Charters and Definitions

Corporate Governance

To ensure that the Company’s operations comply with applicable laws and good corporate governance principles, the Board of Directors performs its duties with the objective of generating investment returns and safeguarding the best interests of the Company and its shareholders.

The Board is responsible for overseeing and monitoring the management’s performance to ensure alignment with the Company’s objectives, policies, and strategic direction, in accordance with its roles, responsibilities, and delegated authorities as follows:

Scope of Authority, Duties and Responsibilities of the Board of Directors

The Board of Directors comprises qualified individuals with diverse knowledge, capabilities, and experience. Their expertise contributes to the development of policies and strategic directions that support the Company’s business operations and long-term interests.

The Board exercises independent judgment in the best interests of the Company and its shareholders as a whole. Its key responsibilities include establishing the Company’s policies, overseeing, monitoring, and reviewing the performance of management, and evaluating the Company’s operating results against established plans and objectives.

The Company has a total of 9 directors, comprising 2 executive directors, 4 non-executive directors, and 3 independent directors. Independent directors account for one-third of the total Board, providing an appropriate balance of power against executive directors.

The Company has appointed an Audit Committee comprising 3 independent directors. Each director serves a term of 3 years, and the scope of duties and authority of the Audit Committee is clearly defined in the Audit Committee Charter.

Independent directors may serve continuously for no more than 9 years from the date of their first appointment as an independent director. Where it is considered necessary for an independent director to continue serving beyond this period, the Board shall carefully consider and provide reasonable justification for such necessity.

The Company has established a clear and transparent process for determining directors’ remuneration, which is submitted to the shareholders’ meeting for approval. Remuneration is determined based on the scope of duties and responsibilities of each director and is set at a level appropriate to attract and retain qualified directors. The remuneration is also benchmarked against that of companies operating in the same or comparable industries.

All directors understand their duties and responsibilities as members of the Board and are encouraged to express their opinions independently, continuously enhance their knowledge, and remain up to date with relevant developments. Directors are expected to perform their duties with integrity, due care, and prudence, while taking into consideration the best interests of the Company and fairness to all shareholders.

All directors are also expected to devote sufficient time to fully perform their responsibilities and to attend Board meetings regularly, except where there are reasonable grounds preventing attendance.

In addition, the Board places significant importance on the adequate disclosure of information to shareholders, investors, and all relevant stakeholders. Information disclosed must be accurate, complete, transparent, comprehensive, and timely. Such disclosure includes financial reports, operating performance, other relevant information, as well as information that may have an impact on the Company’s securities price, in accordance with good corporate governance principles.

The Company disseminates information and corporate news to shareholders, investors, and relevant stakeholders to support informed investment decisions through various channels, including postal communications, disclosure channels of the Stock Exchange of Thailand (SET) and the Securities and Exchange Commission (SEC), as well as the Company’s website following the listing of its ordinary shares on the Stock Exchange of Thailand.

1. Board Structure

1. The Board of Directors shall comprise individuals with diverse knowledge, capabilities, qualifications, skills, experience, and areas of expertise that are beneficial to the Company. The Board includes one executive director with experience in the Company’s core business. The Board plays a key role in determining the Company’s policies and overall direction, as well as independently overseeing, monitoring, and evaluating the Company’s performance to ensure that it is in line with the established plans.

2. The Board of Directors shall comprise independent directors who meet the qualifications prescribed by the Securities and Exchange Commission (SEC) and the Capital Market Supervisory Board. Non-independent directors shall be represented in a fair proportion corresponding to the investment interests of each shareholder group. The Board shall consist of no fewer than five directors, depending on the size, nature, and complexity of the Company’s business and in accordance with the Company’s Articles of Association.

3. The term of office of directors shall be in accordance with the Company’s Articles of Association. At each Annual General Meeting of Shareholders, one-third of the total number of directors shall retire by rotation. If the number of directors cannot be divided exactly into one-third, the number nearest to one-third shall retire. Directors who have held office the longest shall retire first. However, retiring directors may be re-elected for another term.

