Charter

1. Objectives

The Board of Directors acts as the representative of shareholders, appointed to oversee and ensure the company’s prosperity and to protect the best interests of all shareholders. The Board recognizes the importance of good corporate governance in fostering confidence among shareholders, stakeholders, and the public. Adherence to sound governance principles is believed to contribute positively to shareholder value.
To achieve the company’s vision, the Board must perform its duties with the highest ethical standards, comply with all applicable laws, and act fairly toward all stakeholders.

2. Board Structure

2.1 Composition

The Board shall consist of no fewer than five (5) directors, and at least half of the directors must reside in the Kingdom of Thailand. All directors must possess the qualifications as required by law.

2.2 Director Qualifications

In nominating directors, the Board shall consider individuals with significant experience in at least one key area relevant to the company, such as business, marketing, human resource management, finance, law, management, or management consulting.

2.3 Independent Directors

The Board shall include a number of Independent Directors no fewer than the minimum required by law. An Independent Director must be free from business or professional relationships that may compromise independent judgment.

A director shall not be considered independent if he/she:

  1. Holds more than 1% of the total voting shares of the company, its subsidiaries, joint ventures, or related companies (including shares held by related persons).

  2. Participates in the management of, or receives salaries from, the company, its subsidiaries, joint ventures, related companies, or major shareholders.

  3. Serves as a paid advisor to the company, its subsidiaries, joint ventures, related companies, or major shareholders.

  4. Has any direct or indirect financial or managerial interest in the company or related entities.

  5. Is a related person or close relative of the company’s executives or major shareholders.

2.4 Executive Directors

An Executive Director is one who takes part in the company’s day-to-day management on a full-time basis and receives monthly compensation such as salary or benefits.

2.5 Meeting Frequency

The Board shall meet at least once every three (3) months.

2.6 Quorum

A quorum requires attendance of not less than half of the total number of directors.

2.7 Voting

Board resolutions shall be passed by a majority vote. Any director with a conflict of interest in a matter shall abstain from voting on that matter.

3. Terms of Office and Meetings

3.1 Election of Directors

Directors are elected at the shareholders’ meeting by majority vote, based on the following rules:

  1. Each shareholder has one vote per share.

  2. All votes must be cast for one or more candidates without splitting votes among candidates.
    Candidates receiving the highest votes in order will be elected according to the number of available seats. In the event of a tie, the Chairman shall cast the deciding vote.

3.2 Vacation of Office

A director vacates office upon:

  1. Death

  2. Resignation

  3. Loss of qualifications or being prohibited by law or the company’s Articles

  4. Removal by shareholders’ resolution

  5. Court order

  6. Expiry of term

One-third of the directors must retire at each Annual General Meeting (AGM). If the number does not divide evenly, the closest number—at least one-third—shall retire.

3.3 Resignation

A director wishing to resign must submit a resignation letter to the Chairman. The resignation becomes effective on the date the letter is received.

3.4 Mid-Term Vacancy

If a Board seat becomes vacant for reasons other than normal retirement, the Board shall appoint a qualified individual to fill the vacancy at the next Board meeting, unless the remaining term is less than two months. The replacement director shall serve only the remaining term of the predecessor and requires approval by at least three-fourths (¾) of the remaining directors.

4. Authority

4.1 Legal Compliance

The Board shall manage the company in accordance with applicable laws, the company’s objectives, Articles of Association, and resolutions of shareholders’ meetings, acting with integrity and prudence in the best interest of the company.

4.2 Policy and Strategy

The Board shall determine corporate policies, goals, strategic direction, business plans, and budgets, and supervise management to ensure alignment—except for matters requiring shareholder approval by law, such as:

  • Capital increases or reductions

  • Issuance of debentures

  • Sale, transfer, or acquisition of significant business operations

  • Amendments to the Memorandum or Articles of Association

4.3 Board Committees

The Board may appoint committees—such as the Executive Committee, Audit Committee, or Nomination & Remuneration Committee—and assign responsibilities as appropriate. The Board shall appoint the Chair of each committee and notify shareholders accordingly.

