Section 1

Rights of Shareholders

The Company recognizes and values the basic rights of the shareholders, namely the right to buy, sell or transfer shares, the right to share in corporate profit, the right to obtain adequate information on the Company, the right to attend shareholder meetings, and the right to cast votes related to the appointment or removal of directors as well as appointing external auditors. Shareholders also have voting rights regarding decisions that affect the Company such as dividend allocation, establishing or amending the Articles and Memorandum if Association, capital increase or decrease, etc.

Therefore, the Company has made arrangements to encourage and facilitate shareholder rights.

1. Submit the notice of shareholder meeting at least seven days in advance, with details on the date, time, place, agenda items and complete supporting information related to items for consideration
2. The Company offers a shareholder that is unable to attend the meeting an opportunity to appoint a Company’s independent director or any person to attend on his/her behalf, by submitting a proxy form with the meeting notice
3. Shareholders are given full opportunity to freely ask questions or make comments and recommendations
4. After the meeting, the Company will prepare the minutes of meeting, in which correct and complete information is disclosed for shareholder verification

Having become a public limited company and listing on the Stock Exchange of Thailand, the Company includes the opinions of the Board of Directors in the meeting notice and send the said notice to shareholders in advance for a period specified by the SEC or SET’s electronic channel, the Company’s website and newspaper advertisement pursuant to the Limited Public Companies Act. As a policy, all directors, especially sub-committee, chairpersons must attend the meeting in order to give explanations to or answer questions from the shareholders.

Section 3

Role of Stakeholders

With the satisfaction of all parties in mind, the Company pursues a policy that regards the rights of all stake holders fairly and transparently as follows;

 

Shareholders

he Company endeavors to operate business with transparency in order to deliver satisfactory returns to shareholders and sustainable growth to the organization.

The Company upholds a principle to treat every shareholder without any discrimination and relies on equality of shareholders and awareness of fundamental rights of shareholders, for example, rights on buy and sell share, right of receiving profit share, rights on receiving adequate business information of the Company, rights on attending the meeting for voting shareholders or withdrawing director, appointing auditor and asking issues relevant to the company, for example dividend payment, stipulating or amending the Company’s rules and regulations and memorandum of associations, decrease or increase of capital.

 

Employees

The Company endeavors to treat employees equitably and fairly, while providing them suitable compensation, continual training and skill development for improved productivity, as well as a provident fund and other fringe benefits such as bonus, health insurance, life insurance, etc. In 2016-2018, the average number of hour for employee’s trainings per year equals 12 hours per person, 9.30 hours per person, and 6.19 hours per person respectively. The average of training decreased due to the company controlled budget and decreased cost. However, there are no accidents, leaves and sickness of the employees from working in 2018.

Therefore, the Company emphasizes on safety on employee’s life and health as follows;

• The Company commits to develop safety, health and working environment as per legal requirements.
• The Company will control and prevent loss from accident, fire and injury in workplace as well as maintain safe workplace for employees.
• The Company supports adequate and appropriate use of natural resources as per legal requirements; commit to develop human resources for knowledge and cultivating conscious in employees’ safety and working environment.
• Safety and sanitation is important issue. The executives, supervisory levels and all employees are responsible for complying with legal requirements.

 

Partners/ Suppliers

Any business alliance with any partners shall not bring any damage to the Company’s reputation or any laws. The Company gives concern on equality of business operation and mutual benefits with partners. The Company commits to comply with commercial terms and conditions and sincere compliance with the partnership contracts without taking advantages.

Systematic procurement of goods and services in accordance with ISO 9001:2015 standards as following significant rules:

1. Partners/ Suppliers selection: The Company shall consider the products’ specification, market demand, technology development, reputation, price, marketing support, trade conditions, and delivery.
2. Partners/ Suppliers evaluation: The Company shall evaluation major partners (both local and internation) every year in the first quarter.
3. Sub-contractor procedures:  The Company set the Committee to evaluate and select the sub-contractors for arranging the sub-contractors list.

 

Creditors

The Company commits to strictly comply with financial terms and conditions for credibility in terms of debt settlement, loan payment, interest and responsibilities in bonds.

 

Customers

The Company endeavors to be attentive and responsible to customers by such means as equitable services, high-quality products and services, and the protection of customer confidentiality. Various business units and staff are assigned to respond quickly to clients with customer care, as well as satisfy customers or ensure standard goods and services in reasonable price, as well as maintain good and sustainable relationship under the good practices.

 

Competitors

The Company endeavors to engage in fair competition, maintain acceptable standards of competition and refrain from unethical practices against competitors.