4. The Company’s independent directors shall possess the qualifications required by law and shall not have any characteristics that could impair their ability to express independent opinions regarding the Company’s operations. The Company discloses the qualifications of independent directors in its Annual Report.

Independent directors should serve continuously for no more than nine years from the date of their first appointment as independent directors. Where it is necessary to appoint an independent director to continue serving beyond this period, the Board of Directors should carefully consider and provide reasonable justification for such necessity.

In the following circumstances, more than half of the total number of directors shall be independent directors:

1. The Chairman of the Board and the Chief Executive Officer are the same person;
2. The Chairman of the Board is not an independent director;
3. The Chairman of the Board and the Chief Executive Officer are members of the same family; or
4. The Chairman of the Board is a member of the Executive Committee or a working committee, or has been assigned management responsibilities.

5. The Board of Directors shall establish policies, criteria, and procedures regarding directors holding directorships in other companies. In doing so, the Board shall carefully consider the effectiveness of directors serving on multiple boards to ensure that each director can devote sufficient time to performing his or her duties for the Company.

The number of listed companies in which each director may hold a directorship should be appropriate to the nature and circumstances of the Company’s business and should not exceed five listed companies. This is because the effectiveness of a director’s performance may be reduced if he or she serves on too many boards. Such criteria should also be disclosed to the public.

Information regarding each director’s directorships in other companies shall be disclosed in the Annual Report. The Board shall also clearly determine directors’ terms of office in the Good Corporate Governance Policy, subject to prior approval by the Board of Directors.

6. The Board of Directors has appointed four specific committees, namely the Audit Committee, Executive Committee, Risk Management Committee, and Nomination and Remuneration Committee, to perform specific duties and submit matters to the Board of Directors for consideration or acknowledgement. Each committee shall have the authority and responsibilities prescribed in its respective charter or scope of duties.

7. The Company has clearly separated the roles and responsibilities of the Board of Directors and management. The Board is responsible for determining policies and overseeing management at the policy level, while management is responsible for managing the Company’s operations in accordance with the policies established by the Board.

8. The Chairman of the Board, Chief Executive Officer, and Managing Director have distinct roles and responsibilities. The Board of Directors has clearly defined the authority and duties of each position. To prevent excessive concentration of power in any one individual, the person serving as Chairman of the Board shall be separate from the persons serving as Chief Executive Officer and Managing Director.

9. The Board of Directors should appoint an independent director to serve as Chairman of the Board.

10. The Company has appointed a Company Secretary to provide advice on laws, regulations, and requirements that the Board of Directors should be aware of and comply with, to oversee the activities of the Board, and to coordinate the implementation of Board resolutions.

The Board of Directors shall clearly and appropriately define the qualifications, experience, duties, and responsibilities of the Company Secretary, with such information disclosed in the Annual Report. In addition, the person serving as Company Secretary shall receive continuous training and development in legal matters, accounting, and the performance of his or her duties.

2. Specific Committees

In addition to the Audit Committee, which is required under the regulations of the Stock Exchange of Thailand, the Board of Directors should consider establishing specific committees to support good corporate governance as follows:

Nomination and Remuneration Committee
The Nomination and Remuneration Committee shall consist mainly of independent directors, and its Chairman shall be an independent director.

The Committee is responsible for considering the criteria and processes for nominating suitably qualified individuals to serve as directors and senior executives, selecting candidates in accordance with the established nomination process, and providing recommendations to the Board of Directors. The Board will subsequently propose the appointment of directors to the shareholders’ meeting for approval.

The Company shall disclose the criteria and procedures for the nomination of directors and senior executives.

The Committee is also responsible for considering the criteria and structure of remuneration for directors and senior executives and providing recommendations to the Board of Directors. The Board of Directors shall approve the remuneration of senior executives, while directors’ remuneration shall be submitted to the shareholders’ meeting for approval.

