Corporate Governance Policy

The Company realizes and focuses on various basic rights of shareholders, who are investors of the Company’s securities and the Company’s owners, for example, the right to buy, sell or transfer shares, the right to share in the profit of the Company, the right to obtain relevant and adequate information, the right to participate and vote in the shareholders’ meeting to appoint or dismiss directors, appoint the external auditor, make decisions on any transactions that affect the Company such as the dividend payment, the amendment to the Company’s Memorandum of Association and Articles of Association, the capital decrease or increase and the extraordinary transactions, etc.

The Company has a mission to encourage and facilitate the shareholders to exercise their rights as follows:

• The Company shall provide the information on the meeting date, time and venue and all agenda items with complete explanations and reasons for each agenda item as specified in the notice of the general and extraordinary meetings of shareholders or the attachments and avoid any action that can be considered in violation of the shareholders’ right to study the Company’s information.
• The Company facilitates the shareholders’ participation and voting in meetings. Any action that can be considered in violation of their right to attend the meetings shall be prohibited. For example, in organizing the shareholders’ meetings, the Company uses the venue, which offers convenience in transportation for the shareholders, and provides map of the meeting venue in the notices of the meetings. Also, the Company chooses proper meeting date and time and allocates sufficient time for the meetings.
• Prior to the meeting date, the Company allows the shareholders to submit their opinions, suggestions or questions in advance of the meetings. The Company sets criteria for submission of questions in advance, notifies the shareholders on such criteria when delivering the notices of the meetings and discloses it on the Company’s website.
• Ensure the equitable fundamental rights of all shareholders’ as required by laws, for examples, being received the Company’s news and information sufficiently and timely, and being facilitated and encouraged to attend the Shareholders’ Meetings to exercise their voting rights particularly institutional investors.
• The Company supports the shareholders to use the proxy form on which the shareholders are able to specify the votes and proposes at least one independent director as an option for the shareholders, who cannot attend the shareholders’ meetings, to appoint as their proxies.
• In the shareholders’ meetings, the Chairman of the meetings allocates appropriate meeting time and the shareholders are supported to express opinions, give suggestions or freely raise questions relevant to the Company prior to voting in all agenda items.
• The Company encourages all directors to attend the shareholders’ meetings to provide information and answer questions.
• The Company allows the voting for each matter in case such agenda item contains several matters, for instance, the shareholders are able to vote on individual director nominee.
• The Company encourages the use of voting cards in all important agenda items, for instance, the related party transactions, the acquisitions and disposals of significant assets, etc. for the sake of transparency and verification of vote counting.
• The Company has an independent person to assist in vote counting in each agenda item.
• After the meetings are completed, correct and comprehensive minutes are recorded. They include key questions, clarifications, comments and suggestions so the shareholders are able to review. In addition, the Company discloses the voting results of each agenda item and posts the minutes of the meetings on its website for the shareholders’ consideration.
• The Company delivers the minutes of the shareholders’ meetings to the SET within fourteen days from the meeting date.

The Company treats all shareholders equally, no matter they are major shareholders, minor shareholders, shareholders with executive and non-executive positions, Thai shareholders or foreign shareholders as follows:

• The Company delivers the notices of the shareholders’ meetings together with the agenda items and the opinions of the Board of Directors to the SET and discloses on its website at least twenty-eight days prior to the meeting date. The Company prepares the notices of the shareholders’ meetings in English and discloses concurrently with the Thai version.
• The Company sets the criteria for the minor shareholders to nominate directors by proposing their names with qualifications and consent letters to the Board of Directors prior to the meeting date.
• The Company defines the explicit criteria for the minor shareholders to propose agenda items prior to the meeting date to demonstrate the fairness and transparency in considering whether to add such agenda items or not.
• The shareholders with management positions should not add any agenda item without notifying other shareholders in advance, if not necessary, especially an agenda item that requires the shareholders to spend a good deal of time to study relevant information before making decisions.
• In each shareholders ’ meeting, the Company provides equal opportunities to all shareholders. Before the meeting commences, the Chairman of the meeting will notify the shareholders about the meeting rules, voting procedures, voting right of each share type and vote counting in each agenda item.
• For the agenda to elect directors, the Company supports the election of individual director nominee.
• Directors are requested to disclose to the Board of Directors prior to the meeting whether they have any interest in any transaction or matter and such interest will be recorded in the minutes of the meetings. In addition, the Company prohibits the directors, who have significant conflict of interest which affects their independence, from part in the meeting on such agenda item.
• The Company sets the written procedures to prevent the use of inside information for personal gain and discloses them to everyone in the organization to use as guidelines. Furthermore, the Company instructs that all directors and executives to regularly report the status of their holdings of the Company’s securities to the Company Secretary in order to be disclosed in the Company’s annual report.

The Company values the rights of all shareholder groups whether they are the internal stakeholders, such as shareholders and employees, or the external stakeholders, such as partners, clients, etc. The Company realizes that all stakeholders’ supports and comments will benefit the Company’s business operations and developments. Therefore, the Company conforms the relevant laws and regulations as well as sets the policy to treat each stakeholder group by considering on its legal rights or the agreements with the Company. Also, the Company does not violate the stakeholders’ rights.

Furthermore, in operating business, the Company takes into account the rights of all stakeholders according to the following guidelines:

Shareholders : The Company transparently and effectively conducts the business to create its sustainable value. The Company strives to obtain a good performance and steady growth for the utmost long-term benefit of the shareholders. Also, the Company discloses transparent and reliable information to the shareholders.

Employees : The Company treats all employees equally and fairly and provides appropriate compensation. Moreover, the Company emphasizes on the continual developments of skills, knowledge, working capabilities and potential of employees, for instance, the arrangement of training provisions, seminars and trainings. The Company gives the equal opportunities to all employees and motivates high caliber employee store main with the Company in order to further develop the organization. Besides, the Company sets the anti-corruption guidelines and cultivates all employees to comply with the relevant laws and regulations, such as strictly prohibiting the use of inside information.

Partners : The Company sets with justice and fair-play the partner selection process allowing them to compete on equal information. Moreover, the Company utilizes appropriate forms of contracts, which offer fairness to all partners, and has a monitoring system to ensure that all contract conditions are compiled and flaws and corruption are entirely prevented in all steps of the selection process. The Company procures in accordance with the commercial conditions and strictly complies with the contracts.

Clients : The Company takes responsibilities for clients in keeping quality standards of products and services as well as completely responding to the needs of clients in order to create clients’ long-term satisfaction. Furthermore, the Company considers on the clients’ safety and hygiene in consuming the Company ’s products and services and provides the accurate and complete information on products and services. The Company also provides the channels for clients to inform about inappropriate products and services so that the Company can rapidly prevent and correct. The Company keeps confidential on the clients’ information and will not wrongly use it for the Company’s and its related parties’ benefits.

Creditors : The Company abides by all terms and conditions as stipulated in the creditors’ contract, including loan and interest payment and proper maintenance of collateral in compliance with the relevant contracts.

Competitors : The Company competes with good and ethical manners within the legal framework and promotes a free and fair competition policy.

Society and public : The Company places the importance Public on the social safety, the environment and the living quality of the stakeholders relating to the Company’s operations. The Company encourages its employees to volunteer and be responsible for the environment and society and strictly conducts the business under the relevant laws and regulations. Additionally, the Company strives to partake in various activities that create and maintain the environment and society and support local cultures of the community where the Company is located.

Moreover, the stakeholders can ask for details, make complaints and report on illegal conducts, inaccuracy of financial reports, deficient internal control and unethical conducts of the Company via the Company’s independent directors or the Audit Committee’s members. The complaints and reported information will be kept confidential and the independent directors or the Audit Committee’s members will review such reported information, find solutions (if any) and then report to the Board of Directors.