 

Communities and Society

The Company realizes to operate its business with community, social and environmental responsibilities as well as safety, quality of life, natural resources conservation, efficient use of energy, awareness of quality of life of community and society. Some of its profits are contributed to payback and create community and society.

 

Environment

The Company realized on environmental effects, be selecting technologies and innovative development for efficient use of energy. The Company followed by Corporate Social Responsibilities’ policy through the project “We Care” of the topic Care Planet on “Corporate Social Responsibility” included sort out garbage into 4 types;

(1) degraded waste or biodegradable waste

(2) recycle waste

(3) general waste

(4) hazardous waste.

The Company also complies with guidelines of Human Rights of Universal Declaration of Human Rights of United Nations which are the standard rights practices to the Company’s employees or other related parties as well as no violation against intellectual properties or copyrights. Moreover, please see more details about communities and society on the topic “Corporate Social Responsibility”.

Section 4

Disclosure and Transparency

The Board of Directors realized on information disclosure with equitable, accurate, complete and transparent. This encompasses financial and nonfinancial information as stated by SEC and SET regulations and material information that affects the value of the Company’s securities, which in turn influences decision-making by investors and stakeholders. The Company will disclose its information to the shareholders and the general public through SET channels and the Company’s website.

The share (“PLANET”) holding of director and management was reviewed by the Board of Directors’ meeting quarterly. As 31 December, 2019, the Board of Directors (included related persons) held the amount of 173,540,000 shares or 69.42% of the total number of shares.

In 2017 – 2019, the Company’s directors and executives held the following number of shares.

Directors and Executives	Title	No. of Shares held as of 31 December			Remark
		2017	2018	2019
Dr. Ruttikorn Varakulsiripunth	Chairman , Independent Director	–	–	–	Appointed as Director on June 21, 2018
Mr. Prapat Rathlertkarn	Director, Vice Chairman, Chairman of Executive Committee,Chief Executive Officer	78,950,000	78,950,000	78,950,000	Including related persons
Mr. Trevor John Thompson	Director, Vice Chairman of Executive Committee,Chief Technology Officer	78,950,000	78,950,000	78,950,000	Including related persons
Dr. Wichai Laohmatvanich	Independent Director, Chairman of Audit Committee, RiskManagement Committee Member, and Nomination Remuneration and Corporate Governance Committee Member	–	–	–	Appointed as Director on January 25,2018
Mrs. Sutharak Soonthornpusit	Independent Director, Audit Committee Member, Chairman of RiskManagement Committee, and Nomination Remuneration and Corporate Governance Committee Member	50,000	50,000	50,000
Mr. Somkid Wangcherdchuwong	กรรมการอิสระ กรรมการตรวจสอบ กรรมการบริหารความเสี่ยงและประธานกรรมการสรรหาฯ Independent Director, Audit Committee Member, Risk Management Committee Member , and Chairman of Nomination Remuneration and Corporate Governance Committee	–	–	–
Mr. Thibdee Mangkalee	Independent Director, Audit Committee Member	–	–	–	Appointed as Director on June 21, 2018
Mrs. Ratana Suwan	Executive Vice President of Finance and Account	–	5,120,000	5,120,000	Appointed on September 4, 2018
Mr. Satit Rathlertkarn	Executive Vice President of Sales	10,390,000	10,483,900	10,460,000
Miss Wannapha Weeracharoen	Vice President of Operation	–	–	–
Mr. Veerasak Arthornchaikul	Vice President of Marketing and Business Development	10,000	10,000	10,000

The Board of Directors recognizes its responsibility to provide accurate and complete financial reports that have been proved in accordance with generally accepted accounting practices. Appropriate accounting policies are applied and regularly practiced, while adequate information is disclosed in financial statements. Furthermore, the Board has adopted an effective internal control system in order to ensure accounting records as accurate and sufficient to protect company assets, as well as identify system vulnerabilities for corruption or material irregularities. The Company has appointed an Audit Committee, comprised of non-executive directors responsible for examining financial reports, related transactions and the internal control system. The Audit Committee reports directly to the Board of Directors.

The Company has yet to attach a unit responsible for investor relations, due to a small number of activities. However, Mr. Prapat Rathlertkarn and Mrs. Ratana Suwan have been assigned to act as investor contacts to provide company information in an accurate and complete manner to shareholders, and analysts and relevant agencies.  On August 30, 2016, the Company attended the Opportunity Day at Stock Exchange of Thailand.

