Sub Committee

Duties and Responsibilities of the Audit and Corporate Governance Committee

Financial statements

1. Review the financial report preparation process for accurate, complete, credible, and timely information disclosure by coordinating with the external auditor and executives responsible for preparing quarterly and annual reports
2. Review extraordinary significant items of the past year (if any) on the basis of their sensibility, impacts on the financial standing and company performance, as well as the accuracy and completeness of the data disclosed

Connected transactions and possible conflicts of interest

3. Consider connected transactions which may cause conflicts of interest; ensure conformance to laws and SET regulations to ensure that they are reasonable and in CPN’s best interests
4. Consider the accurate and complete disclosure of information in case of connected or related transactions or other transactions that may cause conflict of interest

Internal control

5. Review the internal control system to ensure its suitability and effectiveness, including any transactions that may cause financial fraud
6. Consider the audit outcomes and suggestions of the external auditor and Internal Audit concerning internal controls and pass on suggestions for action by the management as well as following up the implementation of such suggestions

Internal audit

7. Review and ensure that Internal Audit is independent and has an efficient internal audit process, in addition to ensuring Internal Audit’s access to essential data
8. Review the activities and structure of Internal Audit and approve its charter
9. Provide views on the appointment, commendation, removal, transfer, or discharge, as well as adjustment of compensation of the head of the Internal Audit Office, to ensure its independence
10. Provide suggestions and remarks about the budget and manpower of Internal Audit Office for the management’s approval
11. Review and endorse annual internal audit plans and changes subject to the assessment outcomes of enterprise risk management and Internal Audit Office’s strategic plans
12. Review the internal audit plan with the head of the Internal Audit Office, especially about the internal control system and financial management process
13. Review audit plans and coordinate the scope of audit of internal auditor and the external auditor to be mutually supportive and eliminate redundancy
14. Review Internal Audit’s performance outcomes against the Audit Committee-approved audit plans to ensure conformance to the Audit Committee-assigned framework of responsibility
15. Review the hiring of external experts to conduct internal audit if the internal auditor lacks essential skills or specialization needed to conduct internal audit, including IT aspects
16. Institute annual quality assurance reviews and external quality reviews at least every five years

External audit

17. Select, nominate, and propose fees for the external auditor for approval so as to obtain an independent auditor, taking into account the reliability, adequacy of resources, audit volume, the experience of the personnel assigned to audit the Company as well as past work. Also, consider the removal of the external auditor
18. Review the scope and method of auditing proposed by the external auditor as well as reasons for changing the auditing method (if any)
19. Provide suggestions to the external auditor to review certain transactions that may be necessary or important during the auditing process of CPN and subsidiary companies
20. Review the report of the external auditor and submit to the management for adjustments in practices as well as following up on such suggestions
21. Consider the adequacy and efficiency of coordination between the external auditor and Internal Audit
22. Act on received information from the external auditor as soon as possible regarding suspicious activities of directors, managers or persons responsible for operating CPN that may constitute a breach of the second paragraph of Section 281/2, Clause 2, Section 305, Section 306, Section 308, Section 309, Section 310, Section 311, Section 312 or Section 313 of the Securities and Exchange Act and promptly check the information received and report preliminary findings in the first instance to SEC and the external auditor within 30 days from the date when a given breach was reported

Compliance with laws and related regulations

23. Review conformance by the Company to Securities and Exchange laws, SET requirements, or CPN business-related laws and ethics
24. Review the management’s performance and follow up in case of nonconforming
25. Review issues identified by external regulators and remarks by auditor
26. Review the communication of Code of Ethics to the employees and monitor its conformance
27. Acknowledge progressed report from management and Company’s legal advisor regarding key issues on conforming to the relevant laws and regulations

Audit Committee Report

28. Report its performance for acknowledgement and consideration once every quarter
29. Review any reports prepared by the Company regarding duties and responsibilities of the Audit Committee
30. Prepare Audit Committee’s annual performance report in accordance to SET’s guideline and signed by the Chairman of the Audit Committee as well as disclose it in the Company’s annual report
31. In case of any suspicious transactions or actions that may significantly affect the Company’s financial status and performance, the Audit Committee shall report the findings to the Board to make any improvement or correction in a timely manner as seen appropriate by the committee. Detailed are displayed below:
    • Transactions regarding conflict of interests
    • Transactions regarding frauds, irregularities or significant deficiencies in internal control system
    • Any violation against laws on the securities and exchange, SET regulations or business- related laws relevant to the Company
32. In case the Board or the management fails to take corrective actions on those transactions under 31.1), 31.2) and 31.3) within the timeframe set by the Audit Committee, any of the Audit Committee members may report of such transactions or actions directly to SEC or SET