The Company realizes the importance of significant information disclosure, both financial and non-financial. The disclosure of the Company’s information, including other information that may affect the price of the Company’s securities, the decision-making process of investors and the Company’s stakeholders, must be conducted accurately, completely, promptly and transparently under the following regulations of the SEC and the SET:

• The Company sets up a mechanism to ensure that the information disclosed to investors is correct and adequate for the investors’ decision makings and does not mislead the investors.
• The Company has assigned the investor relations officer to communicate with the investors or the shareholders and disseminates the financial and general information of the Company to the shareholders, securities analysts, credit rating companies and relevant agencies through various channels, namely reporting to the SEC and the SET and through its website. Furthermore, the Company puts great emphasis on consistently disclosing information in both Thai and English versions on its website, which is regularly updated. Such information disclosed on the Company’s website includes the Company’s vision, mission, financial statements, public relations news, annual report, management structure, shareholding structure, major shareholders, notices of the meetings, etc.
• The Company prepares the management discussion and analysis (MD&A) and discloses it with the financial statements every quarter in order for the investors to obtain information and clearly understand the significant changes that affect the Company’s financial position and performance in addition to the financial statements.
• The Company reveals the roles and duties of the Board of Directors and committees, the numbers of meetings held and attendance record in the previous year, the opinions in performing duties, training records and professional developments throughout the year in its annual report. Besides, the Company discloses the remuneration policy for directors and senior executives, the types of remuneration and the amount of remuneration that includes the remuneration each director receives from being a director of subsidiaries.
• The Company discloses the audit and non-audit fees, which are paid to the auditor. In addition to the disclosure of information in the annual statement (Form 56-1), the annual report and the SET’s channels as regulated, the Board of Directors considers on disclosing information in both Thai and English versions via other channels, such as the Company’s website, which is regularly updated.

1. Board and Committee Structure

The Board of Directors consists of The Board of Directors consists of directors with diversified qualifications in terms of knowledge, capabilities and experiences beneficial to the Company. The Board of Directors has significant role in defining the policies and the overview of the organization as well as monitoring, reviewing and evaluating the Company’s performance as planned.

The Board of Directors is comprised of at least five directors, but not more than twelve directors. The ratio of the independent directors to the total number of directors on the board must be at least 1:3 with no less than three independent directors in order for the Board of Directors to have appropriate check and balance in considering and voting in matters. All of the Company’s independent directors possess complete qualifications as specified in the notification of the Capital Market Supervisory Board, the SET’s regulations and other relevant guidelines, rules and laws.

Each term of directorship does not exceed three years as specified by the relevant laws and the independent directors can continuously be in office for not more than nine years, except the Board of Directors deems that it is reasonable and necessary. In addition, the Company’s directors and executives are able to be directors and executives of the affiliated or other companies if it is in accordance with the regulations of the SEC and the Capital Market Supervisory Board including other relevant guidelines, rules and laws and the Company’s Board of Directors’ Meeting must be informed. However, each director can be directors of not more five listed companies.

The Board of Directors has also established the committees to assist in overseeing the Company as follows:

• Executive Committee, which is comprised of at least three executive directors, assists the Board of Directors in operating the Company according to the policies, the business plan, the Articles of Association, the orders and the specified targets as assigned by the Board of Directors.
• Audit Committee, which is comprised of at least three members, assists the Board of Directors in controlling and reviewing the management, the internal control, the compliance with relevant laws as well the financial reporting so that the Company’s operations and information disclosure are transparent and credible.
• Nomination and Remuneration Committee, which is comprised of at least three members, has the duties to nominate qualified candidates to be appointed as the Company’s directors and senior executives, set the forms and criteria on remuneration paid to directors and senior executives prior to proposing for the approval by the Board of Directors and/ or the shareholders’ meeting (case by case) and conduct senior executives’ development.
• Risk Management Committee, which is comprised of at least three members, assists the Board of Directors in defining appropriate, adequate, efficient and effective risk management policies and ensuring that there is a system or process for managing overall risks to be under an acceptable level.