Section 5

Responsibilities of the Board of Directors

1. Structure of the Board of Directors

The Company’s Board of Directors comprises of qualified persons who possess knowledge, competency and executive experiences in various organizations, thus enabling them to utilize such backgrounds and expertise in developing and setting corporate policies and business direction effectively for the utmost benefits of the Company and its shareholders. The Board of Directors plays a vital role in formulating policies and business concept, along with supervising, examining and monitoring performance of the Management, and also assessing to ensure that the Company’s operating results are achieved as planned. Therefore, the Company’s Directors are not allowed to hold directorship in more than five listed companies.

As of December 31, 2019, the structure of the Board of Directors consists of Independent Directors account for one third of Board members. At present, the Board of Directors consists of seven members who there are two executive directors and five non-executive directors which including four audit committee members. The Board has also appointed subcommittee to assist in overseeing the Company’s operations as follows:

1.1  Executive Committee is consisting of two members to determine business direction and strategies. The committee is tasked with accomplishing the goals set by the Board, as well as smooth and flow management.

1.2  Audit Committee consisting of four independent directors with the rights and duties as specified in the Authorities and Responsibilities of the Audit Committee. The Committee performs specific tasks and proposes relevant matters to the Board for consideration and acknowledgement. At least one member must have a sufficient background in accounting to oversee the credibility of the Company’s financial statements.

1.3  Nomination, Remuneration ad Corporate Governance Committee (henceforth, “Nomination Committee”) consists of three independent directors, with the Chairman of the Board also serving as Chairman of the Committee. The term of office for each member is the same as his/her term on the Board of Directors.

1.4  Risk Management Committee has members nominated and appointed by the Board from among the Company’s directors and executives or other qualified persons. The committee members elect one member as Chairman of the Risk Management Committee. The Committee is responsible for determining risk management policies and frameworks which cover strategic risks, enterprise risks, financial risks, operational risks and external factors. Its responsibilities also include monitoring, examining and assessing risk management performance, overseeing the Company’s compliance risk management policies as well as evaluating the risk management policies and system, system effectiveness and policy compliance. The committee reports the discharge of duty of the Board and its performance for the year to shareholders through the annual report. In addition, the Risk Management Committee appoints the executive committee in charge of

(1) Identifying risk and conducting risk management review in line with Business Plan

(2) Estimating relevant impacts

(3) Setting preventive measures against risks

(4) Monitoring results and update status of risk to the Risk Management Executive Committee

(5) Consistently and continually building innovations for risks management for staff.

The Board of Directors has established a policy that the Chairman of the Board must not be the same person as the Chief Executive Officer; in order to explicit segregate responsibilities between corporate governance policy-making and day to day management. The roles of the Board of Directors are also defined separately from those of executives. The Board of Directors is responsible for setting policies and supervising the operations of executives. Meanwhile, executives are responsible for managing the Company’s businesses in accordance with the set policies. Although the Chairman of the Executive Committee is also the CEO, the Company has prevented autocracy by clearly defining the scope of powers and duties in the Company’s Level of Authorization (LOA) in written.

The Company Secretary is appointed by the Board and takes responsibilities pursuant to the Securities and Exchange Act.

 

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

The Company’s directors are to comply with the Code of Best Practices for Directors of Listed Companies enacted by the SET. Directors must understand and acquaint themselves with their entrusted roles, duties and responsibilities and relinquish their position with integrity in accordance with the laws, the Company’s objectives and Articles of Association, as well as resolutions of the shareholders meeting. Therefore, the Board of Directors develop policies, business goals , corporate plans and budgets, including to review vision, mission and the company’s strategy in previous year, while ensuring that management has implemented policies, plans and budgets effectively and efficiently in the best interests of the Company and its shareholders.

 

Policy on Conflict of Interest

The Company has laid out a policy to prevent any conflicts of interest that may arise from Company transactions. Persons with conflicts of interest are not permitted in the approval process for the transaction. The Board of Directors oversee this matter to ensure the Company’s strict compliance with the laws on securities and exchange, relevant regulations and notifications, orders or  requirements of the Capital Market Supervisory Board and the Stock Exchange of Thailand, requirements related to the disclosure of connected transactions and the acquisition/disposal of material assets of the Company, including the accounted standards specified by the Institute of Certified Accounts and Auditors of Thailand.

Moreover, the Company has the Audit Committee, external auditors or independent specialists review and comment on product pricing and transactions. Transaction details are disclosed in notes of financial statements audited or reviewed by external auditors, the Company’s annual registration statement (Form 56-1) and annual report (Form 56-2).

