Sub-Committee Reports

The Board of Directors has prescribed the composition, qualifications, tenure, and duties and responsibilities of the Audit Committee in a written “Audit Committee Charter.” During the past year, the Audit Committee comprised three independent directors with knowledge and experience in accounting, finance, law, and management, and possessed independence in accordance with the requirements of the Office of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET).

Composition and Independence in the Performance of Duties

The Audit Committee confirms that all members meet the qualifications and independence requirements under applicable laws and regulations and have no conflicts of interest with the Company, its transactions, or counterparties that could impair their impartial judgment.

The Audit Committee also supports continuous capability building by encouraging participation in trainings/seminars related to corporate governance, financial reporting standards, relevant laws, and emerging risks (e.g., cybersecurity and personal data protection).

Meeting attendance in 2024

The Audit Committee performed its duties as assigned by the Board and as stipulated in the Charter, consistent with SET requirements. In the fiscal year 2567, the Audit Committee convened seven (7) meetings, held discussions with management, the internal auditor, and the external auditor on relevant matters, and also met with the external auditor without management present, in line with best practices, to obtain independent observations. The Committee reported the meeting results to the Board after each meeting.

Scope of Duties and Working Approach

In line with the Charter, the Audit Committee focuses on:

• The accuracy, completeness, and timeliness of financial reporting;
• The adequacy and effectiveness of internal control and risk management systems;
• Compliance with laws, regulations, and capital market requirements;
• Transparency in connected transactions and transactions with potential conflicts of interest; and
• Oversight of the internal audit function and follow-up on remediation of significant findings.

Key Activities During the Year

Financial Reports

The Audit Committee reviewed the Company’s quarterly and annual financial statements, including the consolidated financial statements of the Company and its subsidiaries, together with the external auditor, management, and the internal auditor. The review covered significant accounting matters, estimates, and disclosures to ensure that internal control over financial reporting is reliable, material information is adequately and promptly disclosed to users, and all relevant laws, regulations, SET/SEC rules, and financial reporting standards are complied with.

The Committee held sessions with the external auditor without management to inquire about audit results. No special issues or noteworthy observations were reported by the external auditor.

Connected Transactions and Potential Conflicts of Interest

The Audit Committee reviewed and opined on connected transactions and transactions with potential conflicts of interest of the Company and its subsidiaries, applying prudence and reasonableness and prioritizing the interests of stakeholders, with adequate disclosures as required by the SET.

Internal Control and Risk Management

The Audit Committee reviewed the adequacy and effectiveness of internal control systems based on reports from the internal auditor and the external auditor, and monitored the remediation plans for identified issues on an ongoing basis.

In 2567, the Committee emphasized financial and operational risks, compliance risks, information technology and cybersecurity risks, and third-party risks, and oversaw the implementation of appropriate measures consistent with the Company’s risk framework.

Compliance with Laws and Regulations

The Audit Committee ensured that the Company’s operations complied with the Securities and Exchange Act, SET requirements, and other applicable laws relevant to the Company’s business. The Committee also monitored regulatory changes that might affect operations and oversaw timely process adjustments for compliance.

Corporate Governance (CG) and Sustainability (ESG)

The Audit Committee promoted management in accordance with good corporate governance principles to ensure transparency, accountability, and fairness. The Committee also monitored ESG-related risks that could materially affect performance and reputation (e.g., personal data privacy, cybersecurity, and business ethics), and ensured the Company maintains appropriate whistleblowing channels with an independent review process.

Oversight of Internal Audit

The Audit Committee appointed P&L Internal Audit Co., Ltd. as the Company’s internal auditor for 2567 and designated Miss Wanvimol Jongsureeyapas as the engagement lead. The Committee reviewed independence, scope of work, the annual audit plan, reporting quality, and resources/budget, monitored remediation of significant findings, and provided recommendations to enhance the effectiveness of internal audit.

For internal coordination, Mrs.Jamriang Sillatham was assigned as the Company’s liaison with the internal auditor, acting as the primary contact to facilitate access to information, support audit execution, and follow up on remediation progress, ensuring effectiveness and alignment with good corporate governance.

Selection of External Auditor and Audit Fee for 2025

The Audit Committee selected the external auditor and proposed the audit fee, considering qualifications, experience, audit quality, status, independence, and any material constraints or requirements under SET or other relevant regulations, to ensure true independence and objectivity.