Additionally, the Company has appointed the Company Secretary to perform functions relating to the Board of Director’s meetings and the shareholders’ meetings, support the Board of Directors by providing recommendations pertaining to the laws and regulations relating to the Board of Directors’ duties as well as ensure that the Board of Directors’ resolutions are correctly followed.

2. Roles, Duties and Responsibilities of the Board

The Board of Directors is responsible for the shareholders in operating the Company’s business and has duties to define the Company’s policies and business directions and oversee the operations to be conducted in accordance with the Company’s business objectives, visions, strategies and directions so as to create long-term benefits to the shareholders under the legal framework and the code of conduct while considering on all stakeholders’ benefits. Details of the charter of the Board of Directors are as follows:

(1) Corporate Governance Policy

The Board of Directors has approved the written corporate governance policy and annually reviews it. Such corporate governance manual is the guideline for all directors, executives and employees in performing their duties.

(2) Code of Conduct

The Company intends to operate its businesses with transparency, good ethics and responsibilities for the stakeholders, the society and the environment. The Board of Directors has approved the code of conduct and requires all directors, executives and employees to strictly conform. The Company’s code of conduct, which is publicized throughout the organization, supports the following practices:

• (a) Ethics on responsibilities for the shareholders;
• (b) Ethics on relationship with the clients;
• (c) Ethics on relationship with the partners, the competitors and the creditors;
• (d) Ethics on responsibilities for the employees; and
• (e) Ethics on responsibilities for the society and the environment

(3) Conflict of Interest

The Company has vigilant policy for eliminating conflicts of interest. Such policy is based on the honesty, reason and independency within a good ethical framework for the best interest of the Company. The persons, who have interest in any transactions, must disclose the information of their own and related person’s interest to the Company and must not participate in the consideration and the decision-making process on such transactions.

The Company has set its policies on the related party transactions and the transactions which may have conflicts of interest in accordance with the laws and the regulations of the SEC, the Capital Market Supervisory Board and the SET and discloses such transactions its annual report and annual statement (Form 56-1).

(4) Internal Control

The Company has established the internal control system to oversee the operations in both managerial and operational levels to ensure their efficiency. The Company has set up the Internal Audit Department/ unit to evaluate the sufficiency of the internal control system and report the result of the audit plan to the Audit Committee.

(5) Risk Management

The Company has the monitoring system and the risk management processes to properly reduce impacts on the Company. The Risk Management Committee has been established to consider and define the risk management policies, which cover both external and internal risks and are consistent with the business strategies and directions, and propose to the Board of Directors for approval.

(6) Whistle Blowing Channel

The Board of Directors has arranged for the reporting channels for whistle blowers to report on any illegal conduct, inaccuracy of the financial reports, internal control deficiencies and unethical conducts of the Company through the Company’s independent directors or Audit Committee members. The complaints and reported information will be kept confidential and the independent directors or the Audit Committee’s members will review such reported information, find solutions (if any) and then report to the Board of Directors.

(7) Report of the Board of Directors

The Audit Committee has the duty to review the financial reports, meet with the Accounting Department and the auditor and propose the financial reports to the Board of Directors for consideration on a quarterly basis. The Board of Directors is responsible for the Company’s and subsidiaries’ financial statements as well as financial information as appeared in the annual report.

3. Principles of the Board

Principle 1: Establish Clear Leadership Role and Responsibilities of the Board

The Board of Directors should demonstrate a thorough understanding of its leadership role, assume its responsibilities in overseeing the Company and strengthen good corporate governance to achieve the sustainable value creation.

Principle 2: Define Objectives that Promote Sustainable Value Creation

The Board of Directors should define objectives that promote sustainable value creation and governance outcomes for the Company, clients, stakeholders and general public.