 

Internal Control System

Recognizing the importance of an internal control system at both management and operational levels, the Company has explicitly stated in writing the scope of duties and responsibilities of various roles. To maintain proper checks and balances, the Company has developed a control mechanism for the best utilization of assets and segregated duties and responsibilities for transaction approval, accounting and information records, and asset security. Additionally, it has ensured internal financial control systemizing financial reporting up the chain of responsibilities. The Internal Auditor is responsible for examining the Company’s internal control system and reports directly to the Audit Committee

The Company has set clear and measurable goals. Management reviews the actual performance against projected targets on a monthly basis, through the assessment of external and internal risk factors to business operations, along with an analysis of contributory factors. The Company has also adopted measures to monitor the causes of risk factors and develop countermeasures to mitigate them. Related units have been assigned to report any progress or changes to the Board of Directors.

 

3. Board of Directors Meeting

3.1 Board of Directors

According to the Company’s policy, the Board of Directors must hold a meeting at least once every three month and convene special meetings as necessary. The agenda items of each meeting must be clearly stated and sent out along with the meeting notice at least seven days prior to the meeting date to allow sufficient time for directors to review and prepare.

Minutes of the meeting are recorded and then approved by the Board. The records must also be safely stored for future examination by the Board or related parties.

The Company set and informs the schedules of Board of Directors meeting every year in the fourth quarter. In 2019, the Board of Directors meeting shall be held on every month in the third week at 18.00 hrs. If there was the certify financial statement, the Board of Directors meeting would be held on Thursday (before submitting date) at 09.00 hrs.

The Board of Directors meeting shall be composed of the number of directors of not less than half of total number of directors. At the time of casting resolution, the number of attending directors shall not be less than two-third of total number of directors.

As at January 31^th, 2019, non-executive directors including Dr.Ruttikorn Varakulsiripunth, Dr.Wichai Laomatvanich, Mrs. Suttharak Soonthornpusit, Mr. Somkid Wangcherdchoowong and Mr.Thibdee Mangkalee gathered for the unofficial meeting without administrative parties participation for general discussions for the Company management.

From 2017 to 2019, the Company held eleven meetings, nine meetings, and ten meetings respectively. In 2019, the average Directors attendance was 94.29% of total the Board of Director Meeting. The attendance record of each director are as shown below:

1.1   Executive Committee is consisting of eight members to determine business direction and strategies. The committee is tasked with accomplishing the goals set by the Board, as well as smooth and flow management

1.2   Audit Committee consisting of three non-executive directors with the rights and duties as specified in the Authorities and Responsibilities of the Audit Committee. The Committee performs specific tasks and proposes relevant matters to the Board for consideration and acknowledgement. At least one member must have a sufficient background in accounting to oversee the credibility of the Company’s financial statements

1.3   Nomination, Remuneration ad Corporate Governance Committee (henceforth, “Nomination Committee”) consists of four non-executive directors, with the Chairman of the Board also serving as Chairman of the Committee. The term of office for each member is the same as his/her term on the Board of Directors. The Nomination Committee has authorities and responsibilities as stated under 8.2.3

1.4   Risk Management Committee has members nominated and appointed by the Board from among the Company’s directors and executives or other qualified persons. The committee members elect one member as Chairman of the Risk Management Committee. The Committee is responsible for determining risk management policies and frameworks which cover strategic risks, enterprise risks, financial risks, operational risks and external factors. Its responsibilities also include monitoring, examining and assessing risk management performance, overseeing the Company’s compliance risk management policies as well as evaluating the risk management policies and system, system effectiveness and policy compliance. The committee reports the discharge of duty of the Board and its performance for the year to shareholders through the annual report. In addition, the Risk Management Committee appoints the executive committee in charge of (1) Identifying risk and conducting risk management review in line with Business Plan (2) Estimating relevant impacts (3) Setting preventive measures against risks (4) Monitoring results and update status of risk to the Risk Management Executive Committee and (5) Consistently and continually building innovations for risks management for staff

Directors’ Name	No. of Meeting Attendance / Total No. of Meeting
	2017		2018		2019
Dr. Ruttikorn Varakulsiripunth (1)	–	–	5/9	100%	10/10	100%
Mr. Prapat Rathlertkarn	11/11	100%	9/9	100%	10/10	100%
Mr.Trevor Thompson	9/11	82%	8/9	89%	8/10	80%
Dr. Wichai Laohmatvanich (2)	–	–	8/9	100%	10/10	100%
Mrs. Sutharak Soonthornpusit	9/11	82%	9/9	100%	8/10	80%
Mr. Somkid Wangcherdchuwong	11/11	100%	9/9	100%	10/10	100%
Mr. Thibdee Mangkalee (3)	–	–	5/9	100%	10/10	100%

Notes :

(1) Dr. Ruttikorn Varakulsiripunth was appointed as the Indendent Director on June 21, 2018.
(2) Dr. Wichai Laohmatvanich was appointed as Independent Director on January 25, 2018.
(3) Mr. Thibdee Mangkalee was appointed as Independent Director on June 21, 2018.

