Sustainability

Charter

Board of Directors' Charter

Authority, Duties and Responsibilities of the Board of Directors
  1. Authority of the Board of Directors
    1. Performs its duties with honesty, integrity and prudence, in accordance with the law, the Company's objectives and Articles of Association, and all resolutions of the Annual General Shareholders Meeting in order to carefully protect the Company's interests.
    2. Determines the Company's policies, objectives, direction, business plans, and budgets including the supervision and management of the Company executives in accordance with the agreed business policies. The exception to this is those matters which legally require prior approval at the Annual General Shareholders Meeting before they may be implemented, such as for example: an increase/decrease in share capital; the issuance of debentures; the sale or transfer of the whole or part of the Company's business to others; the purchase/transfer of another business or other company to become an asset of the Company; or an amendment of the Memorandum of Association or Articles of Association.
    3. The Board of Directors may appoint certain directors to form a part of a sub-committee as deemed appropriate, such as to the Executive Committee, the Audit Committee, or the Nomination and Remuneration Committee in order to perform their duties as given by the Board of Directors. The Board of Directors shall appoint the Chairman of each respective Committee and shall report such appointments to the Annual General Shareholders Meeting.
    4. The Board of Directors may appoint any person to perform specific tasks under the supervision of the Board of Directors or render the authority to such a person as deemed appropriate within an appropriate time period. The Board of Directors may cancel, revoke, change or amend any authority given.
    5. The Board of Directors shall select a director to be the Chairman of the Board and shall select one or more directors to be Vice Chairman of the Board and to select a director to be the President of the Company. The Board of Directors shall report such appointments to the Annual General Shareholders Meeting.
    6. Appoint a director to be designated as one of the Company's authorized signatories and the Board of Directors has the authority to determine or revise/change the list of authorized signatories in which the Board of Directors shall report such appointments to the Annual General Shareholders Meeting.
    7. Appoint and consider the compensation package and the terms & conditions of the employment of the President.
    8. Appoint and consider the compensation of directors appointed to a Committee as well as other persons selected by the Board of Directors to perform the duties under the supervision of the Board of Directors. The Board of Directors shall report on these matters to the Annual General Shareholders Meeting.
    9. Approve quaterly and annual financial statements in order to present to the shareholders at the Annual General Shareholders Meeting.
    10. Arrange for the Annual General Shareholders Meeting as well as any Extraordinary General Meetings as required under the regulations as stated in the company's Articles of Association.
    11. The Board of Directors shall convene for meeting at least once every quarter or as per the regulations as stated in the Company's Articles of Association.
  2. Duties and Responsibilities of the Board of Directors
    1. Determine the Company's direction and strategic plan, and control and regulate the plan to be implemented efficiently and effectively.
    2. Set out the Company's policies and procedures in all aspects to ensure the Company's operation is in full compliance with the law, regulations and resolutions of the Annual General Shareholders Meeting; and as importantly the Company Code of Ethics.
    3. Create the Company's control systems in order to maintain creditability and confidence; and ensure that the Company operationally complies with the law, shareholders' expectations, and stakeholders' concerns.
    4. Control, regulate, and evaluate the management team's performances as well as the Company's performance.
    5. Ensure that management has in place risk management policies, processes and controls, as well as an appropriate internal control system.

Audit Committee's Charter

Authority, Duties and Responsibilities of the Audit Committee

The Audit Committee has the authority to perform any act as determined by the Board of Directors as shown in Duties and Responsibilities of the Audit Committee:

  1. Authority of the Audit Committee
    1. Under its scope of authority, the Audit Committee is authorized to call for or order the management, heads of offices, or any employees to present opinions, attend meetings or submit any required or necessary documents.
    2. Consider, select and nominate the Company's auditor as well as the auditor's remuneration to the Board of Directors, and propose this at the Annual General Shareholders Meeting for the Company's shareholders approval. Assess the auditor's performance and other tasks related to the audit.
    3. Make the final decision in a case where the management team disagrees with the auditor on financial reports.
    4. Consider the disclosure of Company information in any case where there is a connected transaction or transaction that may lead to a conflict of interest, so as to ensure accurateness, completeness, and at all times compliance with the laws and regulations.
    5. Review the auditor's report of investigation and discuss with the management team the assessment policy and risk management.
    6. Hire external advisors or specialists to make comments or give advice as necessary.
    7. Set up a meeting with the auditor without the management team or company representatives.
  2. Duties and Responsibilities of the Audit Committee
    1. Review the accuracy of the Company's quarterly and annual financial reports in accordance with generally accepted accounting principles and ensure there is adequate disclosure.
    2. Review the Company's internal control system and internal audit system to ensure that they are suitable and efficient and ensure the independence of the internal audit department. In addition, the Audit Committee may appoint, change or remove the head of the internal audit department or any other department responsible for internal audit tasks.
    3. Review the Company's compliance with the laws on securities and exchange; the regulations of the Stock Exchange of Thailand (the 'SET'); and the laws relating to the Company's business.
    4. Consider, select and nominate an independent person to be the Company's auditor, propose the auditor's remuneration, and attend a non-management meeting with the auditor at least once a year.
    5. Review all connected transactions or transactions that may lead to conflicts of interest and so ensure that they are in compliance with the related laws and the regulations of the SET and that they are reasonable and bring the highest possible benefits to the Company.
    6. Prepare reports to be signed by the Chairman of the Audit Committee and disclosed in the Company's Annual Report. These reports must contain the following information:
      1. An opinion on the accuracy, completeness and reliability of the Company's financial report
      2. An opinion on the adequacy of the Company's internal control system
      3. An opinion on the compliance with the laws on securities and exchange, the regulations of the SET and the laws relating to the Company's business
      4. An opinion on the suitability of the external auditor
      5. An opinion on transactions that may lead to conflicts of interest
      6. The number of Committee meetings held and the members' attendance record
      7. Any comments or opinions received by the Committee regarding its performance in accordance with its Charter
      8. Any other transaction which, according to the Committee's opinion, should be known to the shareholders and general investors, subject to the scope of duties and responsibilities as assigned by the Board of Directors
    7. Perform other tasks as requested by the Board of Directors and other tasks which the Audit Committee agrees to perform.