Principle 3: Strengthen Board Effectiveness

The Board of Directors should be responsible for determining and reviewing the board structure in terms of size, composition and proportion of independent directors so as to ensure its leadership role in achieving the Company’s objectives. Also, the Board of Directors should ensure the policy and procedures for selection and nomination of directors are clear and transparent resulting in the desired composition of the board.

Principle 4: Ensure Effective Senior Executives and People Management

The Board of Directors should oversee the personnel management and development to ensure that personnel possess the proper knowledge, skills, experiences and motivation, define the succession plan for the positions of Managing Director/Chief Executive Officer and senior executives and oversee to ensure that the remuneration structure and the performance evaluation are in place.

Principle 5: Nurture Innovation and Responsible Business

The Board of Directors should prioritize and promote innovations that create value for the Company and its shareholders together with the benefits for its clients, other stakeholders, society and environment and ensure that the management allocates and manages resources efficiently and effectively throughout all aspects of the value chain to enable the Company to sustainably meet its objectives and goals.

Principle 6: Strengthen Effective Risk Management and Internal Control

The Board of Directors should ensure that the Company has effective and appropriate risk management and internal control that enable the Company to efficiently achieve its objectives and operate under relevant laws and standards. In addition, the Board of Directors should manage and monitor conflicts of interest that may occur between the Company, management, directors and shareholders and also prevent the inappropriate uses of assets, information and opportunities including inappropriate transactions with related parties.

Principle 7: Ensure Disclosure and Financial Integrity

The Board of Directors must ensure the integrity of the Company’s financial reporting system and that timely and accurate disclosure of all material information regarding the Company is made consistent with the applicable regulations, standards and requirements.

Moreover, the Board of Directors should monitor the Company’s financial liquidity and solvency and ensure that financial difficulties are promptly identified and mitigated in case the Company encounters or inclines to face financial problems.

Principle 8: Ensure Engagement and Communication with Shareholders

The Board of Directors should ensure that the shareholders have the opportunities to participate effectively in decision makings involving significant corporate matters.

4. Board Meeting and Self-assessment

The Board of Director's meetings are scheduled at least every quarter and additional meeting may be held, if necessary. Scheduled a meeting yearly and agendas for the meetings are clearly set in advance while the agenda to monitor the performance is regularly included. The Company arranges for the delivery of the notices of the meeting0s together with agenda items and relevant documents to all board members for not less than seven days prior to the meeting date, except in urgent cases, so that the directors shall have adequate time to review information prior to the meeting. The minutes of the meetings are recorded, certified and maintained for future reference and auditing.

In every meeting, the management and the persons responsible for issues proposed are encouraged to participate in such meeting to provide accurate information and other details for decision makings in a timely manner. The board resolution is passed by a majority vote of the directors attending the meeting. One director shall have one vote. In the event that any director has a conflict of interest in any matter, such director must not participate in the meeting and take part in the decision-making process of such matter. In case there is an equal voting, the Chairman of the meeting has a casting vote.

To comply with the principle of good corporate governance, the Company has determine a quorum requiring at least two third of the directors for making any resolution.

In addition, the Board of Directors conducts the self-assessment at least once a year to allow directors to consider their performance and solve any problems they may have. A benchmark of the board’s performance is clearly defined in advance. The assessment results are collected and reported to the Board of Directors and disclosed together with the assessment criteria and procedures in the Company’s annual report.

5. Remuneration

The remuneration of directors should be comparable to the industry level in which the Company operates, reflect experiences, obligations, scope of work, accountability and responsibility and contribution of each director. The board members, who are assigned more tasks, such as committees, should be properly compensated.

The Company has established the Nomination and Remuneration Committee to consider the forms and criteria of remuneration of directors and propose to the shareholders’ meeting for approval.