3.2 Audit Committee

From 2017 to 2019, the Audit Committee’s meetings have been held on quarterly basis for five times, six times and seven times a year, respectively. Details of attendance are as follows;

 

 

Name	No. of Meeting Attendance / Total No. of Meeting
	2017	2018	2019
Dr. Wichai Laohmatvanich (1)	–	4/6	7/7
Mrs. Sutharak Soonthornpusit	5/5	6/6	5/7
Mr. Somkid Wangcherdchuwong (2)	–	4/6	7/7
Mr. Thibdee Mangkalee (3)	–	2/6	7/7

 

Notes:

(1) Dr. Wichai Laohmatvanich was appointed as Chairman of Audit Committee on February 23, 2018.
(2) Mr. Somkid Wangcherdchuwong was appointed as Audit Committee Member on February 23, 2018.
(3) Mr. Thibdee Mangkalee was appointed as Audit Committee Member on June 22, 2018.

3.3 Nomination, Remuneration and Corporate Governance Committee

The Company’s Board of Directors Meeting No. 5/2014 on November 12, 2014 resolved to appoint the Nomination, Remuneration and Corporate Governance Committee (Nomination Committee) which shall hold the meeting at least twice a year and the committee members shall attend the meeting.

In 2017- 2019, one, two,  and two Nomination Committee’s meetings were held, respectively. Details of attendance are as follows:

Name	Title	No. of Meeting Attendance / Total No. of Meeting
		2017	2018	2019
Mr. Somkid Wangcherdchuwong (1)	Chairman	1/1	2/2	2/2
Mrs. Sutharak Soonthornpusit	Member	1/1	2/2	2/2
Dr. Wichai Laohmatvanich (2)	Member	–	1/2	2/2

 

Notes :

(1) Mr. Somkid Wangcherdchuwong was appointed as Chairman of Nomination, Remuneration and Corporate Governance Committee on February 23, 2018.
(2) Dr. Wichai Laohmatvanich was appointed as Nomination, Remuneration and Corporate Governance Committee Member on February 23, 2018.

3.4  Risk Management Committee

The Company’s Board of Directors Meeting No. 5/2014 on November 12, 2014 resolved to appoint the Risk Management Committee which shall hold the meeting at least twice a year and the committee members shall attend the meeting.

In 2016- 2018, one, two, and two Risk Management Committee’s meetings were held, respectively. Details of attendance are as follows:

Name	Title	No. of Meeting Attendance / Total No. of Meeting
		2016	2017	2018
Mrs. Sutharak Soonthornpusit (1)	Chairman	1/2	2/2	2/2
Mr. Somkid Wangcherdchuwong	Member	2/2	2/2	2/2
Dr. Wichai Laohmatvanich (2)	Member	–	1/2	2/2

Notes :

(1) Mrs. Sutharak Soonthornpusit was appointed as Chairman of Risk Management Committee on February 23, 2018.
(2) Dr. Wichai Laohmatvanich was appointed as Risk Management Committee Me mber on February 23, 2018

4. Remuneration of Directors and Executives

The Company retains competent directors and executives by providing sufficient remuneration comparable to that of industry peers. Factors determining remuneration include professional background, duties, scope of roles and responsibilities, Remuneration for directors must be approved by the shareholders meeting. Meanwhile, remuneration for executives is in accordance with criteria and policy specified by the Board of Directors, taking into account the duties, responsibilities and performance of each executive.

