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. The Chairman of the Audit Committee and Dr. Annop Tanlamai possess expertise in accounting and finance. Additionally, the Director of the Internal Audit Office serves as Secretary to the Audit Committee. 

The Audit Committee performed its duties within the scope of duties and responsibilities as assigned by the Board of Directors in compliance with the requirements of the Stock Exchange of Thailand, and provided recommendations on relevant matters, with full cooperation from the Company’s management, internal auditor, and auditor.  In 2025, the Audit Committee held a total of four meetings to discuss and exchange views with the management and internal auditor, and held one meeting with the auditor without the management’s presence, for discussion on the audit plan, significant accounting matters, applicable accounting standards, along with independent opinions of the auditor. The Audit Committee regularly reported the meetings’ results to the Board of Directors to ensure compliance with the principles of the Good Corporate Governance. The attendance of each member of the Audit Committee is as follows: (1) Mr. Vitoon Tejatussanasoontorn: 4/4 meetings; (2) General Chetta Thanajaro: 4/4 meetings; and (3) Dr. Annop Tanlamai: 4/4 meetings. 

The key duties performed by the Audit Committee in 2025 can be summarized as follows:

1.    Review of Financial Report:  The Audit Committee reviewed the quarterly and annual financial statements for 2025 of the Company and its subsidiaries, including changes in the accounting policies, significant accounting adjustments, and accurate and comprehensive disclosure of information. The Committee received clarifications from the auditor, management, and internal auditor and inquired the management regarding the exercise of judgement in preparing the financial statements as well as with the auditor regarding 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 2025 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 adequate 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 2025, the auditor expressed an unqualified opinion. 

2.    Review of Internal Control System: The Audit Committee considered the report on the internal control system adequacy evaluation results of the Internal Audit Office having the duties to review and independently evaluate the adequacy and report directly to the Audit Committee. The Committee also reviewed the results on quarterly basis and assessed the adequacy and appropriateness of the internal control system in terms of operations, resource utilization, asset safeguarding, prevention or mitigation of errors, losses and fraud or corruption, compliance with applicable laws, rules and regulations, and prevention of information security risk. The Committee also presented the report on the internal control system adequacy evaluation results to the Board of Directors for consideration and approval in the Board of Directors’ Meeting No. 1/2026 on February 25, 2026. The Board of Directors and the Audit Committee concurred that the Company’s internal control system was adequate and appropriate. The Company has established its internal control system in accordance with the frameworks set forth by the Committee of Sponsoring Organizations of the Treadway Commission or COSO. In 2025, no significant deficiencies were identified. The Company’s assets were appropriately protected; all work units’ performance was efficient and effective; the specified objectives and targets were achieved; various relevant laws and requirements were complied with; and fraud or corruption was effectively prevented and mitigated.  

3.    Supervision of Internal Audit:  The Audit Committee supervised, monitored, and encouraged the Internal Audit Office to perform its duties independently, ensuring it maintains a direct reporting line to the Audit Committee. The Committee considered 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, recommendations, including regular follow-up on the implementation of recommendations in respect of the identified issues. The Audit Committee also provided constructive guidance to the Internal Audit Office, and supported and promoted the development of knowledge and abilities of personnel in the Internal Audit Office, as well as approving the consideration for appointment, transfer and 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 securities and exchange laws, rules and regulations of the Office of the Securities and Exchange Commission, requirements of 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,the Company adhere to the principles of the Good Corporate Governance and promoted the prevention of fraud or corruption. To that end, the Company has established the whistleblowing channels for complaining or reporting a clue on fraud or corruption.

5.    Review and Provision of Opinions on Connected Transactions or Transactions involving Conflicts of Interest, including the Disclosure of Information: 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 requirements of the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand. The review results indicated that the Company executed such transactions with transparency, justification, and benefit to the Company’s business operations and shareholders as a whole, with adequate, accurate and comprehensive disclosure of information within a timely manner. 

6.    Consideration for Selection and Nomination of the Auditor, and Annual Remuneration for the Auditor:  The Audit Committee considered the selection, nomination, re-election, or termination of the auditor, as well as the auditor’s remuneration, 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, the Audit Committee resolved to propose the matter to the Board of Directors for consideration and to seek approval from the Shareholders’ Meeting for the appointment of the auditor from EY Office Limited as the Company’s auditor for 2026, with the remuneration in an amount not exceeding Baht 5,889,500 per year. 

In summary, the Audit Committee performed its duties and responsibilities in accordance with the Audit Committee’s Charter, as approved by the Board of Directors, by providing opinions and recommendations for the fair benefit of all interested parties, with its adequate knowledge, abilities, due care, prudence, and independence. The Audit Committee was of the view that the Company’s financial and operational reporting was accurate and reliable in accordance with the generally accepted accounting standards and the financial reporting standards; and that the Company had appropriate and adequate risk management and internal control system, together with effective internal audit and operations in line with the principles of the Good Corporate Governance, as well as compliance with applicable laws, rules and requirements relating to the business operations in all material respects.