Corporate governance

33. Review CPN’s continual improvement process of good corporate governance, as well as providing approaches and advices for development
34. Emphasize and promote good corporate governance as a regular agenda for the Board meetings and AGMs
35. Ensure that the Chairman of the Committee receives a copy of the report of the directors’ vested interests from the Company Secretary under Article 89/14 of the Securities and Exchange Act within seven days of the date when CPN receives the report
36. Monitor, evaluate, and revise the Code of Conduct and Corporate Governance Policy in keeping with best practices for the Board’s approval
37. Advocate and advise the Board and management on corporate governance
38. Consider or assign the Corporate Governance Policy for adoption by the Corporate Governance and Sustainable Development Committee
39. Ensure monitoring of directors’ and management’s performance against corporate governance.

Risk management

40. Review CPN’s risk management process to ensure standardization, effectiveness, and efficiency
41. Work with the management in considering key policies regarding risk management and risk assessment as well as risks from corruptions
42. Work with the Risk Management Committee, the Risk Management task force, and the management in considering, making recommendations, and updating reports on CPN’s risk management

Other responsibilities

43. Conduct other Board-assigned duties
44. Regularly review the Audit Committee Charter on an annual basis in order to consider and assess its current assigned roles and responsibilities as well as to propose any required amendments accordingly
45. Conduct other duties assigned by SET
46. Oversee that there is an effective whistleblower system in place, in the event that an employee or any stakeholder is suspicious of any possible wrong doing, as well as non-compliance to any laws, regulations, business ethics, or to any corporate governance principles, so that the whistleblower has the confidence that the Company has the required and appropriate independent procedure to effectively investigate and resolve such possible wrongdoings and non-compliance issues.
47. Monitor any special investigation as necessary
48. Review self-assessment forms for CPN’s anti-corruption measures under Thailand’s Private Sector Collective Action Coalition Against Corruption (CAC).

Duties and Responsibilities of the Nomination and Remuneration Committee

Nomination

1. Consider the appropriate structure, size, and composition of the Board to suit the organization and changing environment as well as review the criteria of independent directors’ qualifications
2. Ensure that Board structure comprises ethical and honest experts who are knowledgeable, experienced, and skillful in diverse fields relevant to the conduct of business, as needed and aligned with the Company’s strategic directions. Furthermore, Board members are selected with non-discrimination of gender, race, religion, age, professional skill, or other qualifications. Numbers of directors and proportion of independent directors are also taken into consideration as suitable for the size of the organization.
3. Consider the criteria for selecting directors, as well as select and nominate those persons qualified and appropriate to be considered by the Board of Directors before further submission to shareholders’ meetings for appointment as directors
4. Consider the criteria for selecting President & CEO, as well as select and nominate those persons qualified and appropriate to be considered by the Board of Directors for appointment as President & CEO
5. Allow minor shareholders the opportunity to propose qualified persons for selection as directors, providing shareholders with enough time prior to shareholders’ meetings being held
6. Formulate succession plans for President & CEO and senior executive position and review such plan on a regular basis
7. Consider appropriate strategies relating to human capital management and organization development to be implemented to ensure its consistency with the Company’s business operations

Remuneration

8. Consider a clear compensation method and standard for directors, members of the sub-committees, as well as that for the President & CEO, so that they are equitable and appropriately corresponds to the respective assigned duties and responsibilities, current business environment and performance results of the Company as well as will facilitate an effective discharge of their responsibilities. The proposed compensation plan should also be comparable to those of other companies within the same or similar industry and business sector as the Company, and also take into consideration the overall increase to the total value of the shareholder equity in the long term
9. Consider the compensation for directors and subcommittee members and propose it to the Board for endorsement and, in turn, tabling it for the approval of shareholders’ meetings
10. Define goals and evaluate the performance of the President & CEO to set reasonable compensation

Other duties and responsibilities

11. If it is considered essential and suitable to do so, the Committee may appoint regular advisor(s) or hire project advisor(s), or both, to provide advice on the Committee’s performance. As seen essential and suitable, NRC may decide on such advisors’ fees at CPN’s expenses
12. Revise and amend the Committee charter in line with prevailing circumstances and seeks Board approval
13. Perform other Board-assigned duties related to nomination and remuneration