 

5. Development of Directors and Executives

For continual enhancement of business operations, the Board has put forth a policy to encourage and facilitate training and learning activities. For persons involved in corporate governance, directors and executives, Audit Committee members, and the Company Secretary. Management courses are provided through the Thai Institute of Directors Association (IOD)

Directors and executives, Audit Committee members and the Company Secretary have taken IOD courses as follows;

Name	Title	Remark
Dr. Ruttikorn Varakulsiripunth	Chairman, Independent Director	– Director Accreditation Program (DAP) 153/2018 *
Mr. Prapat Rathlertkarn	Director, Vice Chairman, Chairman of Executive Committee,Chief Executive Officer	– Chief Transformation Officer: CTO Course 2019 by SEAC, Thailand – Successful Formulation & Execution of Strategy (SFE) 28/2016 * –  Advance Innovation Training no. 4 by  National Innovation Agency (NIA) By Thailand Management Association (TMA) –  Director Certification Program (DCP) 195/2014 * –  Director Accreditation Program (DAP) 94/2012 *
Mr. Trevor John Thompson	Director, Vice Chairman of Executive Committee, Chief Technology Officer	–  Director Certification Program English Program (DCP) 207/2015 * –  Director Accreditation Program (DAP) 95/2012 *
Dr. Wichai Laohmatvanich	Independent Director, Chairman of Audit Committee, Risk ManagementCommittee Member, and Nomination Remuneration and Corporate Governance Committee Member	– Director Accreditation Program (DAP) 153/2018 *
Mrs. Sutharak Soonthornpusit	Independent Director, Audit Committee Member, Chairman of RiskManagement Committee, and Nomination Remuneration and Corporate Governance Committee Member	– Director Certification Program (DCP) 219/2016 * – Director Accreditation Program (DAP) 103/2013 *
Mr. Somkid Wangcherdchuwong	Independent Director, Audit Committee Member, Risk ManagementCommittee Member , and Chairman of Nomination Remuneration and Corporate Governance Committee	– Director Accreditation Program (DAP) 2006 *
Mr. Thibdee Mangkalee	Independent Director, Audit Committee Member	–  Director Certification Program (DCP) 267/2018*
Mrs. Ratana Suwan	Executive Vice President of Finance and Account	– Director Certification Program (DCP) 188/2014* – Director Accreditation Program (DAP) 94/2012*
Mr. Satit Rathlertkarn	Executive Vice President of Sales	–  Advance Certificate Course in Public Administration and Law for Executives 2019, King Prajadhipok’s Institute – Director Certification Program (DCP) 205/2015 * – Director Accreditation Program (DAP) 104/2013 *
Miss Wannapha Weeracharoen	Vice President of Operation	– Successful Formulation & Execution of Strategy (SFE) 28/2016
Mr. Veerasak Arthornchaikul	Vice President of Marketing and Business Development	– Advance Innovation Training no. 4 by  National Innovation Agency (NIA) By Thailand Management Association (TMA)

Notes:

* Thai Institute of Directors Association (IOD) Courses

 

Furthermore, directors and managements attended others seminars arranged by the Thai Institute of Directors and other institutes consistently to gain knowledge and apply for working efficiency. In 2019, directors and managements attended the seminars such as Chief Transformation Officer: CTO Course by SEAC, Thailand Advance Certificate Course in Public Administration and Law for Executives 2019, King Prajadhipok’s Institute etc.

6. Nomination of Directors and Top Executives

The nomination and appointment of directors is conducted through the shareholder meeting. Qualified candidates are selected by the Nomination Committee based on their experience, knowledge, proficiency and prerequisite qualifications under the law. Subsequently, the candidate is elected by the shareholder meeting according to the criteria and procedure stipulated in the Articles of Association.

 

6.1 Composition and Appointment of the Board of Directors

The Composition, nomination, appointment, removal or retirement of directors are specified in the Articles of Association, which is summarized as follows

1. The Board of Directors consists of at least five directors and at least half of the total number of directors must reside in the Kingdom of Thailand. The directors must possess qualifications as specified under the law.
2. Directors are elected by the shareholder meeting according to the following criteria and procedure

• Each shareholder has a number of votes equal to the number of shares held
• Each shareholder may allocate all his/her votes to elect one or several candidates. However, in an election for multiple directors, the shareholder must allocate his/her votes equally
• Candidates receiving the most votes in descending order are elected to the number of positions required at a given meeting. In the event of a tie for the final position, the Chairman of the meeting will cast the awarding vote.

3. At every annual general meeting, one-third (1/3) of the directors shall vacate in proportion. If the number of directors is not a multiple of three, the number of directors closest to one-third (1/3) shall vacate. Unless otherwise specified by the articles of association, the directors vacating from office in the first and second years after the registration of the company shall be selected by drawing lots. In subsequent years, the director who has held office longest shall vacate. A director who vacates office under this section may be re-elected.
4. Any director intending to resign from office can submit a resignation letter to the Company. The resignation is effective on the date the letter is received by the Company.
5. If a directorship falls vacant for reasons other than by rotation, the Board will elect a person with suitable qualifications and legal prerequisites to fill the vacancy at the next Board of Directors meeting, unless the remaining term of the former director is less than two months. The replacement director retains office only for the remaining term of his/her predecessor. The Board of Directors’ resolution represents a vote of not less than three-forth the number of remaining directors.
6. The shareholder meeting can remove any director from office before his/her retirement by rotation by a vote of not less than three-fourths the number of shareholders in attendance and entitled to vote. The vote must represent not less than one-half the number of shares held by shareholders in attendance and entitled to vote.