Risk Management Committee
The Risk Management Committee shall comprise independent directors and executive directors, and its Chairman should be an independent director.

The Committee is responsible for promoting and supporting enterprise-wide risk management and fostering a risk management culture throughout the organization. It shall review the Company’s risk management practices based on risk assessments and action plans designed to mitigate risks, and provide recommendations to the Board of Directors, which will subsequently propose the appointment of directors to the shareholders’ meeting.
In the event that the Board of Directors appoints any person as an advisor to the Nomination and Remuneration Committee and/or the Risk Management Committee, information regarding such advisor shall be disclosed in the Annual Report, including information regarding the advisor’s independence and any potential conflicts of interest.
To ensure that the Nomination and Remuneration Committee and the Risk Management Committee perform their duties effectively and achieve the objectives of the duties and responsibilities assigned by the Board of Directors, each Committee should hold at least two meetings per year to consider, discuss, and carry out matters necessary to fulfill its respective responsibilities.

3. Roles, Duties and Responsibilities of the Board of Directors

The Board of Directors comprises individuals with recognized knowledge, skills, expertise, and leadership capabilities. The Board is responsible for considering and approving key matters relating to the Company’s operations, including its vision, mission, strategies, financial targets, risks, business plans and budgets, as well as policies and guidelines for conducting business.

The Board also oversees the Company’s operations to ensure compliance with applicable laws, the Company’s objectives and Articles of Association, and resolutions of the shareholders’ meetings.

To enable close monitoring and effective oversight of the Company’s operations, the Board has established various specific committees to monitor and supervise relevant areas of the Company’s business.

The Board is also responsible for ensuring that the Company has appropriate internal control and risk management systems, as well as mechanisms for receiving complaints and handling whistleblowing reports.

In addition, the Board oversees the long-term continuity and sustainability of the Company’s business operations, including employee development plans and management succession planning.

Corporate Governance Policy
The Company has established a written Corporate Governance Policy. The Board of Directors shall regularly review the policy and monitor compliance with its provisions.

Following the listing of the Company’s ordinary shares on the Stock Exchange of Thailand, the Company shall comply with the relevant rules and regulations prescribed by the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET). The Company shall disclose its corporate governance practices in the Annual Report and the Annual Registration Statement (Form 56-1).
Business Code of Conduct
The Company has established written codes of conduct for the Board of Directors, management, and employees to serve as guidelines for performing their duties with honesty, integrity, and fairness in dealings with the Company, all groups of stakeholders, the public, and society.

The Company has also established a system for regularly monitoring compliance with these guidelines. All employees are informed of the Code of Conduct and are required to strictly comply with and adhere to such guidelines.
Conflicts of Interest
The Board of Directors has established a policy for preventing conflicts of interest based on the principle that all decisions relating to business activities must be made primarily in the best interests of the Company and its shareholders as a whole, and that any actions that may give rise to conflicts of interest must be avoided.

Any person who is involved in or has an interest in a transaction under consideration shall disclose to the Company his or her relationship with or interest in such transaction and shall not participate in the consideration or decision-making process, nor have authority to approve the transaction.

Any transaction that may give rise to a conflict of interest and that is not conducted in the ordinary course of business or under normal commercial terms shall be submitted to the Board of Directors for approval. The Audit Committee shall carefully consider the appropriateness of such transaction before submitting its opinion to the Board of Directors and/or the shareholders’ meeting, as applicable.

The Company shall comply with the relevant rules and regulations of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET), and shall disclose such transactions in the notes to the financial statements, the Annual Report, and the Annual Registration Statement (Form 56-1).
Internal Control System
The Company places importance on its internal control system at both the management and operational levels. To ensure operational efficiency, the duties and authorities of employees and management are clearly defined in writing.

