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Corporate Governance Policy

Corporate Governance Policy

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The Corporate Governance Policy


The Company realizes the importance of a Good Corporate Governance and establishes a good governance policy, adhered to in practice for stakeholders. Therefore, the Company consciously maintains awareness of the good governance policy and deliberately conducts business with the highest integrity and transparency, as well as adherence to good corporate governance and strict respect for the criteria which cover key practices based on the scope of responsibility of all involved persons and on fairness, detailed below.

Chapter 1 Principles and Policy

1.1 Treating Shareholders with Equality and Fairness Policy
The company places great importance on treating shareholders with equality and fairness and this fair treatment can be detailed as follows:
- The right to receive share certificates and to transfer of shares
- The right to gain sufficient information in due time so as to be available for decision making
- The right to receive treasury stock by the issuing corporation with equal priority
- The right to participate and vote in meetings
- The right to vote and dismissal of director
- The right to receive corporate benefits and dividends

The Board of Directors shall set the schedule for an annual shareholders’ meeting within 4 months from the end of the accounting year, to enable shareholders to exercise their right to look after their own interests, as well as to provide them with thorough, sufficient, and accurate information. Furthermore, shareholders possess the right to propose subjects to be included in the agenda of a shareholder meeting and the right to nominate individuals to be elected as directors. By casting their vote on each agenda item and each major decision required by law, shareholders are able to exercise their right to participate in the Company’s decision-making process, including their right to express their opinion and their right to make inquiries.
The Company shall proceed to send invitations with the details of the meeting agenda, along with Directors’ opinions as they relate to information on operational performance for shareholders to consider. Any shareholder who is unable to attend a meeting can use the proxy form attached to the notice of the meeting.

1.2 Role of Stakeholders
The Company has placed importance on the rights of all stakeholders by providing clear and fair guidelines for treatment of all stakeholders by shareholders, employees, customers, suppliers, competitors, government, community and society, in an effort to ensure that all stakeholders are treated equally and fairly according to ethical practices and codes of conduct. The Company’s executives and employees acknowledge and strictly respect the criteria which cover key practices based on the scope of responsibility of all involved persons and on fairness.

1.3 Disclosure and Transparency Policy
The Company shall ensure that financial or non-financial information is disclosed to shareholders and stakeholders in a regular, complete, accurate, and timely manner through various channels to provide equal access to information, including the Company website, for precise knowledge. The Company has assigned the “Investor Relations Department” to communicate and provide both internal and external information and news on company activities.

1.4 Risk Management System and Internal Control Policy
Risk management
The Board of Directors has assigned the Management to set up a risk management system in each department and to monitor the risks that are present as well as report any risk to the Managing Director immediately. The Managing Director is immediately notified in the event that a risk is likely to exceed the Company’s risk tolerance level, affording time for the formulation of preventive measures. The Company has not yet established a risk management committee due to its consequential costs and the sufficiency and appropriacy of the existing risk management system. It is the Board’s opinion to further delay the establishment of said committee.

Internal control system
The Board of Directors recognizes that a good and sufficient internal control system would ensure the efficiency and effectiveness of the Company’s operations. The Board of Directors has employed an independent organization as the Company’s Internal Control. This entity operates independently and reports directly to the Audit Committee. Furthermore, the Company’s operation has been audited by the Thai Industrial Standard Institute under the Ministry of Industry to make certain of its continued compliance with international standard certifications previously obtained—including ISO 22000, ISO 9001, GMP, HACCP, and ISO 14001.