Nomination and Remuneration Committee’s Charter

Authority, Duties and Responsibilities of the Nomination and Remuneration Committee
  1. Authority of the Nomination and Remuneration Committee
    1. Consider and approve the selection and evaluation processes, as well as the compensation for the President.
    2. Consider and approve proposals for the names of qualified candidates to the Board of Directors for their consideration and approval in the case of a vacancy in a director's position.
    3. Consider and approve proposals for the name of a qualified candidate for the position of President to the Board of Directors for their consideration and approval.
    4. Consider and approve proposals for the names of other candidates to the Board of Directors for their consideration and approval in positions whose functions, responsibilities and authorities are directly given by the Board of Directors.
  2. Duties and Responsibilities of the Nomination and Remuneration Committee
    1. Develop the criteria, selection and evaluation processes, as well as the compensation for the President.
    2. Propose persons for approval of the Board of Directors in the case of a vacancy in a director's position resulting from any reason, other than the end of a term retirement from that position or to increase the numbers of directors. Once approved by the Board of Directors the resolution is put forward for the approval of the shareholders.
    3. Propose to the Board of Directors the name of a person to receive approval from the Shareholder's Meeting in the case that there is a vacancy of a director position due to term retirement.
    4. Propose to the Board of Directors for the approval of the President to retire from being an employee in the Company according to the current operating regulations.
    5. Propose any person that the Board of Directors will then delegate its authority to perform a specific task for the Company.
    6. Recommend the appropriate remunerations for each of the Company's Board of Directors and Committees and then propose to the Board of Directors for the approval of these remunerations at the Annual General Meeting.
    7. Recommend appropriate bonus and salary increases for the management and employees to the Board of Directors for their approval.

Executive Committee's Charter

Authority, Duties and Responsibilities of the Executive Committee
  1. Authority of the Executive Committee
    1. Approve the appointment, change or removal of any management position, with the exception of the President.
    2. Approve the Company's compensation structure and benefits of management and employees; and propose to the Nomination and Remuneration Committee before proposing to the Board of Directors.
    3. Approve any change in the Company management structure, code of conduct or business processes of any division.
    4. Approve the borrowing and lending of money or applying for credit approval from a financial institution; including a guarantee or payment of ordinary business transactions with a specific credit limit of each transaction that has already been agreed and assigned. The amount incurred in these transactions must be under a limit in accordance with the Company guidelines and authority limits which have already been reviewed by the Board of Directors. However, the aforementioned credit limit may be changed if appropriate according to the judgment of the Board of Directors.
    5. Consider to enter into a commercial contract with a credit limit as determined by the Board of Directors.
  2. Duties and Responsibilities of the Executive Board Committee
    1. Formulate the Company's business plan, annual budget, and investment plan for the Board of Directors' approval.
    2. Manage the Company's business operations in order to achieve the planned objectives and targets, and also comply with laws, the Company's regulations, and Stock Exchange of Thailand's rules and regulations.
    3. Direct, control, and monitor the day-to-day operations as set out in the Company's internal control system as well as the Audit Committee's comments and recommendations.
    4. Act in other roles and on duties and within authorities as determined and delegated by the Board of Directors.
    5. Prepare the report on Company's financial and operating performance and report this performance to the Board of Directors each quarter.
  3. The above-mentioned authority excludes the interrelated transactions, acquisition or liquidation of the listed Company's important assets according to the regulations of the Stock Exchange of Thailand (SET) and the Securities and Exchange Commission (SEC). The Company shall abide by the SET regulations and requirements on any issue. In addition, the above-mentioned authority excludes other issues for which the Company's regulations require the prior request and approval at the Annual General Shareholders Meeting.

Authority, Duties and Responsibilities of the President
  1. Perform the duties as assigned by the Board of Directors or the Executive Committee under the Company's objectives, regulations and Articles of Association. In dealing with transactions, the Board of Directors has clearly approved maximum limit of each transaction. This limit should not exceed the limit approved by the Board of Directors. The maximum limit of each transaction however, may be appropriately revised upon the consideration and judgment of the Board of Directors. The delegation of authority to the President should not include any transaction in which the President or any other person involved may then have aconflict of interest (as determined through notification by the Securities and Exchange Commission) with the Company or its subsidiaries. Any duties performed should conform to the Notification by the Stock Exchange of Thailand in its article "Rules, procedures, and disclosures of any related party transactions of the listed company". An exemption to this is for any transaction which is a normal business transaction at market price and under the rules and regulations as specified by the Company.
  2. Prepare the Company's business plan, business strategy, and yearly budget to be proposed to the Executive Committee.
  3. Follow the business plan, business strategy, and yearly budget which have been approved by the Executive Committee.
  4. Determine the organizational structure and scope of management to include every detail of selection, training, hiring, and employment termination.
  5. Authorized to appoint or discharge an employee whose position is lower than that of the President.
  6. Perform the Presidents duties at all times with honesty and prudence for the protection and benefit of the Company.