6. Development of Directors and Executives

The Board of Directors has the policy to encourage and arrange for the training courses for persons taking part in the Company’s corporate governance, such as the directors, the Audit Committee members, executives and the Company Secretary, so that they will continuously improve their performance of duties. Such training courses may be arranged internally or provided by the external institutions. In case there is a new director, such director will be provided with documents and information useful for performing his/ her duties and also will be briefed on the Company’s nature of business and business framework.

The Board of Directors supports the work rotations, which can be assigned to the executives and the employees due to their proficiency, by considering mainly on the appropriateness of work and timing. The Managing Director/ Chief Executive Officer will specify the period of time and evaluate the performance in order to develop the succession plan of the Company. This aims to advance the working knowledge and capabilities of the executives and the employees so that they are able to take rotations.

Committees
The management structure of the Company consists of the Board of Directors and four committees, namely the Audit Committee, the Executive Committee, the Nomination and Remuneration Committee and the Risk Management Committee as per details showing below.

1. Formulating working plan and annual budget plans of the Company and its subsidiaries as proposed by the management; as well as designing the executive structure and power to be proposed to the Executive Committee and/or the Board of Directors for approval. 
2. Overseeing, administrating, operating and performing business work routine in accordance with the visions, business directions, policy, business strategies, goal, working plans and annual budget plans that have been approved by the Executive Committee and/or the Board of Directors, and/or as assigned by the Executive Committee and/or the Board of Directors. 
3. Approving entering into a contract and/or any transaction relating to normal business operations (such as sale and purchase, investment or joint investment with others to do the Company’s normal transactions for the benefits of achieving the Company’s objectives) within the amount set forth in the authority limit and/or as determined by the Executive Committee and/or the Board of Directors, and/or as required by relevant laws, rules and/or the Company’s regulations.  
4. Supervising the overall business operations in terms of finance, marketing, human resources management and other areas of works so that they are in conformity with the Company’s policy, business strategies, goal, working plans, and annual budget plans that have been approved by the Executive Committee and/or the Board of Directors. 
5. Appointing advisors in areas necessary to the Company’s operations within the power and budget set forth in the authority limits, and/or as determined by the Executive Committee and/or the Board of Directors. 
6. Introducing rules, criteria, guidelines, regulations to be implemented in the organizational structure lower than managing director, including employment, appointment, transfer, dismissal and discharge of employees in positions under managing director. 
7. Determining the rate of pays, compensations, rewards, bonus, and pay rise for executive and employees under managing director within a limit and policy specified by the Executive Committee and/or the Board of Directors.
8. Issuing internal orders, regulations, notices and memorandums so that work operations are in line with the policy and for the benefits of the Company, as well as to maintain discipline in the organization. 
9. Approving operational plans of each line of work; approving requests of each line of work that go beyond their authorities; as well as approving usual transactions in operations according to the capital budgeting or the budget approved by the Executive Committee and/or the Board of Directors. The limit for each transaction shall be as specified in the authority limits, but not exceeding the annual budget approved by the Board of Directors. This includes entering into contracts relating to such transactions. Important approval authority of Managing Director includes an investment under the budget approved by the Board of Directors at the amount not exceeding 200 million baht, an investment not included in the approved budget at the amount of not exceeding 50 million baht, and other operational expenses at the amount of mostly not exceeding 20 million baht (depending on type of expenses).     
10. Performing any other duties as assigned by the Executive Committee and/or the Board of Directors, including having an authority to take any actions required for performing such duties. 
11. Authorizing any person(s) to perform any action on behalf of the Managing Director. The authorization of duties and responsibilities of Managing Director by no means constitutes an authorization or sub-authorization that enables the Managing Director or his/her attorney(s) to approve any transaction in which ones or persons who may have a conflict of interests ( as defined in the Notifications of the Securities and Exchange Commission, the Notifications of Capital Market Advisory Board, the Stock Exchange of Thailand, and/or other relevant agencies) may have stakes in, obtain any benefits from, or may have other conflict of interests with the Company or its subsidiaries, unless such transaction is approved under the policy and criteria that have been approved by the Board of Directors.