also responsible to third parties for the operation of the Company as well.

10) Other duties

• - Seek competent advice or assistance from any independent consultant or expert when necessary, the costs and expenses of such services or invitations shall be on the Company's account.

• - Possess the authority to have access to the Company's information from management, employee and relevant persons.

• - Review and revise the Audit Committee Charter at least once a year to ensure its efficiency and comply with the expectation of the Board of Directors.

• - Inquire the management and external auditor to report the significant financial statement.

• - Receive adequate information about the Company's overall performance as well assufficient and regular training in relevant to performing the Audit Committee's duties.

The Company certified that

• 1. All members of Audit Committee are qualified in accordance with requirements of the Stock Exchange of Thailand

• 2. Scopes, duties and responsibilities of Audit Committee above complies with requirements of the Stock Exchange of Thailand.

- Noppadol Pinsupa -

Signature

President and Chief Executive Officer

(Mr.Noppadol Pinsupa)