1.5 Conflicts of Interest and Proper Use of Internal Information Policy
In an attempt to prevent conflicts of interest, the Board of Directors has issued a policy prohibiting directors, executive officers and employees from engaging in any business considered to be in competition with the Company. The policy also requires these individuals to refrain from partaking in any transaction that may result in a conflict of interest. For a transaction that potentially represents a conflict of interest but is nevertheless inevitable, responsible parties shall gather any relevant information and present it in the form of a report to the Audit Committee, whose responsibility it is to ensure that the said transaction adheres to standard business practices and is executed at a reasonable monetary value. The Audit Committee’s conclusion will then be presented to the Board of Directors for its consideration. The policy also prescribes that a director, executive officer or employee with a potential conflict of interest in any transaction must abstain from taking part in its approval process. In the event of a connected transaction, under the scope of Connected Transactions announcements by the Stock Exchange of Thailand, it is the Board’s responsibility to oversee that the transaction is conducted in strict compliance with the criteria, methodology, and information disclosure practice of a listed company.
The Company has protections against misuse of the Company’s unofficially disclosed inside information for benefit prior to its public disclosure. Such information could have an effect on trading prices of the Company’s shares, which are listed in The Stock Exchange of Thailand. The Company has laid down policies which prohibit executives of the Company to illegally disclose such inside information or make use of it for personal benefit. Executives are required to report trading transactions of the Company’s shares and their ownership position whenever changes occur. Executives who have access to material inside information must refrain from trading activities involving shares during the one-month period prior to the official release of the Company’s financial statements.
In addition, the Company has devised official guidelines on the use of internal information for directors, executive officers, and employees as part of its Ethics manual, company policy, and Articles of Association. These guidelines seek to prevent individuals in possession of internal information from releasing it to the public for personal gain.

1.6 Anti-Corruption Policy
Under the supervision of the Board of Directors, the Company operates ethically, honestly, and transparently. In conformity with good corporate governance principles, it also has a responsibility towards society as well as all groups of stakeholders. To this end, the Board of Directors has formulated a policy and an accompanying set of guidelines for directors, executive officers, and employees to prevent fraudulent and corruptive activities from tarnishing the Company’s business. According to the policy, directors, executive officers, and employees are prohibited from engaging in the act of giving or accepting all manner of bribes, whether directly or indirectly, when dealing with the government and its agencies. Furthermore, giving or accepting a gift or a meal, as well as incurring expenses, must conform to the provisions in the Company’s Code of Conduct.
Moreover, employees shall not neglect or ignore an act of corruption that is in any way connected to the Company. They must inform their immediate supervisor or the person in charge. Upon the discovery of a corruptive act which violates the Company’s Code of Conduct, the wrongdoer shall be subject to disciplinary action in accordance with the established procedure. In addition, the wrongdoer may also be subject to legal action in the event that his or her action violates the letter and the spirit of the law.

1.7 Sustainable Development Policy
The Board of Directors believes that business operation goes hand in hand with corporate social responsibility, which it regards as a major component in the foundation of a robust business and a factor that will foster national growth and stability. To this end, it is the policy of the Board to encourage the Company to make known its responsibility towards society and all groups of stakeholders, as well as to prepare a corporate social responsibility report as a tool to ensure the honesty and transparency of its operation.

1.8 Code of Conduct
The Board of Directors expects all executive officers and employees to operate under an ethical framework and the Code of Conduct, and to maintain honesty and exercise prudence in both their personal and professional capacity for the utmost benefit of the Company and its stakeholders. An ethics manual, policies, and regulations have been made, detailing the guidelines on appropriate conduct for directors, executive officers, and employees of all levels, starting from entry levels. Senior executive officers are thus required to serve as role models.

Corporate Governance Policy

The Corporate Governance Policy


The Company realizes the importance of a Good Corporate Governance and establishes a good governance policy, adhered to in practice for stakeholders. Therefore, the Company consciously maintains awareness of the good governance policy and deliberately conducts business with the highest integrity and transparency, as well as adherence to good corporate governance and strict respect for the criteria which cover key practices based on the scope of responsibility of all involved persons and on fairness, detailed below.

