215 O N E R E P O R T 2 0 2 2 OVERVIEW BUSINESS OVERVIEW AND PERFORMANCE CORPORATE GOVERNANCE FINANCIAL INFORMATION SUSTAINABLE BUSINESS DEVELOPMENT Internal Control and Internal Audit Sufficiency and Suitability of the Internal Control System Asia Aviation has always prioritised internal control system and emphasising sufficiency and appropriateness of internal control in order for the operation of Asia Aviation to go according to the objectives, Article of Association, and applicable rules and regulations, as well as the internal audit and the check and balance system to effectively protect and look after the capital and investment of shareholders and Asia Aviation and its subsidiary’s properties. Asia Aviation and its subsidiary have stipulated levels of authority and responsibilities of Management and employees and operating regulations in writing. The Internal Audit Department has its duty to audit that the performance of all departments in the Company is accurate and in line with the regulations. The Audit Committee shall monitor the administration and operation of the Internal Audit Department in order for Asia Aviation to achieve an effective internal control and reliable financial reporting system. The Internal Audit Department shall directly submit the audit report to the Audit Committee for revision and evaluation of the internal control system of Asia Aviation and its subsidiary. INTERNAL CONTROL AND RELATED PARTY TRANSACTIONS Risk Management Committee The Risk Management Committee of Thai AirAsia held meetings once a year, while the Risk Management Department shall report the result of Risk Management and seek for consideration and approval for the matter concerning the Risk Management of the organisation from the Risk Management Committee whereas the performance of the Risk Management Committee in the past year is of following details: • Acknowledged and review details of the existing main risk of the organisation whereas the Risk Management Committee has given suggestion and propose additional means to manage the risk to the Risk Management Department. • Reviewed the strategy of Risk Management. • Approved the details of the risk of the organisation for disclosing in the Annual Report 2022. • Propose the Key Risk Indicator (KRI) to know how the risk happens. Nomination and Remuneration Committee In the past year, the Nomination and Remuneration Committee of the Company and its subsidiary held 2 meetings in total respectively to consider and provide the opinion of the suitability in nominating and appointing Directors and Senior Management including determining the remuneration for the Company’s Board of Directors and sub-committees with the following details: • Considered giving opinion on the appointment of Directors to replace the Directors duly retired by rotation in the year 2022. • Considered giving opinion on the remuneration of Directors and sub-committees for the year 2022. • Considered giving opinion on the assessment of the performances of the Company’s Directors, sub- committees and Chief Executive Officer in the year 2022. • Considered giving opinion on the appointment of new directors to replace the resigned director. • Considered giving opinion on the appointment of Head of Business Development and Head of Corporate Safety. Corporate Governance and Sustainability Committee In the past year, Corporate Governance and Sustainability Committee held 1 meeting in total to consider and review the policies and targets of the operation of sustainable development including specifying the Key Materiality which affected the business operation of the Company to take care of the stakeholders properly as well as following up and examining the operation according to the policies and strategies of sustainable development to comply with the targets of the operation set forth whereas the performance of Corporate Governance and Sustainability Committee in the last year with the following details. • Considered and reviewed the policies and strategies on sustainability. • Considered and approved the Key Materiality. • Considered giving opinion on disclosing the report of sustainability and corporate governance in the Form 56-1 One Report • Followed up the performances of the Key Materiality and the society investment activities. • Reported the performance of the sustainability development to the Board of Directors Meeting.·
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