Report of the Audit Committee

The Audit Committee of Bangkok Expressway and Metro Public Company Limited, as appointed by the Board of Directors, comprises three independent directors, namely, Mr. Vitoon Tejatussanasoontorn, as Chairman of the Audit Committee, General Chetta Thanajaro, and Dr. Annop Tanlamai, as Audit Committee Members, with both the Chairman of the Audit Committee and Dr. Annop Tanlamai possess

The Audit Committee has performed its duties within the scope, duties, and responsibilities as assigned by the Board of Directors in line with the regulations of the Stock Exchange of Thailand, together with the provision of suggestions on various related matters, with the active cooperation from the Company’s management, internal auditors, and auditors.  In 2024, the Audit Committee held five meetings to discuss and share their opinions with the management and internal auditors, and one meeting with the auditors without the management’s presence, for discussion on the essence of the audit plan, significant accounting matters, and accounting standards to be applicable, along with independence in the performance of duties and expression of opinions of the auditors. The minutes of the meetings were regularly reported to the Board of Directors for acknowledgment in compliance with the principles of the Corporate Governance Code.  In this regard, each of the Audit Committee Members attended all of its meetings, namely: (1) Mr. Vitoon Tejatussanasoontorn (attended all five meetings); (2) General Chetta Thanajaro (attended all of five meetings); and (3) Dr. Annop Tanlamai (attended all five meetings). 

The key performance of the Audit Committee in 2024 can be summarized as follows:

1. Review of Financial Report:  
The Audit Committee reviewed the quarterly financial statements and the annual financial statements for 2024 of the Company and its subsidiaries, including changes in the accounting policy, significant accounting adjustments, and correct and complete disclosure of information, by receiving clarifications from the auditor, management, and internal auditor, in which the auditor was asked about the accuracy and completeness of the financial statements, adjustment of accounting entries which had a material impact on the Company’s financial statements, audit scope, financial reporting standards to be applicable in 2024 to rest assured that the financial statements were prepared in accordance with the legal requirements, the generally accepted accounting standards and the financial reporting standards, with correct and sufficient disclosure of information in the financial statements in a timely manner for the benefit of users of the financial statements, and therefore approved the financial statements as audited and reviewed by the auditor. In 2024, the auditor provided an unqualified opinion. 

2. Review of Internal Control System:  
The Audit Committee considered a report on the internal control system sufficiency evaluation results from the Internal Audit Office having the duties to review and independently evaluate the sufficiency of the internal control system and report directly to the Audit Committee, as well as quarterly considering the results of the review in terms of operations, resource utilization, asset safeguarding, prevention or mitigation of errors, damage and fraud or corruption, compliance with relevant laws, rules and regulations, and prevention of information risk, and also presented the report on the internal control system sufficiency evaluation results to the Board of Directors for consideration and approval in the Board of Directors’ Meeting No. 1/2025 on February 26, 2025.  Regarding such matter, the Board of Directors and the Audit Committee concurred that the Company’s internal control system was sufficient and appropriate, whereby the Company has provided its internal control system in accordance with the frameworks set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO); in 2024, no significant deficiencies were identified; the assets were appropriately protected; all work units’ performance was efficient and effective; the specified objectives and targets were met; various relevant laws and requirements were observed; and fraud or corruption could be contained and prevented. 

3. Supervision of Internal Audit:  
The Audit Committee supervised, monitored, and encouraged the Internal Audit Office to fulfill its obligations independently, and assigned its duty to report directly to the Audit Committee, by considering and approving the annual internal audit plan, reviewing the results of operations according to the approved work plan, and considered the results of the audit, suggestions, including regular follow-up on performance under the suggestions based on the issues investigated and found; provided useful suggestions to the Internal Audit Office, and supported and promoted the development of knowledge and abilities of workers in the Internal Audit Office, as well as approving the consideration for appointment, transfer, termination of employment of the Head of the Internal Audit Office.  In this regard, the Audit Committee was of the opinion that the Company’s internal audit system was adequate, appropriate, and efficient in accordance with international standards.   

4. Review of Good Corporate Governance:  
The Audit Committee reviewed the Company’s operations to ensure due compliance with the law on securities and exchange, rules and regulations of the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand, and other laws relating to the business operations, including obligations which might arise from agreements executed with third parties.  The Company was found to have duly and properly complied with the relevant laws and requirements in a timely manner; moreover, it took into account compliance with the principles of the Corporate Governance Code, with a commitment to promoting the prevention of fraud or corruption.  To that end, the Company has provided whistleblowing channels for complaining or reporting a clue on corruption.

5. Review and Provision of Opinions on Connected Transactions or Transactions which might give rise to conflicts of interest, including Disclosure of Information on such Transactions:  
The Audit Committee reviewed and provided opinions on execution of connected transactions or transactions which might give rise to conflicts of interest in compliance with the applicable laws and regulations of the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand, with the results of the review indicating that the Company executed such transactions with transparency, justification, and benefit to the Company’s business operations and shareholders as a whole, together with adequate, correct and complete disclosure of information according to schedule. 

6. Consideration for Selection, Nomination of the Auditor and Annual Remuneration for the Auditor:  
The Audit Committee had the duties to consider selecting, nominating, re-electing, or terminating the engagement of the auditor, and consider the remuneration for the auditor, by taking into account the auditor’s independence, knowledge, capability, experience, previous audit performance, the reasonableness of the remuneration for the auditor, and was of the view that the auditor from EY Office Limited was independent, knowledgeable, capable and experienced regarding the audit, provision of advice on the accounting standards, certification of the financial statements in a timely manner, and that the remuneration for the auditor was reasonable.  Therefore, it resolved to propose the matter to the Board of Directors to consider and seek approval from the Shareholders’ Meeting for the appointment of the auditor from EY Office Limited as the Company’s auditor for 2025, with the remuneration in an amount not exceeding Baht 5,139,500 per year. 

In summary, the Audit Committee has fulfilled its duties and responsibilities in accordance with the Audit Committee’s Charter, as approved by the Board of Directors, in a way that it has provided various opinions and suggestions for the fair benefit of all interested parties, with its adequate knowledge, abilities, due care, prudence, and independence; and it was of the view that the Company’s reports on financial information and operations were correct, reliable, in line with the generally accepted accounting standards and the financial reporting standards; that the Company’s risk management and internal control system were proper, sufficient, together with the effective internal audit and operations in line with the principles of the Corporate Governance Code, as well as compliance with applicable laws, rules and regulations relating to the business operations in all respects.