4.4 Delegation of Authority

The Board may authorize individuals to perform duties on its behalf under defined scopes, timeframes, and conditions, and may alter or revoke such authorizations at any time.

4.5 Key Appointments

The Board shall appoint the Chairman of the Board, one or more Vice-Chairmen, and the Chief Executive Officer (CEO), and report such appointments to the shareholders’ meeting.

4.6 Authorized Signatories

The Board shall appoint directors authorized to sign on behalf of the company and may modify such authority as necessary.

4.7 CEO Appointment & Compensation

The Board shall appoint and determine the compensation and employment terms of the CEO.

4.8 Committee Member Compensation

The Board shall determine compensation for committee members and any persons assigned to perform duties on behalf of the Board, and report such decisions to the shareholders.

4.9 Company Secretary

The Board shall appoint the Company Secretary and define his/her roles and responsibilities.

4.10 Financial Statements

The Board shall review and approve quarterly and annual financial statements prior to submission to the AGM.

4.11 Non-Ordinary Transactions

The Board must approve transactions outside the ordinary course of business that exceed the authority of management.

4.12 Subsidiaries and Joint Ventures

The Board shall approve the establishment, oversight, or dissolution of subsidiaries, joint ventures, and jointly-controlled operations.

4.13 Shareholders’ Meetings

The Board shall arrange the AGM and Extraordinary General Meetings in accordance with legal and regulatory requirements.

4.14 Meeting Frequency

The Board shall hold meetings at least once every three months.

5. Duties

5.1 Establish and oversee the company’s business strategies, annual plans, and direction.
5.2 Set policies and procedures to ensure legal, regulatory, and ethical compliance.
5.3 Ensure appropriate internal controls, reliability, and integrity of operations.
5.4 Oversee management performance and evaluate corporate results.
5.5 Ensure effective risk management, governance, audit, and internal control systems.
5.6 Promote ethical conduct and good corporate governance across all employee levels.

6. Director Remuneration

Directors are entitled to remuneration, including rewards, meeting allowances, gratuities, bonuses, or other benefits, as approved by shareholders. Directors may also receive per diem and welfare benefits without affecting their employee entitlements if they are company employees.

7. Board Performance Evaluation

An annual evaluation of the Board and all Board committees shall be conducted to assess performance, identify issues and obstacles, and improve governance effectiveness.

8. Reporting of Securities Holdings

Directors and executives must report changes in shareholdings to the Securities and Exchange Commission (SEC) in compliance with Section 59 of the Securities and Exchange Act, and submit a copy to the company on the same day. Directors must also report their shareholdings to the Board.

9. Directorships in Other Companies

Directors may hold directorships in other entities, provided such roles do not hinder their duties to the company. A director may hold board positions in no more than five (5) listed companies.
The CEO may serve as a director elsewhere only if it does not interfere with company duties and the business does not compete with the company.

10. Roles and Responsibilities of the Chairman

10.1 Call Board meetings, with notices sent at least seven (7) days in advance.
10.2 Preside over Board meetings and shareholders’ meetings.
10.3 Allocate sufficient meeting time and ensure directors can express opinions freely.
10.4 Ensure directors fulfill their duties in accordance with the law and good governance principles.
10.5 Cast the deciding vote in the event of a tie during Board voting.

1. Objectives

The Audit Committee is established to assist the Board of Directors in overseeing the accuracy and integrity of the Company’s financial reporting, the effectiveness of internal control systems, and compliance with applicable laws, Stock Exchange of Thailand (SET) regulations, and ethical standards.
The Audit Committee also supports good corporate governance practices and is responsible for preparing the Audit Committee Report to be disclosed annually in the Company’s Annual Report.

2. Structure of the Audit Committee

2.1 Appointment

The Board of Directors shall appoint at least three (3) Audit Committee members and appoint one member as the Chairman of the Audit Committee.