Chapter 1 Principles and Policy

1.1 Treating Shareholders with Equality and Fairness Policy
The company places great importance on treating shareholders with equality and fairness and this fair treatment can be detailed as follows:
- The right to receive share certificates and to transfer of shares
- The right to gain sufficient information in due time so as to be available for decision making
- The right to receive treasury stock by the issuing corporation with equal priority
- The right to participate and vote in meetings
- The right to vote and dismissal of director
- The right to receive corporate benefits and dividends

The Board of Directors shall set the schedule for an annual shareholders’ meeting within 4 months from the end of the accounting year, to enable shareholders to exercise their right to look after their own interests, as well as to provide them with thorough, sufficient, and accurate information. Furthermore, shareholders possess the right to propose subjects to be included in the agenda of a shareholder meeting and the right to nominate individuals to be elected as directors. By casting their vote on each agenda item and each major decision required by law, shareholders are able to exercise their right to participate in the Company’s decision-making process, including their right to express their opinion and their right to make inquiries.
The Company shall proceed to send invitations with the details of the meeting agenda, along with Directors’ opinions as they relate to information on operational performance for shareholders to consider. Any shareholder who is unable to attend a meeting can use the proxy form attached to the notice of the meeting.

1.2 Role of Stakeholders
The Company has placed importance on the rights of all stakeholders by providing clear and fair guidelines for treatment of all stakeholders by shareholders, employees, customers, suppliers, competitors, government, community and society, in an effort to ensure that all stakeholders are treated equally and fairly according to ethical practices and codes of conduct. The Company’s executives and employees acknowledge and strictly respect the criteria which cover key practices based on the scope of responsibility of all involved persons and on fairness.

1.3 Disclosure and Transparency Policy
The Company shall ensure that financial or non-financial information is disclosed to shareholders and stakeholders in a regular, complete, accurate, and timely manner through various channels to provide equal access to information, including the Company website, for precise knowledge. The Company has assigned the “Investor Relations Department” to communicate and provide both internal and external information and news on company activities.

1.4 Risk Management System and Internal Control Policy
Risk management
The Board of Directors has assigned the Management to set up a risk management system in each department and to monitor the risks that are present as well as report any risk to the Managing Director immediately. The Managing Director is immediately notified in the event that a risk is likely to exceed the Company’s risk tolerance level, affording time for the formulation of preventive measures. The Company has not yet established a risk management committee due to its consequential costs and the sufficiency and appropriacy of the existing risk management system. It is the Board’s opinion to further delay the establishment of said committee.

Internal control system
The Board of Directors recognizes that a good and sufficient internal control system would ensure the efficiency and effectiveness of the Company’s operations. The Board of Directors has employed an independent organization as the Company’s Internal Control. This entity operates independently and reports directly to the Audit Committee. Furthermore, the Company’s operation has been audited by the Thai Industrial Standard Institute under the Ministry of Industry to make certain of its continued compliance with international standard certifications previously obtained—including ISO 22000, ISO 9001, GMP, HACCP, and ISO 14001.

1.5 Conflicts of Interest and Proper Use of Internal Information Policy
In an attempt to prevent conflicts of interest, the Board of Directors has issued a policy prohibiting directors, executive officers and employees from engaging in any business considered to be in competition with the Company. The policy also requires these individuals to refrain from partaking in any transaction that may result in a conflict of interest. For a transaction that potentially represents a conflict of interest but is nevertheless inevitable, responsible parties shall gather any relevant information and present it in the form of a report to the Audit Committee, whose responsibility it is to ensure that the said transaction adheres to standard business practices and is executed at a reasonable monetary value. The Audit Committee’s conclusion will then be presented to the Board of Directors for its consideration. The policy also prescribes that a director, executive officer or employee with a potential conflict of interest in any transaction must abstain from taking part in its approval process. In the event of a connected transaction, under the scope of Connected Transactions announcements by the Stock Exchange of Thailand, it is the Board’s responsibility to oversee that the transaction is conducted in strict compliance with the criteria, methodology, and information disclosure practice of a listed company.
The Company has protections against misuse of the Company’s unofficially disclosed inside information for benefit prior to its public disclosure. Such information could have an effect on trading prices of the Company’s shares, which are listed in The Stock Exchange of Thailand. The Company has laid down policies which prohibit executives of the Company to illegally disclose such inside information or make use of it for personal benefit. Executives are required to report trading transactions of the Company’s shares and their ownership position whenever changes occur. Executives who have access to material inside information must refrain from trading activities involving shares during the one-month period prior to the official release of the Company’s financial statements.
In addition, the Company has devised official guidelines on the use of internal information for directors, executive officers, and employees as part of its Ethics manual, company policy, and Articles of Association. These guidelines seek to prevent individuals in possession of internal information from releasing it to the public for personal gain.