The Company supervises the use of its assets to ensure that they are utilized effectively and appropriately. Duties are segregated among personnel responsible for operations and those responsible for monitoring, control, and evaluation.

The Company has appointed an Audit Committee to review the adequacy and appropriateness of the internal control and internal audit systems. The Company has also established an Internal Audit function responsible for reviewing key operational processes and significant financial activities to ensure that they are carried out efficiently, in accordance with established guidelines, applicable laws, relevant regulations, and the Company’s internal control system.

Material transactions are reviewed on a regular basis, and audit findings are reported directly to the Audit Committee. This reporting structure enables the Internal Audit function to operate independently and perform effective checks and balances.

In addition, the Company plans to engage an independent external internal control assessor to coordinate with the Internal Audit function, thereby enhancing the comprehensiveness of the review and assessment of the Company’s internal control system.

The external auditor shall confirm his or her independence to the Audit Committee annually and report on the procedures implemented by the audit firm to safeguard the independence of the external auditor.

The auditor shall have the right to review reports or other financial information issued by the Board of Directors together with the audited financial statements and to report any irregularities or inconsistencies between such reports and the audited financial statements.
Risk Management
The Company establishes clear and measurable business objectives. Management regularly compares actual operating performance against established targets.

The Company assesses both internal and external risk factors, analyzes the underlying causes of such risks, and establishes measures to monitor events that may contribute to those risk factors, as well as measures to mitigate risks.

Relevant departments are assigned responsibility for regularly monitoring identified risks and reporting progress to their respective supervisors.

The Board of Directors and/or the Audit Committee shall provide an opinion on the adequacy of the Company’s internal control and risk management systems in the Annual Report.
Board Reports
The Audit Committee is responsible for reviewing the Company’s financial reports through meetings attended by the accounting function and the external auditor. Financial reports are submitted to the Board of Directors on a quarterly basis.

The Board of Directors is responsible for the financial statements of the Company and its subsidiaries, as well as the financial information presented in the Annual Report.

The financial statements shall be prepared in accordance with generally accepted accounting standards in Thailand and audited by a certified public accountant approved by the Securities and Exchange Commission (SEC).

Appropriate accounting policies shall be selected and applied consistently, with adequate disclosure of relevant information in the notes to the financial statements.
Whistleblowing Guidelines
The Board of Directors has established clear procedures for individuals who wish to report concerns or for stakeholders who wish to submit whistleblowing reports through the Company’s website or directly to the Company.

Whistleblowing channels may include reporting through an independent director or a member of the Audit Committee, who may direct that the reported information be investigated in accordance with the procedures established by the Company and subsequently reported to the Board of Directors.
Governance of Subsidiaries
The Board of Directors has established mechanisms for overseeing the Company’s subsidiaries in order to safeguard the Company’s investment interests.

The Board is responsible for considering the suitability of individuals to be appointed as directors of subsidiaries in order to ensure that the management of such subsidiaries is conducted in accordance with the Company’s policies and that transactions are carried out in compliance with applicable laws, securities and exchange regulations, and relevant regulations and notifications of the Stock Exchange of Thailand.

4. Board of Directors’ Meetings

The Board of Directors normally holds meetings every three months and may convene additional special meetings as necessary. The annual meeting schedule is determined and communicated to all directors in advance to enable them to allocate sufficient time to attend each meeting and safeguard the interests of the Company.

Meeting agendas are clearly defined, and complete and sufficient supporting documents are provided to the Board of Directors at least seven business days prior to each meeting, allowing directors adequate time to review the information in advance, except in urgent or necessary circumstances.

Following each meeting, minutes are prepared and duly certified meeting records and supporting documents are maintained for reference and examination.

The number of Board meetings should be appropriate to the duties and responsibilities of the Board and the nature of the Company’s business, but shall be no fewer than six meetings per year. In any month in which no Board meeting is held, the Company shall provide the Board with a report on the Company’s operating performance to enable the Board to continuously and promptly supervise and monitor management’s performance.