2.2 Qualifications

Audit Committee members must be directors of the Company and must qualify as Independent Directors according to SET requirements.
At least one member must possess knowledge and experience in accounting or finance.

3. Term and Meetings

The Audit Committee shall meet at least four (4) times per year, with the authority to convene additional meetings as necessary.
Management, internal auditors, external auditors, or relevant persons may be invited to attend meetings to provide information or clarification.
Meeting agendas and supporting documents shall be prepared in advance, and the Audit Committee Secretary shall record the minutes of each meeting.

4. Authority

The Audit Committee has authority to act within the scope of responsibilities defined in this Charter and is empowered to:

4.1

Summon management or company personnel to provide information, clarification, or documents as necessary.

4.2

Recommend the appointment of external auditors, including remuneration, to the Board of Directors for approval by the shareholders’ meeting, and evaluate the performance of the external auditors.

4.3

Resolve differences of opinion between management and external auditors regarding financial reporting.

4.4

Review related-party transactions and transactions with potential conflicts of interest to ensure compliance with applicable laws and regulations.

4.5

Review internal audit reports and discuss risk assessment and risk management policies with management.

4.6

Engage external advisors or professional experts to provide independent opinions as deemed appropriate.

4.7

Hold meetings with external auditors without management at least once a year.

5. Duties and Responsibilities

The Audit Committee shall perform the following duties assigned by the Board of Directors:

5.1 Financial Reporting

Review quarterly and annual financial statements to ensure accuracy, completeness, and reliability.

5.2 Internal Control & Internal Audit

Ensure the Company has appropriate and effective internal control and internal audit systems, assess the independence of the internal audit function, and approve the appointment, transfer, or dismissal of the Head of Internal Audit or those responsible for internal audit functions.

5.3 Legal Compliance

Ensure the Company complies with the Securities and Exchange Act, SET rules, and other relevant laws.

5.4 External Auditor Oversight

Select, appoint, or dismiss the external auditor and determine remuneration, and meet with the external auditor without management at least once a year.

5.5 Related-Party Transactions

Review related-party transactions or transactions that may involve conflicts of interest to ensure compliance with applicable laws and that such transactions are reasonable and in the best interest of the Company.

5.6 Audit Committee Report

Prepare the Audit Committee Report for disclosure in the Company’s Annual Report, signed by the Chairman of the Audit Committee. The report shall include at least the following:

  1. Opinion on the accuracy, completeness, and reliability of the financial statements

  2. Opinion on the adequacy of the internal control system

  3. Opinion on legal and regulatory compliance

  4. Opinion on the suitability of the external auditor

  5. Opinion on related-party transactions or conflict-of-interest matters

  6. Number of Audit Committee meetings and attendance records

  7. Overall observations arising from the Audit Committee’s duties under this Charter

  8. Any additional matters that shareholders or investors should be aware of under the assigned responsibilities

5.7

Perform any other tasks assigned by the Board of Directors with the Audit Committee’s consent.

6. Remuneration

Audit Committee members are entitled to receive remuneration and benefits as approved by the shareholders’ meeting, without affecting their rights to receive compensation or other benefits in their capacity as directors of the Company.

1. Objectives

The Nomination and Remuneration Committee is established by the Board of Directors with the objective of assisting the Board in the nomination process and in determining the remuneration of the Company’s directors, members of sub-committees, the Chief Executive Officer, and any other persons appointed by the Board of Directors.
This includes reviewing remuneration for executives and employees, such as bonuses and annual salary adjustments, and presenting recommendations to the Board for approval.

2. Composition of the Nomination and Remuneration Committee

2.1 The Nomination and Remuneration Committee shall be appointed by the Board of Directors and shall consist of not less than three members, including Independent Directors, Executive Directors, and Directors representing shareholders. An Independent Director should serve as Chairman of the Committee.