1.6 Anti-Corruption Policy
Under the supervision of the Board of Directors, the Company operates ethically, honestly, and transparently. In conformity with good corporate governance principles, it also has a responsibility towards society as well as all groups of stakeholders. To this end, the Board of Directors has formulated a policy and an accompanying set of guidelines for directors, executive officers, and employees to prevent fraudulent and corruptive activities from tarnishing the Company’s business. According to the policy, directors, executive officers, and employees are prohibited from engaging in the act of giving or accepting all manner of bribes, whether directly or indirectly, when dealing with the government and its agencies. Furthermore, giving or accepting a gift or a meal, as well as incurring expenses, must conform to the provisions in the Company’s Code of Conduct.
Moreover, employees shall not neglect or ignore an act of corruption that is in any way connected to the Company. They must inform their immediate supervisor or the person in charge. Upon the discovery of a corruptive act which violates the Company’s Code of Conduct, the wrongdoer shall be subject to disciplinary action in accordance with the established procedure. In addition, the wrongdoer may also be subject to legal action in the event that his or her action violates the letter and the spirit of the law.

1.7 Sustainable Development Policy
The Board of Directors believes that business operation goes hand in hand with corporate social responsibility, which it regards as a major component in the foundation of a robust business and a factor that will foster national growth and stability. To this end, it is the policy of the Board to encourage the Company to make known its responsibility towards society and all groups of stakeholders, as well as to prepare a corporate social responsibility report as a tool to ensure the honesty and transparency of its operation.

1.8 Code of Conduct
The Board of Directors expects all executive officers and employees to operate under an ethical framework and the Code of Conduct, and to maintain honesty and exercise prudence in both their personal and professional capacity for the utmost benefit of the Company and its stakeholders. An ethics manual, policies, and regulations have been made, detailing the guidelines on appropriate conduct for directors, executive officers, and employees of all levels, starting from entry levels. Senior executive officers are thus required to serve as role models.

Chapter 2 Structure and the Board of Directors
2.1 The Board of Directors

The composition of directors
The Company’s article of association has stated that the Company shall have one board of directors, composed of at least 5 persons. The directors, among themselves, shall appoint the chairman of the directors and may appoint the deputy chairman of the directors, the Managing Director, and other positions deemed appropriate. Moreover, more than half of the directors must be residents of Thailand.
The Board of Directors comprises the chairman of the Board of Directors and 9 directors as detailed below.
- 1 Executive director
- 8 Non-executive directors
Three independent directors account for one third of all directors. The Company has defined the qualification of the independent director to be higher than the qualification required by the Securities and Exchange Commission and the Stock Exchange of Thailand.
Non-executive directors make up more than 66 percent of the Board of Directors. Also on the Board is the managing director, who is an executive officer. This structure facilitates the alignment of business directions between Management and the Board. It also conforms to principles of good corporate governance. Furthermore, the Board elects an independent non-executive director as its chairman.
Roles, duties and responsibilities of the Board of Directors
The duties of the Board of Directors include the annual establishment of the vision and mission statements, strategies, goals, business plans, and budgets to ensure maximum profitability to the business, taking corporate sustainability into account on behalf of shareholders. In addition, the Board of Directors is tasked with approving major strategies and issuing core policies, such as the Corporate Governance Policy; the Code of Conduct; Ethics for Directors, Executive Officers, and Employees; financial key performance indicators (KPIs); and investment plans. The chairman of the Board plays a major role in advancing the Board’s agenda. Other responsibilities of the Board and its committees are as follows:

- To operate the business in compliance with the laws, objectives, Articles of Association, and the shareholders’ resolution with honesty, and protect the Company’s best interest.
- To set up the policy and direction of the company, monitoring and supervising the management to effectively carry out the mission in line with the policy and direction.
- The Board of Directors may appoint the Managing Director or any person to conduct the Company’s business under supervision of the Board, or may delegate authority to that
person as it deems appropriate and within an appropriate timeframe. The Board may revoke or alter that authority. However, the delegation of authority from the Board to the appointed person(s) will exclude the power to approve any related transactions or any transactions that may have conflicts of interest.
- To consider the allocation and approve the Company’s annual budget presented by the Managing Director.

2.2 Definition and Qualification of Director and Independent Director
The Qualification of Independent Director prescribed below is higher than the standard qualification stipulated by the Securities and Exchange Commission of Thailand (“SEC”) and the Stock Exchange of Thailand (“SET”).
- The Director/Independent Director and his/her spouse, minor child or nominee may hold not more than 0.5% of all shares with voting rights of the Company, a Subsidiary, or a Joint/Associated Company.
- The Director/Independent Director shall not be involved with the management, employees, staff, consultant with monthly salary or Entities with Controlling Authority over the Company, the Parent Company, a Subsidiary, a Joint/Associated Company, an affiliate or a juristic person who may have conflict of interest, either at the present time or within two years prior to his/her appointment as Director/Independent Director.
- The Director/Independent Director shall have no connection by blood or legal registration as father, mother, spouse, sibling, son/daughter or spouse of son/daughter of an Executive, a Major Shareholder, an Entity with Controlling Authority or an Individual who will be nominated as Director, Executive or Entity with Controlling Authority over the Company or the Subsidiary.
- The Director/Independent Director shall have no business relationship with the Company, the Parent Company, a Subsidiary, a Joint/Associated Company, a Major Shareholder or an Entity with Controlling Authority in such a manner that may obstruct their exercise of independent discretion. Further, an Independent Director shall not be a Significant Shareholder or an Entity with Controlling Authority over a party with a business relationship with the Company, the Parent Company, a Subsidiary, a Joint/Associated Company, a Major Shareholder or an Entity with Controlling Authority, either at the present time or within two years prior to his/her appointment as Independent Director.
- The Director/Independent Director shall not be an auditor of the Company, a Subsidiary, a Joint/Associated Company, a Major Shareholder or an Entity with Controlling Authority, and, not a Significant Shareholder, an Entity with Controlling Authority or a partner to the audit office with which the auditors of the Parent Company, a Subsidiary, a Joint/Associated Company, a Major Shareholder or an Entity with Controlling Authority are associated at the present time or have been within two years prior to his/her appointment as Director/Independent Director.
- The Director/Independent Director shall not be a person rendering any professional service or a legal or financial consultant who is paid more than Two Million Baht in service fees per year by the Company, the Parent Company, a Subsidiary, a Joint Company, a Major Shareholder or an Entity with Controlling Authority, and, not a Significant Shareholder or an Entity with Controlling Authority over the Company or a partner to such a professional service provider at the present time or within two years prior to his/her appointment as Director/Independent Director.
- The Director/Independent Director shall not be appointed to be a nominee of a Director of the Company, a Major Shareholder or a Shareholder who is connected to a Major Shareholder.
- The Director/Independent Director shall not engage in business of the same nature as and which is significantly competitive with that of the Company, the Parent Company or a Subsidiary. An Independent Director is not a significant partner in a partnership or a Director with involvement in the management, employees, staff, consultant with monthly salary, or, a person who holds more than 1% of all shares with voting rights of another company which is engaged in a business of the same nature as and which is significantly competitive with that of the Company or a Subsidiary.
- The Director/Independent Director does not have any other characteristic which prevents him or her from opining freely on the operation of the Company.