6.2 Composition and Appointment of Independent Directors

Definition “Independent Director”
Independent Director means the external director who does not hold the position of executive or the company’s employee, non executive director or director who has authorized to sign and independent from the major shareholder, the executive and related persons and be able to protect the shareholders’ advantage consistently as well as bewared of the conflict of interest between the company and relate persons.

The Board of Directors consider a candidate’s qualifications for an independent directorship according to the Public Limited Companies Act, law on securities and exchange, notifications of the Capital Market Supervisory Board, a relevant notifications, regulations and/or rules. The Board also considers a potential nominee’s proficiency, work experiences and other relevant qualities. The candidate is subsequently nominated to the shareholder meeting in final voting. The number of Independent directors must be at least one-third of the Board, as well as, at least three members. Independent Directors serve a term of three years each time (but total term shall not over 9 years).

As of December 31, 2019, five Independent Directors consisted of:

Independent Directors’ Name	Title	Appointed Date	Total Terms
Dr. Ruttikorn Varakulsiripunth	Chairman	June 21, 2018	1 year 6 months 9 days
Dr. Wichai Laohmatvanich	Chairman of Audit Committee, Risk ManagementCommittee Member, and Nomination Remuneration and Corporate Governance Committee Member	January 25, 2018	1 year 11 months 7 days
Mrs. Sutharak Soonthornpusit	Audit Committee Member, Chairman of RiskManagement Committee, and Nomination Remuneration and Corporate Governance Committee Member	December 30, 2011	8 years
Mr. Somkid Wangcherdchuwong	Audit Committee Member, Risk ManagementCommittee Member, and Chairman of Nomination Remuneration and Corporate Governance Committee	May 12, 2015	4 years 7 months 19 days
Mr. Thibdee Mangkalee	Audit Committee Member	June 21,2018	1 year 6 months 9 days

Qualifications of Independent Director

1. Must hold no more than 1% of total shares with voting rights in the Company, its parent company, subsidiaries, affiliates or juristic persons with possible conflicts of interest (hence forth, the Company, its parent company, etc”) including shares held by the director’s affiliate
2. Has not served as executive director, employee, staff, salaried advisor, or controlling person in the company, parent company, etc. for at least two years from the date of submitting the application to the SEC.
3. Has no familial relation , either biologically or legally, to executives, major shareholders, controlling persons, or persons to be nominated as executives or controlling persons of the Company or its subsidiaries. Familiar relations include, but are not limited to fathe, mother, spouse, sibling or in-law
4. Has neither a conflict of interest via business relations with the Company, its parent company, etc that may impede his/her independent discretion, nor served as a major shareholder, non-independent direct or executive of those with business relations to the Company, its parent company, etc. for at least two years from the date of submitting the application to the SEC.
5. Has neither served as an external auditor for the Company, its parent company, etc, nor been a major shareholder, non-independent director, or managing partner of an audit firm which employs external auditors to the Company, its parent company, etc for at least two years from the date of submitting the application to the SEC
6. Has neither been a professional service provider of any kind who received an annual service fee exceeding 2 million Baht from the Company, its parent company, etc, not in the event the professional service provider is a juristic person, been a major shareholder, non-independent director, executive or managing partner of a professional service provider for at least two years from the date of submitting the application to the SEC
7. Has not served as a director appointed as a representative of the Company’s directors, major shareholders or shareholders related to major shareholders.
8. Does not possess any other characteristics that render him/her incapable of giving independent opinions on the Company’s operations

6.3 Composition and Appointment of the Audit Committee

The Board of Directors appoint members of the Audit Committee which consists of at least three independent Company directors qualified under securities and exchange legislation as well as the notification, regulations and/or rules of the Stock Exchange of Thailand. The term of office for each Audit Committee member is three years and the independent directors that chair the Audit Committee must possess additional qualifications as follows:

1. Not a director being assigned by the Board to make decisions on the business operations of the Company, its parent company, subsidiaries , samelevel subsidiaries, affiliates or juristic persons with possible conflicts of interest
2. Not a director of its parent company, subsidiaries or same-level subsidiaries that are listed companies.
3. Has sufficient knowledge and experiences to perform duties as a member of the Audit Committee. At least one member must have sufficient knowledge and experiences to review the credibility of financial statements.