2.2 Members of the Committee must possess appropriate knowledge, competence, and experience, as well as a clear understanding of their roles and responsibilities.

3. Term of Office and Meetings

3.1 Members of the Committee shall serve for a term determined by the Board of Directors, not exceeding three years. The Board may make changes as it deems appropriate.

3.2 The Committee shall meet at least once a year, or as deemed necessary.

3.3 Minutes of each meeting must be reported to the Board of Directors for acknowledgment.

4. Authority

The Committee has the authority to perform tasks within the scope of responsibilities assigned by the Board, including:

4.1 Reviewing and approving recommendations on the selection, performance evaluation, and remuneration of the Chief Executive Officer.

4.2 Reviewing and approving nominations for individuals deemed suitable for appointment as directors in the event of a board vacancy.

4.3 Reviewing and approving nominations for candidates suitable for appointment as the Chief Executive Officer.

4.4 Reviewing and approving nominations for any individuals assigned by the Board to perform duties for the Company.

5. Duties and Responsibilities

5.1 Establish criteria, procedures, and evaluations relating to the selection and remuneration of the Chief Executive Officer.

5.2 Nominate suitable candidates for appointment by the Board when a directorship becomes vacant due to reasons other than rotation or when the number of directors is increased.
The nomination shall be proposed to the shareholders for approval.

5.3 Nominate suitable candidates for appointment in the annual general meeting when a directorship becomes vacant due to rotation.

5.4 Nominate suitable candidates for appointment as Chief Executive Officer when the position becomes vacant, in accordance with the Company’s regulations governing employment.

5.5 Nominate other individuals as assigned by the Board to perform duties on behalf of the Company.

5.6 Recommend appropriate remuneration for the Board of Directors and sub-committees and propose such recommendations to the Board for further submission to the shareholders for approval.

5.7 Recommend guidelines for bonus payments and annual salary adjustments for executives and employees for the Board’s approval.

5.8 Prepare an annual report of the Nomination and Remuneration Committee for disclosure in the Company’s annual report. The report must be signed by the Committee Chairman and include all matters required by the Stock Exchange of Thailand.

6. Remuneration of the Committee

Members of the Nomination and Remuneration Committee are entitled to receive remuneration and gratuities as approved by the shareholders’ meeting. This shall not affect their rights to receive any other remuneration or benefits arising from their roles as Directors, Executives, or employees of the Company.

7. Advisors

The Committee may seek professional opinions from external advisors at the Company’s expense as deemed necessary.

1. Objectives

The Executive Committee (“the Committee”) is established by the Board of Directors to oversee and support the management in executing the Company’s operations in accordance with the policies, business plans, and objectives prescribed by the Board. The Committee ensures that operations comply with applicable laws, Stock Exchange regulations, and ethical standards, thereby promoting good corporate governance.

2. Composition of the Executive Committee

2.1 The Board of Directors shall appoint an appropriate number of directors or executives to serve as members of the Executive Committee and shall appoint one member to serve as Chairman of the Executive Committee.

2.2 Members of the Committee must possess the necessary knowledge, competence, integrity, business ethics, and sufficient time to dedicate to their duties for the Company.

2.3 Members must possess all required qualifications and must not possess any prohibited characteristics as specified by applicable laws and the Company’s Articles of Association.

2.4 A member of the Executive Committee shall not engage in any business, partnership, or serve as a director in any entity that is in the same business and competes with the Company, whether for personal gain or for others, unless such information has been disclosed to the shareholders prior to appointment.

3. Terms of Office and Meetings

3.1 Members shall hold office as determined and approved by the Board of Directors. The Board may adjust the term of office as deemed appropriate.

3.2 The Committee shall hold meetings as necessary, but not less than once every two months, and members are required to attend meetings on a regular basis.

4. Authority

4.1 To consider and approve the appointment, transfer, or removal of Company executives in all positions, except the Chief Executive Officer (CEO).

4.2 To approve salary structures and other remuneration packages for executives and employees, and submit such proposals to the Nomination and Remuneration Committee for further consideration by the Board.