2.3 The Selection of Director
The Nomination and Remuneration Committee is in charge of recommending directors to replace existing directors whose term is ending or whose position is becoming vacant for any other reason. With the Board’s approval, nominations are presented at a shareholder meeting, where shareholder votes decide whether the nominees will be appointed. The Nomination and Remuneration Committee also reviews the structure and composition of the Board, and devises nomination criteria which relate to candidates’ qualifications and skills that suit the needs of the Company.

The appointment of the Board of Directors
A director is selected after nominated by the Nomination and Remuneration Committee and appointed by shareholders at a shareholder meeting in conformity with the following provisions:

1. Each shareholder shall have a number of votes equaling the number of shares he holds. One share equals one vote.
2. Each shareholder shall vote for one candidate at a time.
3. After the vote, the candidates shall be ranked in descending order from the highest number of votes received to the lowest, and shall be appointed as directors in that order until all of the director positions are filled. Where the votes cast for candidates in descending order are tied, which would otherwise cause the number of directors to exceed the required amount, the chairman or the meeting shall make the final decision.

The dismissal of directors
1. At every annual ordinary meeting, one third of the directors shall retire from office. If the number of directors cannot be divided into exactly three parts, they shall retire by the number nearest to one third. Directors who retire from the position may choose to take the position again.
2. Aside from retirement in due time, directors may retire from office upon (1) death (2) resignation (3) lack of qualification, or possession of any characteristic prohibited by the law governing public companies (4) the resolution of the shareholders’ meeting to resign (5) court order to resign.
3. Any director with an intention to resign should file a resignation letter to the Company. The resignation is effective from the date of filing the resignation letter. The resigned director should inform the Registrar for acknowledgement.
4. In case of vacancy in the Board of Directors for reason other than retirement by rotation, the Board of Directors may elect a person who has the necessary qualifications and possesses no prohibited characteristics prescribed by the law governing public companies as the substitute director at the next board meeting, by a vote of not less than three quarters of the number of directors remaining, unless the remaining term of office of the said director is less than two months. The substitute director shall hold office only for the remaining term of office of the director he replaces.
5. The shareholders’ meeting may pass a resolution removing any director from office prior to retirement by rotation, by a vote of not less than three quarters of the number of shareholders
attending the meeting who have the right to vote and have shares totaling not less than half of the number of shares held by the shareholders attending the meeting and having the right to vote.

2.4 Responsibilities of the Board
Each director is required to serve a term of three (3) years. Directors may be nominated to the shareholders' meeting for re-election.

2.5 The Board of Directors Meeting
The Board of Directors holds at least four meetings a year, all of which are scheduled in advance. Each meeting must be attended by at least three-fourths of its members. The Company Secretary shall send a meeting invitation, accompanied by the meeting agenda and relevant documents, to the directors at least seven (7) days prior to the scheduled date to afford them sufficient time to study the material and make the right decision on each agenda item. For the Board to pass a resolution, at least two-thirds of its members must be present to cast their votes. In addition, directors are entitled to raise additional issues at the end of every meeting. The Company Secretary is responsible for taking minutes of the meeting and for completing a meeting report in a timely manner. Every meeting report must be approved by the Board and maintained for further examination (if needed) by the board members and relevant parties.