At Board meetings, the Chairman of the Board, acting as chairman of the meeting, shall encourage all directors to attend at least 75% of the total Board meetings held during the year. The Chairman shall provide all directors with the opportunity to express their opinions freely and independently and shall allocate sufficient time for directors to carefully consider all agenda items, including corporate governance matters.

The Chairman of the Board and the Chief Executive Officer should jointly consider matters to be included on the Board meeting agenda to ensure that all significant matters are properly addressed. Each director shall also have the opportunity to independently propose matters that may benefit the Company for inclusion on the agenda.

For certain agenda items, senior executives or independent experts may be invited to attend Board meetings to provide additional relevant information. This also provides directors with opportunities to become familiar with senior executives for the purpose of considering management succession plans.

Directors may meet with the management of the Company and its group companies both inside and outside Board meetings and may directly request relevant reports and documents. This also allows management to receive policies and directions directly from the Board and implement them effectively.

The Board of Directors should have access to any additional information necessary for the performance of its duties from the Chief Executive Officer, Managing Director, Company Secretary, or other designated executives within the scope of the established policies. Where necessary, the Board may obtain independent opinions from external advisors or professional experts at the Company’s expense.

Resolutions of the Board of Directors shall be passed by a majority vote. Each director shall have one vote. A director who has an interest in any matter shall not participate in the meeting and/or exercise his or her voting right on such matter. In the event of an equality of votes, the chairman of the meeting shall have an additional casting vote.

For every Board meeting, the Company shall provide supporting documents for the agenda items in advance to allow directors sufficient time to review and consider the relevant information. The Company Secretary shall attend every Board meeting and shall be responsible for recording the minutes of the meeting.

The meeting minutes shall be submitted to the Chairman of the Board for review and signature to certify their accuracy and shall subsequently be presented for approval at the next Board meeting. The Company Secretary shall also maintain meeting records and related documents in an orderly manner to facilitate future reference and examination.

If a director disagrees with a resolution of the meeting, the director may request the Company Secretary to record his or her objection in the minutes of the meeting or submit a written objection to the Chairman of the Board within three days from the date on which the meeting concludes.

In addition, the Company shall arrange meetings among non-executive directors as necessary and appropriate to provide them with an opportunity to discuss significant management-related matters and recommendations for improving the Company’s operations without the presence of management. The Chief Executive Officer shall subsequently be informed of the outcome of such meetings.

5. Board Self-Assessment

The Board of Directors and the specific committees shall conduct a self-assessment of their performance at least once a year. The assessment shall be conducted on a collective basis rather than focusing on any individual director, in order to enable the Board and committees to jointly review their performance, identify issues, and determine areas for improvement.

Appropriate criteria and benchmarks shall be established to provide a systematic basis for evaluating performance. The Company shall disclose the assessment criteria, procedures, and results in its Annual Report.

In addition, the Company engages an external advisor every three years to provide guidance and recommendations on the framework and key areas for evaluating the performance of the Board of Directors. The Company shall also disclose such engagement and related actions in its Annual Report.

6. Remuneration

The Company has a policy to provide directors and executives with appropriate remuneration, taking into consideration the Company’s performance, remuneration practices within the same or comparable industries, and the scope of duties and responsibilities of each director and executive.

The Company carefully determines the remuneration of executives of the Company and its subsidiaries to ensure that it is appropriate and competitive within the relevant industry, with the aim of attracting and retaining qualified executives. Executives who are assigned additional duties and responsibilities shall receive appropriate additional remuneration commensurate with the increased scope of their responsibilities.

The remuneration of directors is determined through a clear and transparent process and is subject to approval by the shareholders’ meeting. The Company shall disclose the remuneration paid to directors and executives in accordance with the disclosure requirements prescribed by the Securities and Exchange Commission (SEC).