4.3 To approve revisions to management structures, operational procedures, and workflows of each department.

4.4 To approve borrowing, lending, credit facilities, guarantees, and payments related to ordinary business transactions within financial limits approved by the Board of Directors. These limits may be revised as the Board deems appropriate.

4.5 To approve commercial contracts within limits delegated by the Board.

4.6 To evaluate, consider, and approve investments in new projects, including joint ventures or equity participation, provided that:

  • The investment value does not exceed THB 20 million per project and not more than THB 100 million per year.

  • The investment aligns with the Company’s core business or ICT-related operations.

  • A feasibility study is prepared and submitted.

  • Investments are made in the form of joint ventures—not loans or financial assistance.

  • All investments shall be reported to the Board.

  • Projects must not be related-party transactions under SEC or SET regulations.

If any conditions above are not met, Board approval must be obtained prior to execution.

5. Duties

5.1 To screen and review business plans, annual budgets, and investment plans before submitting them for Board approval.

5.2 To oversee business operations to ensure compliance with business plans, laws, regulations, Company policies, and Stock Exchange requirements.

5.3 To ensure the Company maintains an adequate and effective internal control system and that recommendations from the Audit Committee are duly implemented.

5.4 To perform any additional duties assigned by the Board of Directors.

5.5 To prepare quarterly performance reports and submit them to the Board of Directors.

Note:
The Committee’s authority does not extend to matters involving related-party transactions, acquisition or disposal of significant assets as defined by the Stock Exchange, or any matters requiring approval from the shareholders’ meeting.

6. Remuneration

Members of the Executive Committee are entitled to remuneration and benefits as approved by the Board of Directors, without prejudice to their rights to receive additional compensation in their capacity as directors, executives, or employees of the Company.

1. Objectives

This Charter is established as a framework and guideline for the operations of the Corporate Governance and Sustainability Committee (“the Committee”). Its purposes are to enhance the Company’s governance practices, strengthen its sustainable development standards, and ensure alignment with principles of good corporate governance.
The Committee is responsible for overseeing, advising, and setting directions for the Company’s governance and sustainability practices in an appropriate, transparent, and balanced manner across the environmental, social, and governance (ESG) dimensions.
This is to build confidence and credibility among stakeholders, and to ensure that the Company is managed to grow and create long-term value for all stakeholders.

2. Committee Structure

2.1
The Committee shall consist of no fewer than three (3) members, comprising Independent Directors, Non-Executive Directors appointed by the Board, or qualified experts appointed by the Board.
The Board shall appoint one member as Chairperson of the Committee, and such Chairperson must be an Independent Director.

2.2
More than half of the Committee members must be Independent Directors.

3. Terms of Office

3.1 The Committee members shall serve as follows:
3.1.1 Members who are Directors appointed under Clause 2.1 shall serve a term not exceeding three (3) years, aligned with their term as Directors of the Company.
3.1.2 Members who are external qualified experts appointed under Clause 2.1 shall serve a term not exceeding three (3) years. Retiring members may be reappointed.

3.2
If a vacancy occurs for reasons other than the expiry of term, the Board shall appoint a qualified person to fill the vacancy within three (3) months so that the Committee maintains the required number of members. The new member shall serve only for the remainder of the replaced member’s term.

3.3
A Committee member shall vacate office upon:

  • 3.3.1 Expiry of term

  • 3.3.2 Ceasing to be a Director

  • 3.3.3 Resignation

  • 3.3.4 Death

  • 3.3.5 Removal by resolution of the Board

3.4
A member wishing to resign must submit a written resignation letter to the Company, with reasons stated. The resignation becomes effective upon the Company’s receipt of the letter.

4. Authority

4.1
To request from Management any information necessary for the Committee to perform its duties under this Charter.

4.2
To consult internal experts or advisors of the Company (if any), or to engage external advisors or experts at the Company’s expense when deemed necessary.