 

6.4 Orientation of New Director

It is necessary and advantage to arrange orientation for the new director to understand the business and the operations of the Company as well as understanding the director’s role to work efficiency and gain more benefit for the Company. Thus, the Board of Director has set the orientation for new director every time and assigns company secretary to provide the information to the new director.

When Nomination Committee considers the qualified person and proposed to the Board of Director for approval. The Company would provide the important information before and after position as director that separates into three processes

(1) during invited to be director

(2) after appointing as director from Annual General Meeting

(3) before the first of the Board of Director’s meeting.

 

7. Self-Assessment of the Board of Directors and Top executives

To be conducted annually, the self-assessment of the Board of Directors and top executives is divided into three parts as follows:

1) Self-assessment of individual directors:

It shall be the tool for supporting directors to review their own roles and to guide for development efficiency and effectiveness. Self-assessment of individual directors shall evaluate the following skills: 1. Strategy, 2. Ethic and Value, 3. Knowledge in Directors’ Role, 4. Diligence, and 5. Self Development

2) Self-assessment of the Board:

The Company applied Self-assessment of the Board from Stock Exchange of Thailand which consisted of 1. Structure and Character of the Board, 2. Role and Responsibility of the Board, 3. Board Meeting, 4. Board’s performance of duties, 5. Relationship with Management, and 6. Self-development of directors and executive development.

The Self-assessment of the Board and individual directors shall be arranged by the Company Secretary every year. After all directors evaluated both self-assessments, Company Secretary shall gather and summarize for reporting to the Board of Directors Meeting

3) Self-assessment of top executives shall evaluated the following skills:

The Company applies the said self-assessment from Stock Exchange of Thailand instruction. The evaluation results will benefit for develop the top executives not only performance but also effectiveness. The self assessment comprises of three sections as follows:

Section1:  Status of Achievement	Section 2: Performance Measure	Section 3: Development
	1. Leadership2. Strategy Formulation 3. Strategy Execution 4. Financial Planning/Performance 5. Relationship with the Board 6. External Relation 7. Human Resource Management/ Relation 8. Succession 9. Product/Service Knowledge 10. Personal Quality

The Company uses comments and recommendations derived from the assessment to enhance the Board’s performance and optimize corporate governance practices.

 

8. Succession of the Company‘s Top Executive Management

The Company’s Board of Directors gives importance on succession plan to have the Company be always ready to respond in the event that some of directors become incompetent. The Board of Directors will assign the Nomination, Remuneration and Corporate Governance committee to create the succession plan. The succession plan will include development plan  for Chairman, or Chief Executive Officer, Chief Technology Officer including top executive management aimed at being always ready and continual operation plan with nominating successor in case of their retirement, or incompetency for continual flow operation.

 

9. Control over the Use of Internal Information

1. The Company’s directors, executives, employees and staff at all levels as prohibited from disclosing or exploiting confidential and/or internal information of the Company for their own or other persons’ benefit, either directly or indirectly
2. The Company’s directors, executives , employees and staff at all levels as well as their relations are prohibited from using internal information that may affect the value of the Company’s securities for either direct or indirect trading, before said information is officially disclosed to the public, regardless of the intended purpose. Those who violate this regulation shall be subject to disciplinary actions
3. The Company has acquainted its directors and executives with their duty to report the Company’s securities held by themselves or their relatives including changes thereof, to the Office of the SEC. in accordance with Section 59 and penalty provisions of the Securities and Exchange Act, B.E..2535
4. The Company’s directors, executives, employees and staff, as well as their relatives are prohibited from trading the Company’s securities during one month period prior to the disclosure of its financial statements to the public

 

10. Audit Fee

EY Corporate Services Limited has been the Company’s auditor from 2012 to 2017. As the resolution of 2019 Annual General of Shareholders Meeting, it approved ANS Audit Co., Ltd. being as the Company’s auditors and Ms.Kultida Pasurakul, CPA license no. 5946, has been audited for first year of the Company. The proposed external auditor is neither a connected person nor a person with conflict of interest. With all due knowledge and independence in auditing, Ms.Sumalee Reewarabundith is also an auditor approved by the Office of the Securities and Exchange Commission (SEC).

In 2017-2019, the Company paid audit fees as follows: