Britania Public Company Limited

4496 Moo 9 Samrong Nuea Subdistrict,

Mueang Samut Prakan District,

Samut Prakan Province 10270

No. BRI 08/2565

26 May 2022

Subject:

The Appointment of the Member of Chairman of the Audit Committee and Risk

Management Committee

To

Director and manager

The Stock Exchange of Thailand

Whereas the Board of Director Meeting of Britania Public Company Limited No.5/2022, on 12 May

2022 which resolved to acknowledge or approve the material matters as follows:

  1. The Board of Director has resolved to appointed Mr.Tal Siriphokee to be the Member of Chairman of the Audit Committee by replacing Ms. Trithip Sivakriskul with effective date 12 May 2022
  2. The Board of Director has resolved to appointed Mr.Tal Siriphokee to be the Risk Management Committee by replacing Ms. Trithip Sivakriskul with effective date 12 May 2022

The Company has, the enclosed herewith is the form to report on name and Scope of Work of the Audit Committee (F24-1).

Please be informed accordingly.

Your sincerely,

(Mrs.Supalak Chanpitak)

Director and Chief Executive Officer

Authorized Signatory

Britania Public Company Limited

4496 Moo 9 Samrong Nuea Subdistrict,

Mueang Samut Prakan District,

Samut Prakan Province 10270

(Translation)

F 24-1

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

The Board of Directors meetings of Origin Property Public Company Limited No. 5/2022 held on May 12, 2022 resolved the meeting's resolutions in the following

  • Appointment /Renewal

√ Chairman of the audit committee

Member of the audit committee

Determination/Change in the scope of duties and responsibilities of the audit committee

The audit committee is consisted of:

1. Chairman of the audit committee

Mr.Tal Siriphokee

3 year remaining term in office

2. Member of the audit committee

Mr. Wijarn Simachaya

2 years remaining term in office

3. Member of the audit committee

Mr. Dolchai Boonyaratavaj

2 years remaining term in office

Secretary of the audit committee

Ms. Thunyaporn Chumjui

The Audit Committee of the company has the scope of duties and responsibilities to the Board of Director on the following matters:

1. Duties and Responsibilities

1.1 Authorities of the Audit Committee

  1. Audit Committee is able to access the data and be coordinated by the Management in order to do their duties. In addition, they are authorized to audit and investigate further information from relevant parties for solid evidence.
  2. Engage the specialists in Finance, special audit and so forth for competent advice or assisting the audit task as considered by the Audit Committee as company's expenses.

Britania Public Company Limited

4496 Moo 9 Samrong Nuea Subdistrict,

Mueang Samut Prakan District,

Samut Prakan Province 10270

1.2 Duties of the Audit committee

  1. Review the Company's financial statement to ensure its accuracy according to Thai Accounting Standards and International Financial Reporting Standards and adequacy of disclosure.
    1. Review Financial Policy and changes of Policy to ensure its rationality and impact on the business and compliance with International Financial Reporting Standards.
    2. Review rationality and impact of significant transactions and unusual transactions in financial report including the management's assumption that is used to estimate the budget.
    3. Review other relevant information to financial report such as independent audit's report, internal audit's report, and risk management and corporate governance report.
    4. Review financial disclosure in each quarter or the disclosure in annual report and other relevant reports such as financial analysis report, management discussion & analysis including lawsuit and future obligation.
    5. Review management procedure in communicating with the analysts and presses to ensure a certain information is aligned with publish information.
  2. Review the Company's internal control, and internal audit system to ensure that they are suitable and efficient, to determine the independence of internal audit unit, as well as to propose and approve the appointment, transfer and dismissal of the chief of an internal audit unit or any other unit in charge of an internal audit.
    1. Review report from internal audit, external audit and corporate governance unit (if any) including compliance with suggestion stated in reports on evaluating internal control's efficiency, operational risk, Information Technology risk and anti-corruption.
    2. Consider and approve for a nomination, job transfer and termination of department head of internal audit or other department involving internal auditing including consideration of internal audit's independence and attend a non-management meeting with the department head of internal audit at least once a year in order to review the restraint on internal auditing that could affect their independence.

In case the internal audit is outsourced, Audit Committee considers and approves a contract and a remuneration package.

  1. Review and evaluate internal audit results annually to ensure that audit program is complied with type and company's risk level.

Britania Public Company Limited

4496 Moo 9 Samrong Nuea Subdistrict,

Mueang Samut Prakan District,

Samut Prakan Province 10270

    1. Review if internal audit performance is aligned with the approved audit plan from Audit Committee.
    2. Evaluate overall performance of internal audit or outsourced internal audit.
    3. Ensure that cooperation between internal audit and external audit is well.
  1. Review the Company's compliance with the Securities and Exchange Act, the regulations of the Securities and Exchange Commission (SEC) and the laws relating to the Company's business.
  2. Review the connected transactions or the transactions that may lead to conflicts of interests to ensure that they are in compliance with the law and the regulations of the SET and SEC, and are reasonable and for the highest benefit of the Company.
  3. Consider, select, nominate and terminate an independent person to be the Company's auditor, and propose its remuneration for further consideration of the Board of Directors and shareholders' meeting.
  4. Review independency of external audit especially their relation between company/ subsidiary company and external audit's company and other service apart from external auditing. Attend a non-management meeting with an auditor at least once a year.
  5. Assign external audit to report the audit results to Audit Committee clearly in a certain financial agenda and discuss with the external audit about audit scope, audit procedure and audit period, effect from altering financial policy significantly (if any), adjusting entries that are presented by external audit and the management execution towards audit suggestion.
  6. Review unusual external audit's findings, root cause and suggestion in the management letter and discuss with the management about the process and solutions.
  7. Verify the issues received from audit, in case the audit notices the suspicious committee/management's behavior or a person who is responsible for business operations of a company has done some actions against The Securities and Exchange Act (No.4) B.E. 2551 and report the primary audit results to The Securities and Exchange Commission within 30 days from the date of receiving audit notification.
  8. Prepare report of the Audit Committee to be disclosed in the annual report with at least information defined in the notification of the Securities and Exchange Commission (SEC).
  9. Set the policy and development guidelines for the Good Governance and supervise the management to adopt policies and guidelines of Good Governance for continuous improvement accordance with the Company's business to management for sustainable growth.

Britania Public Company Limited

4496 Moo 9 Samrong Nuea Subdistrict,

Mueang Samut Prakan District,

Samut Prakan Province 10270

  1. Review the Company possesses effective anti-corruption process in line with governance bodies' guidelines including review the self-assessment form on anti- corruption measures to ascertain that the Company has exercised every anti-corruption system as reported in self-assessment form guided by the Thai Institute of Directors (IOD).
  2. Review the summary report of fraud findings and set the prevention procedure and also review the internal processes of whistleblower and receiving complaints.
  3. Review and improve an Audit Committee Charter to be present and appropriate to the Company's environment at least once a year.
  4. Perform any other activities as assigned by the Board of Directors.

1.3 Responsibilities of the Audit Committee

The audit committee is responsible to the Board of Directors according to the duties and responsibilities assigned by the Board of Directors, while the responsibilities of all activities of the Company towards third parties are still vested in the entire Board of Directors.

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.

Sign …………………………………… Director

(Mrs.Supalak Chanpitak)

(Seal)

Sign…………………………………… Director

(Mr.Somsakul Sangsuwan)

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Britania pcl published this content on 27 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 May 2022 07:36:54 UTC.