The Committee resolved to select EY Office Limited as the Company’s external auditor for 2567 and proposed the audit fee to the Board and subsequently to the 2024 (2567) Annual General Meeting of Shareholders for approval. The proposed licensed auditors are:

1. Mr. Termphong Opanaphan C.P.A. Registration No. 4501 and/or
2. Mr. Khitsada Lerdwana C.P.A. Registration No. 4958 and/or
3. Mrs Kunlapee Piyawannasuth C.P.A. Registration No. 6137

In summary, the Audit Committee performed its duties and responsibilities according to the Charter of the Audit Committee approved by the Board of Directors by applying its knowledge, abilities, prudence, and carefulness with adequate independence for the interest of all stakeholders in an equitable manner. The Audit Committee believed the Company has consistently developed its corporate governance with appropriate, adequate and effective internal control and risk management systems as well as putting in place financial reporting that is materially accurate and credible according to international financial reporting standards. In addition, the information disclosure was considered adequate and the Company has undertaken its business in compliance with laws and regulations related to business operations

Performance Evaluation of the Audit Committee

The Audit Committee conducted its annual self-assessment, covering structure, roles and responsibilities, processes, and outcomes. The results indicate that the Committee performed effectively and in accordance with the Charter. The Committee will incorporate recommendations from the assessment into continuous improvement actions.

Follow-up on Prior Year Issues and Progress

The Audit Committee monitored the status of remediation for issues previously raised by the internal auditor and external auditor. Management reported progress regularly in line with the improvement plan. No systemic deficiencies of material significance requiring additional disclosure to shareholders were identified as of the report date.

Focus Areas for the Coming Year

• Enhance cybersecurity and personal data protection in line with laws and leading practices;
• Strengthen digital internal controls and leverage data-driven risk monitoring;
• Review the effectiveness of whistleblowing channels and the independence of investigation processes;
• Monitor material ESG issues and impacts on strategy/value chain, including risks from partners and third parties;
• Continue capability development for the Audit Committee and the internal audit function.

Audit Committee’s Attestation

The Audit Committee performed its duties as specified in the Charter approved by the Board, with competence, due care, and independence for the equal benefit of all stakeholders. The Committee is of the opinion that, in 2567, the Company continued to enhance good corporate governance, and that its risk management, internal control, and internal audit systems are appropriate, adequate, and effective. The Company’s financial reporting is materially accurate and reliable with adequate disclosures, and the Company operates in compliance with applicable laws and regulations relevant to its business.

The Board of Directors has stipulated the composition, qualifications, tenure, and duties and responsibilities of the Nomination and Remuneration Committee (“NRC”) in a written NRC Charter. The NRC comprises directors with knowledge and experience relevant to corporate governance, human resources, finance/accounting, law, and corporate management.

Meeting Attendance of the Nomination and Remuneration Committee Meeting in 2024

Performance of the Nomination and Remuneration Committee for the Year 2024

In 2024, the Nomination and Remuneration Committee performed its duties under the Charter and scope or responsibilities assigned by the Board of Directors. 3 meetings were conducted to consider important matters under roles and responsibilities the Board of Directors delegated as summarized below:

1. Considered qualified individuals for directorship of the Company to replace 3 directors who finished their terms of office. To conform to good corporate governance principles, the Company asked shareholders to nominate qualified persons to assume director position under Company’s guidelines but none of the shareholder nominated anyone. As a result, the Nomination and Remuneration Committee contemplated suitability and required qualifications that will most benefit the Company and deemed that retiring directors are qualified according to the Public Limited Companies Act and possess knowledge, abilities, experience, and forward-looking vision that are valuable to the business. The directors also satisfactorily performed their duties as directors, had a good record of meeting attendance as well as giving useful opinions in the meetings. The Nomination and Remuneration Committee proposed to the Board of Directors’ meeting No.1/2024 on 23 February 2024 to approve the nomination and appointment of 3 directors who finished their terms to resume their directorship for another term before presenting to the 2024 Annual General Meeting of Shareholders on 23 April 2024 for approval and appointment.
2. Determined directors’ remuneration that includes monthly compensation, meeting allowance and annual bonus for 2024 to get approval at the 2024 Annual General Meeting of Shareholders on 23 April 2024. Remuneration consideration of the directors was consistent with their roles and responsibilities and the performance of the Company as well as benchmarking with remuneration of companies in the similar industry according to Thai Directors’ Compensation Survey by the Thai Institute of Directors.
3. Reviewed remuneration considerations of top executives to be following standards of listed companies and companies in the same industry as well as being in line with Company’s performance, economic conditions, and good corporate governance guidelines.
4. Approved an amendment of policies, practices, and processes of director’s nomination to be clearer where qualifications of directors must be in alignment with Company’s strategies and suitable for current situation.

The Nomination and Remuneration Committee regularly reports its performance to the Board of Directors. In 2024, the Nomination and Remuneration Committee properly fulfilled its duties with full capacity, carefulness, prudence, transparency, and independence in the best interest of the Company, shareholders, and other stakeholders.

Nomination and Remuneration Attestation

The NRC performed its duties as set out in the Charter approved by the Board of Directors, with competence, due care, and independence, for the ultimate benefit of shareholders and all stakeholders. The NRC is of the opinion that, in 2567 (2024), the Company maintained a nomination and remuneration governance framework that is appropriate, transparent, and competitive, consistent with listed-company standards and supportive of the Company’s long-term objectives.

The Risk Management Committee of Plan B Media Public Company Limited operates under a written Risk Management Committee Charter, which sets out its composition, qualifications, tenure, and scope of authority. The Committee oversees and supports the Company’s enterprise-wide risk management (ERM) so that stakeholders can have reasonable assurance that the Company’s strategic execution is directed toward achieving its objectives effectively and efficiently.

Meeting Attendance in 2024

Risk Management Committee of Plan B Media Public Company Limited was appointed by the Board of Directors to promote organization-wide risk management practices in order that all stakeholders can be reasonably confident that the Company’s strategic conduct will effectively and efficiently lead the Company to meet its goals and objectives. As of 31 December 2024, the Risk Management Committee consisted of 4 directors of the Risk Management Committee individuals with knowledge and abilities beneficial to the Company's risk management.

Roles, Responsibilities, and Governance

• Oversee the ERM policy and processes to ensure comprehensive coverage and alignment with corporate strategy, budget, and annual operating plans.
• Annually review the Risk Appetite Statement (RAS) and set key early-warning indicators/key risk indicators (KRIs) with defined thresholds.
• Oversee risk identification, assessment, prioritization, mitigation, and monitoring at the enterprise, business-unit, and major-project levels, including emerging risks.
• Review investments and major projects of the Company and subsidiaries from a risk perspective (e.g., due diligence, key assumptions, sensitivity) to support Board decision-making.
• Coordinate with relevant Board committees (Audit / Nomination & Remuneration / Corporate Governance & Sustainability) so that internal control, corporate governance, and risk management are connected and mutually reinforcing.
• Adhere to good governance, including recusal where a member has a conflict of interest in the matter under consideration.

ERM Framework

• Apply the ERM cycle: Identify → Assess → Treat/Mitigate → Monitor/Report → Review & Improve.
• Prepare a Risk Heat Map and quarterly KRI dashboard for presentation to the Committee and the Board.
• Assess risks using likelihood × impact across financial, operational, reputational, legal/compliance, and ESG dimensions.
• Conduct scenario/stress testing on selected key risks to evaluate resilience and contingency plans.
• Oversee Business Continuity Planning (BCP) and Disaster Recovery Planning (DRP), including periodic drills and post-incident reviews.

Performance of the Risk Management Committee for the Year 2024

The Risk Management Committee performed its duties under the Charter of the Risk Management Committee and scope of responsibilities as assigned by the Board of Directors. In 2024, 4 meetings of the Risk Management Committee were held to deliberate important agenda items as summarized below

1. Consistently supervised and monitored risk management to be following policies and frameworks.
2. Considered and reviewed investments of the Company and subsidiaries.
3. Reviewed guidelines and the Charter of the Risk Management Committee to ensure that policies the Charter are suitable for the Company’s business model and conform to rules and regulations stipulated by regulatory authorities.
4. Reported the Board of Directors on risks and important risk management practices on a regular basis.
5. Risk Management Performance the Company’s overall risk management performance, covering all key risk dimensions, including:
   • Strategic risks
   • Operational risks
   • Financial risks
   • Compliance risks (laws and regulations)
   • Social and environmental risks
   • Emerging risks
6. Monitoring Risk Mitigation Plans the implementation of risk mitigation plans to ensure timely and effective execution in accordance with the established framework.

Risk Culture and Effectiveness Evaluation

• Promote a risk-aware culture through senior-management communications, practical workshops, and role-based training.
• Conduct an annual evaluation of risk-management effectiveness (self-assessment and/or internal audit review) with action plans to improve related controls and processes.

Committee Attestation

The Risk Management Committee performed its duties under the Charter approved by the Board of Directors with competence, due care, and independence, for the benefit of shareholders and all stakeholders. The Committee is of the opinion that, in 2024 (B.E. 2567), the Company considered and remained vigilant regarding risk factors covering its core business activities and implemented risk-management processes that are appropriate, adequate, and effective, consistent with the Company’s corporate governance policy, internal control system, and applicable laws and regulations.

The Corporate Governance and Sustainability Committee (“the Committee”) operates under a written Corporate Governance and Sustainability Committee Charter, which sets out its composition, qualifications, tenure, and scope of authority. The Committee comprises directors with knowledge and experience in corporate governance (CG), law, finance/accounting, human resources, risk management, and sustainability (ESG).

Meeting Attendance in 2024

The Committee reported the outcomes of each meeting to the Board of Directors and, as appropriate, may invite management, internal/external auditors, or relevant advisors to present on key matters.

Roles, Responsibilities, and Governance Principles

• Oversee and review good corporate governance policies, the Code of Business Conduct/Employee Ethics, the Conflict of Interest Policy, insider trading practices, and the Disclosure Policy.
• Set direction and the operating framework for sustainability (ESG), including integrating environmental, social, and governance considerations into strategy/operations, materiality assessment, and key metrics/targets.
• Oversee whistleblowing channels, ensuring they are appropriate, transparent, independent, and supported by clear investigation and whistleblower-protection procedures.
• Monitor compliance with laws and regulations applicable to the Company and practices aligned with the Corporate Governance Principles for Listed Companies (2017).
• Coordinate with relevant Board committees (e.g., Audit/Risk/Nomination & Remuneration) to ensure alignment and mutual reinforcement between CG and sustainability frameworks.
• The Office of the Company Secretary supports the Committee with information, documentation, and systematic follow-ups on resolutions.

ESG Operating Framework and Integration with Risk Management

• Review the enterprise sustainability plan and its linkage to corporate strategy and management incentive structures.
• Monitor the integration of ESG with the Company’s Enterprise Risk Management (ERM), covering compliance/legal risks, cybersecurity and data privacy, human rights, supply chain, occupational health and safety, community, and climate change.
• Ensure the establishment of appropriate targets and KPIs (qualitative/quantitative) with mechanisms for regular tracking and reporting.

Performance of the Corporate Governance and Sustainability Committee for the Year 2024

In 2024, the Corporate Governance and Sustainable Committee continuously encouraged directors and executives to perform their duties with prudence and responsibility in accordance with a good corporate governance system. Corporate governance practices and guidelines were reviewed to be consistent with the 2017 Corporate Governance Code for listed companies of the Stock Exchange of Thailand and the Thai Institute of Directors. Results from assessments of the Company’s corporate governance conducted by various organizations are concluded below.

1. The company has been assessed for corporate governance of Thai listed companies on the Stock Exchange of Thailand (Corporate Governance Report of Thai Listed Companies) by the Thai Institute of Directors Association (IOD) for the year 2024. is in the "Excellent (5 stars)" rating.
2. The assessment of the quality of the AGM checklist by the Thai Investors Association for the year 2024 received a perfect score of 100, ranking in the 'Excellent' category for the 9th consecutive year since 2016
3. Sustainability & ESG In 2024, the Company has maintained its certified member of the Thai Private Sector’s Collective Action Coalition for Anti-Corruptions and signed a joint declaration with the Thai Private Sector’s Collective Action Coalition for Anti-Corruptions.

The company pays attention to the issue of risk in conducting business comprehensively in the dimensions of environmental, social, and corporate governance (ESG). It promotes transparency in corporate governance information and sustainable business development to reflect the true values and principles of the company. The Corporate Governance and Sustainability Committee are responsible for supporting the Board of Directors in supervising various matters, including corporate governance and sustainability related to sustainable development, such as human rights, communities, social responsibility, occupational health, and safety, as well as the impacts of climate change, etc.

Committee Attestation

The Corporate Governance and Sustainability Committee carried out its duties as set forth in the Charter approved by the Board of Directors, with competence, due care, and independence, for the best interests of shareholders and all stakeholders. The Committee is of the opinion that, in 2024 (B.E. 2567), the Company’s corporate governance framework and sustainability practices were appropriate, transparent, and effective, consistent with listed-company standards and supportive of the Company’s sustainable growth.