Charter

1. Perform duties in accordance with the law, the Company's objectives, regulations, and resolutions of the shareholders' meetings.
2. Establish the Company's vision, objectives, business policies, goals, business strategies, mandates, and annual budgeting through an analysis of the business environment, changes in factors affecting the business, and stakeholders' interests. Supervise the management to ensure that operations are conducted efficiently and effectively, maximizing the benefits for the Company and its shareholders, considering stakeholders' interests, and environmental impacts, with transparency and fairness, under the framework of legal requirements and business ethics.
3. Establish, formulate, and adhere to corporate governance policies, business ethics, and codes of conduct in the workplace. This includes anti-corruption policies and various related practices of the Company. Regularly review and evaluate these policies and practices in response to changing factors.
4. Set risk management policies, assess key risk factors that may arise, establish guidelines for managing these risks, and monitor the performance of risk prevention measures for each department at least quarterly.
5. Review and approve the Company's quarterly and yearly financial performance against plans and budgeting.
6. Ensure the existence of a reliable accounting system, financial reporting, and auditing that adequately reflects the financial status and operational results. Oversee the adequacy of internal control systems and internal audit for efficiency and effectiveness, providing opinions on the sufficiency of internal control systems and risk management.
7. Establish information management disclosure policies to prevent data leaks, maintain the confidentiality of sensitive information, and ensure the disclosure of information that may affect stocks prices.
8. Support and promote innovation, as well as utilize innovation and technology to create added value for the business.
9. Consider the appointment and define the duties and mandates of various subcommittees, such as the Audit Committee, Executives Committee, and Risk Management Committee, for efficient and beneficial operations for shareholders.
10. Consider the appointment of executives committee and managing director from within the Company's Board members, while specifying their scope of authority, duties, and responsibilities. Also, establish approval authority and review and revise these mandates as needed for appropriateness.
11. Develop a Succession Plan to ensure readiness if existing executives are unable to perform their duties.
12. Determine and amend the names of individuals with the authorized persons of the Company.
13. Appoint other individuals to manage the Company's operations under the Board's control, or delegate authority to them, within a timeframe determined by the Board. The board may revoke, withdraw, modify, or amend such authority as deemed necessary.
14. Consider and approve any acquisition or disposal of assets unless such transactions require approval from the shareholders' meeting. In considering such approval, it shall be in accordance with the announcements, regulations, and/or rules related to the securities market.
15. Consider and approve related-party transactions unless such transactions require approval from the shareholders' meeting. In considering such approval, it shall be in accordance with the announcements, regulations, and/or rules related to the securities market.
16. Consider and approve the payment of interim dividends to shareholders when the Company has earned sufficient profits to do so, and report such dividend payments to the next shareholders' meeting.
17. Promote understanding and adherence to the law, regulations, corporate ethics, and work-related policies, including the anti-corruption policy, among all directors, managements, and employees of the Company.
18. Establish clear procedures for individuals who wish to report misconduct or individuals who have concerns (whistleblower) through the Company's website or by reporting directly to the Company. Define channels for reporting misconduct through the Company's audit committee and instruct that data be verified according to the Company's established processes.
19. Oversee subsidiary companies by considering the suitability of individuals to be appointed as directors in the subsidiary companies. This is to ensure that management aligns with the Company's policies and conducts transactions in compliance with the law.

1. The sale or transfer of the entire or significant part of the Company's business to another person.
2. The purchase or acquisition of the business of private or other public limited companies by the Company.
3. Making, amending, or canceling contracts related to leasing the entire or significant part of the Company's business, appointing others to manage the Company's business, or merging the Company's business with other entities for the purpose of profit or loss sharing.
4. Amendment or addition to the Articles of Association or bylaws of the Company.
5. Increase or decrease of the Company's registered capital.
6. Company dissolution.
7. Issuance of convertible debentures by the Company.
8. Merger of the Company's business with another company.
9. Any other matters stipulated under the Securities and Exchange Act and/or the regulations of the Stock Exchange of Thailand, requiring approval from the shareholders' meeting by the above-mentioned voting criteria, such as the disposal or acquisition of assets, related transactions, and more.

The roles and responsibilities of the Chairman of the Board

1. Supervise, monitor, and ensure the efficient performance of the Company's Board and its subcommittees, in line with the Company's objectives and goals.
2. Act as the leader of the Board and preside over board meetings and shareholder meetings, ensuring that these meetings are conducted in accordance with the Company's bylaws and the agenda set forth.
3. Collaborate with the company secretary to set the agenda for board meetings, ensuring that important matters are included in the meeting agenda. Coordinate the distribution of meeting invitations and related documents, and ensure that the Board receives accurate, complete, clear, and timely information before meetings, enabling the board to make well-informed decisions.
4. Support positive relationships between executive and non-executive directors and between the Board and managements. Also, ensure effective communication between directors and shareholders.
5. Support and set a good example in adhering to corporate governance principles and business ethics within the Company. Additionally, ensure that all directors actively participate in promoting an ethical corporate culture and effective corporate governance.

Meeting

1. The Company shall organize board meetings at least four (4) times a year and may hold additional special meetings as necessary. To constitute a quorum, more than half of the total number of directors must be present at the meeting, with the chairman of the board presiding. Important agenda items for meetings include the discussion and approval of the strategic plan, operational plans, quarterly and yearly financial statements, annual budgeting, and various investments of the Company, as well as key policies. Each director is free to propose items beneficial to the Company for inclusion in the meeting agenda.
2. The company secretary is responsible for scheduling board meetings in advance each year, allowing directors to plan their attendance and prepare for meetings. The company secretary shall also send meeting invitations along with clear, adequate, and relevant meeting agendas and documents to directors at least seven (7) days in advance of the meeting. Directors have the right to request access to or review related documents or request additional detailed information from the management. The Company may also engage external consultants or experts at its expense for consultation on any matter.
3. The Board may invite managements and employees to attend meetings for discussions and clarifications on relevant matters.
4. Resolutions at meetings shall be passed by a majority vote of the attending directors, with each director having one vote. In case of a tie, the chairman presiding at the meeting shall cast an additional vote as a tiebreaker.
5. If the chairman of the Board is not present at the meeting or is unable to perform their duties, if there is a vice chairman of the Board, the vice chairman shall act as chairman. If there is no vice chairman of the Board or the vice chairman is unable to perform their duties, the attending directors shall elect one director as the chairman of the meeting.
6. The company secretary shall be responsible for preparing accurate and clear meeting reports, including the meeting outcomes and directors' opinions, in written form. Meeting reports that have been certified by the Board shall be kept by the company secretary and made available for inspection or review by directors or relevant parties with rights and interests.

Evaluation

1. The Board shall do self-performance evaluations and to be conducted at least once a year, on an individual basis, to assist the directors in reviewing work outcomes, identifying problems, obstacles, and making necessary improvements.
2. The Board is responsible for evaluating the performance of managing director, considering the KPI scores of all departments/units that have been specified and averaged. The results of the evaluation shall be used to determine compensation and benefits based on the criteria established by the Company.

The Board’s Remunerations

Training

Reporting