Thai Oil Public : Form to Report on Names of Members and Scope of Work of the Audit Committee (F 24-1)

F 24-1

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

The Company's Board of Director meeting /shareholders meetingof Thai Oil Public Company Limited

No. 10/2020held on October 22, 2020resolved the meeting's resolutions in the following manners:

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. Plakorn Wanglee	Independent Director

• the appointment/renewal of which shall take an effect as of November 1, 2020Determination/Change in the scope of duties and responsibilities of the audit committee with the

following details:

	, the determination/change of which shall take an effect as of …………
As of November 1, 2020the audit committee is consisted of:
1.	Chairman of the audit committee Pol. Gen. Aek Angsananont	remaining term in office 2 years 6 months
2.	Member of the audit committee	Associate Prof. Dr. Pasu Decharinremaining term in office - year 6 months
3.	Member of the audit committee	Mr. Praphaisith Tankeyura	remaining term in office 2 years 6 months
4.	Member of the audit committee	Mr. Plakorn Wanglee	remaining term in office 1 years 6 months

Secretary of the audit committee is Ms. Prapin Thongnium, Vice President-CorporateInternal Audit

Enclosed hereto are 1copy of the certificate and biography of the audit committee. The Audit Committee Member number(s) 3 and 4have adequate expertise and experience to review creditability of the financial reports.

The audit committee of the Company has the scope of duties and responsibilities to the Board of Director on the following matters:

1. Reviews the efficiency and effectiveness of the good corporate governance, risk management, and internal control processes.
2. Reviews the Company's financial reporting process to ensure its accuracy, credibility, and sufficient information disclosure by coordinating with the external auditors. The responsible executive is required to prepare quarterly and annually financial reports to comply with the Thai Financial Accounting Standards and to promote the development of accounting systems to be comparable to the International Financial Accounting Standards.
3. Reviews the Company's compliance with laws governing securities and stock exchange, or requirements of the Stock Exchange of Thailand, and other policies, rules, regulations, charters, and laws applicable to the Company's business.

1. Considers the connected transactions, or the transactions that may lead to conflicts of interest, to ensure that they are in compliance with the laws and the Stock Exchange of Thailand's regulations, and are reasonable and for the highest benefit of the Company.
2. Considers to select, nominate, re-elect, and terminate the Company's external auditors and to propose the auditors' remuneration to the Board of Directors before tabling to the shareholder's meeting for approval respectively. The Audit Committee, also, is to meet with the external auditor without executives at least once a year.
3. Reviews the anti - corruption self - assessment for certification process and sign by The Chairman of the Audit Committee.
4. Finds facts and track progress of complaints that may imply fraud that the Audit Committee has received through the whistle blowing channels to ensure duly action.
5. Reviews and provides opinion on internal audit plan and system to meet internationally -accepted methods and standards.
6. Considers the independence of the Internal Systems Audit Section including the adequacy of the budget and workforce of the Internal Systems Audit Section, and considers to approve the appointment and relocation of, and evaluates the annual performance of the Head of the Internal Systems Audit Section.
7. The Audit Committee may seek independent opinions from professional advisors or specialists in other fields when needed under the Company's expense with the approval from the Board of Directors. The employment of advisors or specialists must comply with the Company's regulations.
8. Chairman or members of the Audit Committee shall attend the shareholders' annual general meeting in order to clarify issues associated with the Audit Committee or appointment of the external auditors.
9. Approves the disclosure of quarterly financial statements to the Stock Exchange of Thailand.
10. Reports the operating results of the Internal Audit to the Board of Directors annually. Such report must includes the Audit Committee's opinion on internal audit, opinions on financial reports, adequacy of internal control systems, and other applicable topics to the Board of Directors as deemed appropriate.
11. Approves the Audit Committee Charter before presenting to the Board of Directors for approval. The Committee shall review its charter at least once a year.
12. Prepares the Audit Committee's report signed by the Chairman of the Audit Committee. The report is to be disclosed in the Company's annual report in accordance with the requirement of the Stock Exchange of Thailand, and shall consist of at least the following information:
13. 1. Opinion(s) on the accuracy and credibility of the Company's financial report;
    2. Opinion(s) on the adequacy of the Company's internal control system;
    3. Opinion(s) on the compliance with the law on the Securities and Exchange Commission, the Stock
       Exchange of Thailand's regulations, or laws applicable to the Company's business;
    4. • 2 -

1. 1. Opinion(s) on the suitability of the external auditors;
   2. Opinion(s) on the transactions that may lead to conflicts of interests;
   3. The number of the Audit Committee's meetings and the attendance of such meetings of each committee member;
   4. Opinion(s) or overview comment gained from the Audit Committee's its performance or duties in accordance with the Committee Charter; and
   5. Other reports which should be known to the shareholders and general investors under the roles and responsibilities as assigned by the Company's Board of Directors.
2. After the Audit Committee receives from the auditors the information on any suspicious circumstances that the director, manager or any person responsible for the Company's operation commits an offence under the Securities and Exchange Act, the Audit Committee is required to report the preliminary inspection to the Company's Board of Directors prior to reporting the Securities and Exchange Commission and the Company's auditors within 30 days from the date of the auditor's notification is received.
3. For the Audit Committee's duty, if it is found or suspected that there is any transaction or action that may materially affect the Company's financial condition and operating results, the Committee shall promptly report it to the Board of Directors for rectification in a timely manner.
   - A transaction which causes a conflict of interest;
   - Any fraud, irregularity, or material defect in the internal control system;
   - An infringement of laws or the Stock Exchange of Thailand's regulations, and any laws applicable relating to the Company's business.
   If the Audit Committee reports to the Board of Directors on suspicious actions and discusses with the Board and executives on the rectification of such issue, when it is due time, as agree by all involved. If the Audit Committee finds that the Board or executives fail to make corrective actions without a justifiable reason, any member of the Audit Committee may report such transaction or action directly to the Securities and Exchange Commission or the Stock Exchange of Thailand.
4. Performs other duties as assigned by the Company's Board of Directors, with the approval of the Audit
   Committee.
   Under its scope of duties and responsibilities, the Audit Committee is authorized to invite the executives, or any concerned persons to give suggestions, to attend the meeting, or to deliver necessary information.
   In its performance of duties, the Audit Committee must be directly responsible to the Company's Board of Directors, while the Company's Board of Directors shall remain responsible to third parties for the operations of the Company.
5. • 3 -

The Company hereby certifies that

1. The qualifications of the aforementioned members meet all the requirements of the Stock Exchange of Thailand; and
2. The scope of duties and responsibilities of the Audit Committee as stated above meet all the requirements of the Stock Exchange of Thailand

(Seal)

Signed …………………..……Director/ Chief Executive Officer & President

(Mr. Wirat Uanarumit) October 22, 2020

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