7. Director and Executive Development

The Board of Directors has a policy to promote and facilitate training and knowledge development for directors and other individuals involved in the Company’s corporate governance system, including directors, Audit Committee members, and executives, in order to continuously enhance the effectiveness of their performance.

Training and development activities may be conducted internally by the Company or provided by external institutions.

In the event of changes to the composition of the Board or the appointment of new directors, management shall provide newly appointed directors with relevant documents and information necessary for the effective performance of their duties. The Company shall also provide an orientation on the nature of its business, operations, and business practices.

The Chief Executive Officer is responsible for reporting on the development and succession plans for the Chief Executive Officer and senior executives. The Company shall maintain appropriate succession plans to ensure continuity in the event that key executives are unable to perform their duties.

The Board should also establish executive development programs. The Chief Executive Officer shall report annually on the development activities undertaken during the year, which should be considered in conjunction with the Company’s succession planning.

8. Personnel Development Policy

The Company places great importance on personnel development, as it believes that the knowledge, expertise, and awareness of its employees are key drivers of continuous development in all aspects of the organization.

The Company also recognizes that its success depends on having capable and effective personnel who can deliver customer satisfaction through both products and services. Accordingly, the Company is committed to providing appropriate support and benefits to its employees in recognition of their cooperation, dedication, and contribution to the organization.

Recognizing employees as valuable resources of the Company, the Company supports and encourages them to pursue education, training, and continuous development of their knowledge and capabilities, both in relation to their work and broader social competencies.

The Company’s personnel training and development policy takes into consideration the following key factors:

Business requirements;
Applicable conditions, regulations, and laws; and
Training needs, taking into account the competencies and capabilities required for employees to effectively perform their duties.

Scope of Authority, Duties and Responsibilities of the Audit Committee

1. The Audit Committee is responsible for reviewing the Company’s financial reports to ensure their accuracy and reliability, as well as the adequacy of information disclosure, through coordination with the external auditor and the executives responsible for preparing quarterly and annual financial reports.

The Audit Committee may also recommend the review or audit of any transactions considered necessary or significant and submit recommendations on material and necessary improvements to the internal control system to the Board of Directors, in coordination with the external auditor and the manager responsible for internal audit.

2. Review the Company’s compliance with securities and exchange laws, regulations of the Stock Exchange of Thailand, policies, rules, regulations, and other laws relevant to the Company’s business.

3. Consider the selection and nomination of an independent person to serve as the Company’s external auditor, including proposing the auditor’s remuneration to the Board of Directors. The Audit Committee shall also meet with the external auditor, without the presence of management, at least once a year.

4. Review the Company’s internal audit plan in accordance with generally accepted methods and standards

5. Review connected transactions or transactions that may give rise to conflicts of interest to ensure compliance with applicable laws and regulations of the Stock Exchange of Thailand, as well as the accuracy and completeness of the Company’s related disclosures, in order to ensure that such transactions are reasonable and in the best interests of the Company.

6. Review the adequacy and effectiveness of the Company’s risk management system.

7. Report the performance of the Audit Committee to the Board of Directors at least four times a year.

8. Prepare an Audit Committee Report for disclosure in the Company’s Annual Report. The report shall be signed by the Chairman of the Audit Committee and shall include at least the following information:

An opinion on the accuracy, completeness, and reliability of the Company’s financial reports;
An opinion on the adequacy of the Company’s internal control system;
An opinion on the Company’s compliance with securities and exchange laws, regulations of the Stock Exchange of Thailand, and other laws relevant to the Company’s business;
An opinion on the suitability of the external auditor;
An opinion on connected transactions or transactions that may give rise to conflicts of interest;
The number of Audit Committee meetings held and the attendance record of each Audit Committee member;
Overall opinions or observations arising from the Audit Committee’s performance of its duties in accordance with its Charter; and
Any other matters that the Audit Committee considers shareholders and general investors should be informed of, within the scope of duties and responsibilities assigned by the Board of Directors.