2.6 Company Secretary
The Board of Directors appoints the Company Secretary based on the suitability of his or her qualifications and experience. The position’s responsibilities include preparing and maintaining the roster of directors, reports of conflicts of interest, and other relevant documents; facilitating directorial and corporate activities; providing the directors and the Company with advice on conduct and compliance with relevant legal and regulatory requirements; disclosing information thoroughly and properly; and communicating with shareholders about their rights, and sharing corporate news with them.

2.7 Subcommittee
Having reviewed the qualifications, knowledge, and skills of existing directors who may be able to further contribute to the Company by serving on committees overseeing major subject matter in a closer and more efficient manner, the Board has established the following two committees:

The Audit Committee
The Board has appointed three independent directors who possess all of the desired qualifications, in conformity with the announcement of the Stock Exchange of Thailand, to serve on the Audit Committee. These directors possess the requisite knowledge, expertise, and numerous years of experience in auditing. They shall meet at least four times a year and supply a report of each meeting to the Board. Furthermore, an outside organization has been hired to serve as the Company’s Internal Control branch to more closely yet independently monitor the Company’s operations.

Roles, duties and responsibilities of the Audit Committee
- To ensure that the Company correctly and completely reports its financial status by coordinating with the auditor and the management responsible for preparing financial reports
both quarterly and annually. The Audit Committee may request the auditor to review or audit any transactions which are materially significant.
- To ensure that the Company has an effective and efficient internal control and internal audit system.
- To ensure that the Company abides by the Securities Exchange Act and rules and regulations of the Stock Exchange of Thailand or other laws governing its operation.
- To consider, select, and propose the appointment of the auditor of the Company and to consider the auditor’s compensation by taking into account the credentials, supporting staff, capacity and experience of the auditing office.
- To review the independence of Internal Control, as well as approve the hiring, change, and termination of the organization serving as Internal Control.
- To fully disclose information on related transactions and those with potential conflicts of interest.
- To prepare Audit Committee reports which disclosed in annual report and certified by the Chairman of Audit Committee.
- To perform any duty assigned by the Board of Directors with the consent of the Audit Committee.

Nomination and Remuneration Committee
The Board has established the Nomination and Remuneration Committee, which comprises three non-executive directors, requiring that at least one of these directors must be an independent director and a chairman of the committee. The Nomination and Remuneration Committee shall meet at least twice a year and provide the report of each meeting to the Board.

Roles, duties and responsibilities of the Nomination and Remuneration Committee
- To formulate policy, criteria and methods for proposing candidates to the Board for consideration and appointment as directors, advisors, members of Board Committees, and Managing Director before making recommendations to the Board of Directors and shareholders.
- To recommend overall remuneration plans, policies, and practices for the Board, Managing Director, advisors, and other committees appointed by the Board of Directors; to enable remuneration and benefits to be set commensurate with their duties and responsibilities; and to advise clear annual performance assessment criteria.
- To review and propose the remuneration plans that must conform to the business strategies of the Company, for consideration and approval by the Board.
- To review, on a regular and continuing basis, the succession plan for the particular position of executives.
- To recommend the remuneration of the Company’s executives.

2.8 Evaluation of the Board of Directors
It is the Board’s policy to assess its performance annually. The assessment shall take the Company’s operating results, budget, and annual plan into account as part of its criteria. Additionally, the Board has assigned the Nomination and Remuneration Committee with assessing the Managing Director’s performance and determining the appropriate compensation and short- and long-term incentives for the position.

2.9 Remuneration of the Directors
The Nomination and Remuneration Committee is tasked with formulating the criteria for determining the appropriate remuneration for the directors and Managing Director to the Board, for which the Company’s operating results, practices of listed companies of similar sizes in the same industry, and the scope of their responsibilities are taken into account. The remuneration of the directors and Managing Director must be approved by shareholders at a shareholder meeting and by the Board, respectively. The Board’s remuneration includes monthly salaries, allowances for each meeting, and bonuses. The Managing Director is entitled to short- and long-term compensation, namely a monthly salary, a bonus, other welfare privileges to which an employee is entitled, and a contribution to the provident fund.

