"For 2025, the Company has an accurate and reliable accounting and financial reporting system. There are adequate and appropriate internal controls. There is good corporate governance and compliance with the law. Rules and Regulations Related to the Company's Business Operations"
Mr. Pongpanu Svetarundra
Chairman of the Audit Committee
Dear Shareholders of TVD Holdings Public Company Limited,
The Audit Committee of TVD Holdings Public Company Limited consists of 3 independent directors who are fully qualified according to the requirements and perform their duties in accordance with the practices specified in the Audit Committee Charter, independently, fairly, and in accordance with the principles of good corporate governance for listed companies of the Stock Exchange of Thailand and the Securities and Exchange Commission.
During the year 2025, a total of 8 audit committee meetings were held. The number of attendance times for each member is shown below:
Number of Meeting Attendances
Mr. Pongpanu Svetarundra
Mr. Napong Sirikhantayakul
Miss Anunya Ngamwannakul
Chairman of the Audit Committee
Audit Committee Member
Audit Committee Member
8/8
8/8
8/8
All audit committee members are fully qualified and perform their duties independently within their scope. The Audit Committee carry out duties and responsibilities in accordance with the charter approved by the Board of Directors, in compliance with the requirements and best practices of the Stock Exchange of Thailand and the Securities and Exchange Commission. The Audit Committee invited the management, auditors, internal auditors, and related persons to attend meetings and provide additional information on key issues to increase the effectiveness and efficiency of audits and reviews. The Audit Committee reported the results of considerations and comments to the Board of Directors on a quarterly basis to ensure proper action. The summary of the audit committee's duties are as follows:
1. Review of financial statements and disclosure of information
The Audit Committee reviewed the quarterly financial statements and financial statements for the year 2025, which were reviewed and audited by the auditors. The Audit Committee also reviewed the material information and received clarifications from the auditors regarding the adjustment of transactions that had a material impact on the financial statements, accounting estimates, appropriateness of accounting methods, including accuracy, completeness, and adequacy of information disclosure in financial statements. The Audit Committee ensured that the preparation of the financial statements complied with the requirements of the laws, accounting standards, and financial reporting standards. The scope of the audit, independence of the auditor, and the auditor's observations were also reviewed to make sure the financial statements were reliable, timely, and beneficial to users of financial statements.
2. Review of internal audit and internal control system
The Audit Committee reviewed the independence, duties, and responsibilities of the internal auditor. They considered the audit report and follow-up from the internal auditor in accordance with the approved audit plan covering the company's key systems to assess the adequacy, appropriateness, and effectiveness of the internal control system. The Audit Committee also considered the evaluation of the company's internal control system in accordance with the internal control framework of The Committee of Sponsoring Organizations of the Trade way Commission (COSO) using the Internal Control System Adequacy Assessment form of the Securities and Exchange Commission. The Audit Committee reported the results of the internal control system to the Board of Directors on a quarterly basis and provided useful recommendations to the internal control system to continuously implement corrective actions based on the internal audit report. The Audit Committee concluded that the Company's internal control system is adequate and appropriate, and no significant issues or deficiencies were found that could affect the Company.
3. Good corporate governance review
The Audit Committee promoted and provided recommendations for the Company to have appropriate management and corporate governance in accordance with good governance principles. The Audit Committee reviewed the ethics policy, anti-corruption policy, and whistleblowing policy. Issues received through whistleblowing channels were monitored and addressed directly to the Chairman of the Audit Committee. In addition, the Company expressed its intention to participate in the fight against corruption and was certified by the Collective Action Coalition Against Corruption (CAC) in 2016.
4. Review compliance with relevant regulatory authorities
The Audit Committee reviewed compliance with the laws and regulations governing securities and exchange, including Securities and Exchange Commission Regulations, the requirements of the Stock Exchange of Thailand, and any other laws relating to the Company's business operations, as well as the obligations that the Company has with third parties. The Audit Committee did not find any material issues of conduct contrary to the laws and the regulations.
5. Review related-party transactions or transactions that may have conflicts of interest
The Audit Committee reviewed and provided comments on transactions between the Company and related persons or juristic persons, as well as transactions that may have conflicts of interest with the Company. The Audit Committee ensured that such transactions are disclosed in accordance with the requirements of the Stock Exchange of Thailand and the Securities and Exchange Commission. The Audit Committee is of the opinion that the transactions are reasonable. The Company conducts its business trade in accordance with normal terms of fairness and maximum benefit to the Company, including the accurate and complete disclosure of material items in the financial statements and notes to the financial statements.
6. Consideration and nomination of auditors and audit fees
The Audit Committee considered and assessed the independence, knowledge, ability, and performance of the auditor for the year 2025, and found their overall performance to be satisfactory. For the year 2025, the Committee proposed to the Board of Directors for approval and to present to the Annual General Meeting of Shareholders for the approval of audit fees and the appointment of MISS SORAYA TINTASUWAN, Certified Public Accountant No. 8658, and/or Miss METHAVEE CHANASONGKRAM, Certified Public Accountant No. 12784, and/or MISS NANNAPHAT WANNASOMBOON, Certified Public Accountant No.7793, and/or MISS SULALIT ARDSAWANG, Certified Public Accountant No.7517 of DHARMNITI AUDITING CO., LTD. ("DAA") as the company's auditor for the year 2025.
7. Maintaining the quality of the audit committee
The Audit Committee followed the Charter of the Audit Committee and reviewed it in accordance with the current situation and good corporate governance principles, presenting it to the Board of Directors for annual approval. The Audit Committee undertook a self-assessment and found that all audit committee members fulfilled the mission fully under the Charter of the Audit Committee, providing useful opinions and suggestions continuously with independence and contributing to the effective implementation of good corporate governance system.
Overall comments and observations:
For the year 2025, the company maintained accurate and reliable accounting and financial reporting systems, adequate and appropriate internal control, good corporate governance, and compliance with laws, rules, and regulations relating to the Company's business operations. The Audit Committee has used knowledge, ability, experience, and prudence in performing duties in accordance with the Audit Committee Charter, which has been fully and independently approved by the Board of Directors. The Committee has not encountered any restrictions in obtaining information, resources, and cooperation from management, employees, and related parties. It has provided opinions and suggestions honestly and impartially for the benefit of all stakeholders equally.