9. Participate in providing opinions on the appointment, removal, and performance evaluation of personnel within the Internal Audit function.

10. In performing its duties, the Audit Committee shall have the authority to invite relevant members of management, executives, or employees of the Company to provide opinions, attend meetings, or submit documents considered relevant or necessary.

11. Have the authority to engage advisors or external experts, in accordance with the Company’s regulations, to provide opinions or professional advice where necessary.

12. Conduct a self-assessment of its performance and report the assessment results, including any problems or obstacles that may prevent the Audit Committee from achieving the objectives for which it was established, to the Board of Directors on an annual basis.

13. Review and revise the Audit Committee Charter as appropriate.

14. Perform any other duties assigned by the Board of Directors within the scope of the Audit Committee’s duties and responsibilities.

Term of Office of Audit Committee Members

Audit Committee members shall serve a term of three years. For the purpose of determining the term of office, one year refers to the period from the date of the Annual General Meeting of Shareholders in the year of appointment to the date of the Annual General Meeting of Shareholders in the following year.

Audit Committee members whose terms of office have expired may be nominated and reappointed for another term.

Scope of Authority, Duties and Responsibilities of the Executive Committee

The Executive Committee is responsible for overseeing the management of the Company in accordance with the policies established by the Board of Directors and reporting the Company’s operating performance to the Board.

For meetings of the Executive Committee, at least half of the total number of Executive Committee members must be present to constitute a quorum. Resolutions of the Executive Committee shall be passed by a majority vote of the members attending the meeting, provided that the number of affirmative votes shall represent at least half of the total number of Executive Committee members.

Consider and determine appropriate authority and approval limits for each individual, ensure proper segregation of duties that could otherwise facilitate fraudulent activities, and establish appropriate procedures and methods for transactions with major shareholders, directors, executives, or persons related to such individuals in order to prevent the transfer of benefits. Such principles shall be proposed to the Board of Directors for approval, and the Executive Committee shall oversee compliance with the approved principles and requirements.
Consider the annual budget and budget expenditure procedures for submission to the Board of Directors and supervise expenditures in accordance with the budget approved by the Board.
Consider and revise the Company’s business plans as appropriate and in the best interests of the Company.
Consider and approve investments and determine investment budgets in accordance with the authority specified in the Company’s Delegation of Authority Manual.
Consider contracts that create binding obligations for the Company in accordance with the authority specified in the Company’s Delegation of Authority Manual.
Ensure that sufficient material information concerning the Company is available to support decision-making by the Board of Directors and shareholders, including the preparation of reliable financial reports in accordance with appropriate standards and principles of transparency.
Consider the Company’s profits and losses and propose the annual dividend payment to the Board of Directors.
Consider the commencement of new businesses or the discontinuation of existing businesses for submission to the Board of Directors.
Oversee the establishment of procedures requiring employees to promptly report irregular events or actions, or any unlawful conduct, to the Executive Committee. Where such events have a material impact, they shall be reported to the Board of Directors for consideration and appropriate corrective action within a reasonable period.
Take any action necessary to support the matters described above, or as directed by the Board of Directors, or within the authority delegated by the Board.
Any matter submitted to the Executive Committee that has been resolved and/or approved by the Executive Committee shall be reported to the Board of Directors for acknowledgement at the next Board meeting.

The delegation of authority, duties, and responsibilities to the Executive Committee as described above shall not include the authority and/or sub-delegation of authority to approve any transaction in which a member of the Executive Committee, a sub-delegate, or any person who may have a conflict of interest, as defined in the notifications of the Capital Market Supervisory Board, has an interest or any other form of conflict with the Company.

Any such transaction shall be submitted to the Board of Directors and/or the shareholders’ meeting, as applicable, for consideration and approval in accordance with the Company’s Articles of Association and applicable laws.

Scope of Authority, Duties and Responsibilities of the Risk Management Committee

Establish the risk management policy and framework for submission to the Executive Committee, ensuring alignment with the risk management guidelines of the Stock Exchange of Thailand and The Institute of Internal Auditors of Thailand.
Develop strategies in accordance with the Risk Management Policy to enable the assessment, monitoring, and control of each type of risk within acceptable levels, while encouraging all relevant departments to participate in risk management and control.
Assess risks at the enterprise level, determine appropriate risk management measures to maintain risks within acceptable levels, and oversee the implementation of such measures.
Review and improve the Risk Management Policy to ensure that it remains sufficiently efficient and effective in controlling risks.
Have the authority to request relevant persons to provide explanations, as well as to appoint and define appropriate roles and responsibilities for personnel at all levels in managing risks. Such personnel shall report to the Risk Management Committee to ensure that risk management objectives are achieved.
Report the results of risk management activities to the Executive Committee and the Audit Committee on a quarterly basis for subsequent submission to the Board of Directors.
Prepare a Risk Management Manual.
Identify various types of risks, analyze and assess potential risks, and monitor trends that may have an impact on the Company.
Develop action plans to prevent or mitigate risks.
Evaluate risk management performance and prepare risk management reports.
Establish an integrated risk management system linked to the Company’s information systems.

The Risk Management Committee shall also perform any other duties as deemed appropriate by the Board of Directors.

Scope of Duties and Responsibilities of the Nomination and Remuneration Committee

Nomination

Establish appropriate methods for identifying and nominating suitable candidates for appointment as directors, taking into consideration the nature and business operations of the Company, as well as the qualifications, knowledge, skills, and expertise required for the Board.
Nominate candidates for directorship when a director is due for nomination or reappointment for consideration by the Board of Directors. The nomination process may include considering existing directors for reappointment, accepting nominations from shareholders, engaging external search firms, considering candidates from professional directors’ databases, or inviting individual directors to recommend suitable candidates, among other methods.
Review the list of nominated candidates and select those whose qualifications meet the established criteria.
Verify that the nominated candidates possess the qualifications required under applicable laws and the requirements of relevant regulatory authorities.
Approach qualified candidates whose qualifications meet the established criteria in order to confirm their willingness to serve as directors of the Company if appointed by the shareholders.
Submit the names of nominated candidates to the Board of Directors for consideration and inclusion in the notice of the shareholders’ meeting for appointment by the shareholders.
Consider the nomination of the Chief Executive Officer as assigned by the Board of Directors.
Engage advisors or external experts to provide opinions or advice where necessary.

Remuneration

Consider the criteria for determining the remuneration of directors and senior executives to ensure appropriateness. This includes reviewing the suitability of the existing criteria, benchmarking remuneration against companies within the same industry, and establishing appropriate remuneration principles that support expected performance, ensure fairness, and appropriately reward individuals who contribute to the Company’s success.
Review all forms of remuneration, including fixed remuneration, performance-based remuneration, and meeting allowances, taking into consideration prevailing practices within the same industry, the Company’s operating performance and business size, as well as the responsibilities, knowledge, capabilities, and experience required of directors and senior executives.
Consider the performance evaluation criteria for the Chief Executive Officer, executive directors responsible for specific functions, and senior executives, as assigned by the Board of Directors.
Determine the annual remuneration of directors, the Chief Executive Officer, and Deputy Managing Directors in accordance with the approved remuneration criteria, and submit such remuneration for consideration by the Board of Directors. The Board shall approve the remuneration of the Chief Executive Officer and Deputy Managing Directors, while directors’ remuneration shall be submitted by the Board to the shareholders’ meeting for approval.
Consider the appropriateness of, and provide approval for, any proposed issuance of new securities to directors and employees, with due regard to fairness to shareholders. Such arrangements should also provide appropriate incentives for directors and employees to perform their duties in a manner that creates long-term shareholder value and supports the retention of qualified personnel.

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