2.10 Orientation of New Directors and Development Programs for the Directors
The Board of Directors shall appoint the Company Secretary, whose responsibilities include taking charge of providing the necessary information to all new directors, prior to assuming office, and familiarizing them with their new roles, duties, and responsibilities, as well as company policies, business information, and good corporate governance principles. The Company Secretary is also responsible for promoting an understanding of the business among all directors, enabling them to perform their role to the best of their abilities. Additionally, it is company policy to encourage the Managing Director to always widen the breadth of his or her knowledge.

2.11 Succession Plan Policy
The Board of Directors has entrusted the Nomination and Remuneration Committee with a succession plan and nomination process for the office of the Managing Director to ensure the Company’s preparedness and its business continuity. In the event that the office of the Managing Director becomes vacant or the current Managing Director cannot fulfill its obligations, the Company will assign an executive officer of a similar ranking to serve in the same capacity until the Nomination and Remuneration Committee is able to nominate a candidate, who will then be appointed by the Board.

2.12 The Directorship of Directors and the Managing Director at Other Companies
Company policy mandates that its independent directors and directors may hold a directorship at no more than five listed companies. For any position held by the Managing Director at a listed company, the Board of Directors has prescribed that the Managing Director shall report the position(s) held, company name(s), and business type(s) to the Board to obtain its approval.

2.13 The Separation of Powers between the Chairman of the Board and the Managing Director
The Chairman of the Board and the Managing Director must be two different individuals. Additionally, the Chairman of the Board must be an independent director. These requirements create a system of checks and balances, in which the transparency and accountability of the management of the Company is assured. Their roles and duties are distinct: The Chairman oversees the formulation of governance policies while the Managing Director handles the day-to-day management of the Company. The separation of powers also ensures that each is able to serve to the best of his or her abilities within his or her capacity.

Chapter 3 Management
The term “executive officer” refers to the Managing Director and the top four officers after the Managing Director, including all of the equivalents of the fourth-ranking officer. This definition conforms with the definition announced by the Stock Exchange of Thailand.
There are currently ten executive officers at the Company, all of whom possess the knowledge, skills, and expertise specific to their fields. The scope of their duties and responsibilities is summarized below:

Authority and Responsibilities of the Managing Directors/Executive Officers
- To oversee that the Company operates in accordance with the policies set forth by the Board of Directors and reports the operating results to the Board.
- To review the allocation of the annual budget prepared by management before it is presented to the Board for approval. And also to monitor the use of the annual budget by departments under their supervision.
- To review the Company’s performance regularly to minimize risks from internal and external factors.
- To have the power to issue an order, regulation, announcement, or memo to ensure that operations comply with company policies and for the benefit of the Company.
- To authorize approval of purchases and expenses incurred as a result of the Company’s regular business operations, including the procurement of raw materials and other relevant services for the benefit of the Company, operational expenses, sale expenses, managerial expenses, and investments according to the budget approved by the Board within their respective authorized limits.
- To give their consideration to land purchase proposals before they are submitted to the Board of Directors for approval.
- To review proposals for the use of company privileges and assets as collateral in an obligation with a person, company, corporation, or financial institution, which will be presented to the Board for approval.
- To review the Company’s profits and losses as part of the interim or annual dividend payment plan prior to its presentation to the Board for approval.
- To execute tasks to support the Company’s operations under the authority granted to them by the Board according to the policies issued by the Board.

Additionally, the Managing Director may temporarily authorize an employee in a managerial capacity to approve one or more financial transactions as the Managing Director deems appropriate. This authority excludes the power to approve a transaction in which the Managing Director or a connected person may have a stake or a conflict of interest (according to the Articles of Association and to the provisions of the Securities and Exchange Commission and the regulations of the Stock Exchange of Thailand), unless it is a usual business transaction, whose scope is clearly defined in the Related Transactions Policy.