Duties and Responsibilities of the Risk Policy Committee

1. Acknowledge and give recommendations on risk management policies, strategies, structures and development frameworks at every corporate level
2. Assess the effectiveness of risk management established by the management
3. Review, refine and endorse the manageable levels of risks and deviation acceptable by CPN
4. Review CPN’s overall risk management, taking into consideration the overall short- and long-term return for shareholders, in comparison with the manageable risks to CPN
5. Acknowledge the identified key risks and review the management’s responsive actions
6. Participate in CPN’s annual analysis of risk management strategies and provide recommendations
7. Provide directions and guidance for risk management supervision
8. Supervise the identification of performance goals and key risk KPIs
9. Acknowledge reports on the trends of corporate risks and ensure that CPN’s strategies can effectively address identified risk issues
10. Report the committee’s risk management activities to the Board every quarter
11. Perform other tasks as assigned by the Board.

In addition, the management has appointed Risk Management Committee consisting of senior executives and the executives from each core department to implement the Risk Management Policy as assigned by the Risk Policy Committee, control the development of a risk management system under the responsibility scope of each business unit’s executives in line with the standard approach and incorporate risk management into business plans, review measured performance against risk management standards by benchmarking it with the acceptable deviation, communicate and manage established and maintained enterprise risk management in line with CPN’s risk management framework, and constantly update risk management matters for the Risk Policy Committee.

RISK MANAGEMENT COMMITTEE

The President & CEO acts as Chairman and executives of every function act as committee members, reporting to the Risk Policy Committee.

Duties and Responsibilities

Turn the policy and control framework into action and monitor the implementation of corporate risk management plan to ensure that it meets the requirements, directions and policies.

CORPORATE GOVERNANCE AND SUSTAINABLE DEVELOPMENT COMMITTEE

The President & CEO acts as Chairman, Senior Executive Vice Presidents and Executive Vice Presidents of every function act as committee members, reporting to the Audit and Corporate Governance Committee.

Duties and Responsibilities

Define business sustainability goals embracing economic, environmental, and social aspects under the information disclosure criteria and frameworks at the national and global levels; review policies, strategies, operational plans, requirements, standard systems and operating guidelines; and follow up on performance to ensure uniform direction.

CLIMATE AND ENVIRONMENT COMMITTEE

Executive Vice President Regional Development acts as Chairman, Head of Property Development Management acts as Vice-Chairman, and executives from the above-mentioned functions along with the Excellence and Sustainable Development Department act as committee members, reporting to the Audit and Corporate Governance Committee.

Duties and Responsibilities

Establish climate and environmental policies, goals, and standards for the Company's environmental and climate stewardship operations (including energy, utilities, waste, etc.). Monitor and audit energy, utilities, and climate operations, biodiversity, waste management, greenhouse gas emissions and use of alternative resources to systematically and sustainably maximize system efficiency.

The CSV Committee –Creating Shared Value

The Committee, which reported to the Corporate Governance and Sustainable Development Committee, consisted of the Chairman who was the Chief Marketing Officer, and the members of the Committee who were the senior executives from the Marketing Department, the Development Workgroup, the People Group, and the Support Group

Roles and Responsibilities

The Committee was in charge of moving forward the Company’s CSV and CSR projects to accord with the current business operation and the Central Group’s policy which aimed at collaborating with the community, the society, and the country, to benefit every involved party under the principles of business sustainability, circular economy, community responsibilities and development and to comply with the policy relating to the society, community, environment and the goal of Thailand’s and international sustainability for the benefits of the nation’s income, pride, and prosperity.

OCCUPATIONAL HEALTH, SAFETY AND ENVIRONMENT COMMITTEE

The top management of Property Management Department, executives of support function and operation employees act as committee members, reporting to the Corporate Governance and Sustainability Development Committee and/or the Risk Management Committee on related issues.

Duties and Responsibilities

Advocate work safety activities of employees and outsiders working on Company premises or using Company services so as to prevent illnesses and nuisances while minimizing work accidents and hazards. Drive corporate safety and hygiene standards toward agreement and harmonious directions.

PEOPLE DEVELOPMENT COMMITTEE AT CORPORATE LEVEL

The President & CEO acts as the Chairman, the Deputy CEO, Senior Executive Vice Presidents and Executive Vice Presidents act as committee members, and the Head of People Group acts as the Committee’s secretary, reporting to the Nomination and Remuneration Committee.

Duties and Responsibilities

Formulate strategies, review, monitor, and give advice on the employee engagement development plan and cascade it.