5. Duties and Responsibilities

5.1 Good Corporate Governance

5.1.1
Propose policies, guidelines, and practices related to business ethics, code of conduct, and anti-corruption measures to ensure alignment with good corporate governance principles, and recommend such policies to the Board and Management for adoption.

5.1.2
Review and recommend policies and practices relating to the Company’s responsibilities to various stakeholder groups.

5.1.3
Oversee, advise, monitor, and evaluate the effectiveness of the Company’s corporate governance performance.

5.2 Sustainability Development

5.2.1
Establish and review the Company’s sustainability policies, strategies, work plans, and targets covering ESG dimensions, ensuring balance, effectiveness, and alignment with the Company’s business strategies.

5.2.2
Support, advise, and promote the Company’s sustainability initiatives, as well as encourage Directors, Executives, and employees to comply with the Company’s sustainability framework.

5.2.3
Oversee, monitor, and evaluate sustainability performance to ensure alignment with relevant laws, best-practice standards, and recommendations from recognized institutions.

5.3 Other Responsibilities

5.3.1
Perform any tasks assigned by the Board.

5.3.2
Regularly review the adequacy and appropriateness of this Charter. Any revisions shall be submitted to the Board for approval.

6. Accountability

The Committee is accountable directly to the Board of Directors in accordance with the duties and responsibilities assigned. The Board of Directors retains ultimate accountability for the Company’s operations to external stakeholders.

7. Meetings

7.1
The Committee shall meet at least once a year. Management, executives, employees, or relevant persons may be invited to attend meetings or provide necessary information.

7.2
Members are expected to attend all meetings. A quorum requires at least half of the Committee members to be present, whether attending in person or via electronic means. Electronic meetings shall be deemed equivalent to physical meetings.

7.3
Resolutions shall be passed by majority vote. Each member has one vote, except members with conflicts of interest shall not vote on the relevant matter. In case of a tie, the Chairperson shall have a casting vote.

8. Reporting

The Committee shall report its performance to the Board and prepare a Corporate Governance and Sustainability Committee Report for disclosure in the Company’s Form 56-1 One Report.

9. Performance Evaluation

The Committee may conduct self-assessments (Self-Assessment), both collectively and individually, and report the results to the Board annually.

10. Remuneration

The Nomination and Remuneration Committee shall consider and recommend appropriate remuneration for the Chairperson and members of the Corporate Governance and Sustainability Committee, and submit to the Board for endorsement and subsequent approval by the Annual General Meeting of Shareholders.

An Independent Director refers to a director who does not participate in the management of the Company or its subsidiaries, is free from influence by the management and major shareholders, and has no business relationship with the Company that may negatively affect the interests of the Company and/or its shareholders.
Each Independent Director must meet all of the following qualifications:

  1. Shareholding
    Holds no more than one percent (1%) of the total voting shares of the Company, its parent company, subsidiary, affiliate, major shareholder, or controlling person, including the shareholding of the Independent Director’s related persons.

  2. Non-involvement in Management
    Is not, and has not been, a director participating in management, an employee, staff member, advisor receiving a regular salary, or a controlling person of the Company, its parent company, subsidiary, affiliate, sister company, major shareholder, or controlling person, unless such relationship has ended for at least two (2) years.
    This prohibition does not include cases where the Independent Director previously served as a government officer or an advisor to a government agency that is a major shareholder or controlling person of the Company.

  3. No Close Family Relationship
    Has no relationship by blood or legal registration in the nature of father, mother, spouse, sibling, child, or spouse of a child of an executive, major shareholder, controlling person, or any person nominated to be an executive or controlling person of the Company or its subsidiaries.

  4. No Conflicting Business Relationship
    Has no, and has never had, any business relationship with the Company or its controlling person that may interfere with independent judgment, including not being a significant shareholder or controlling person of an entity having a business relationship with the Company, unless such relationship has ended for at least two (2) years.

  5. Not an Auditor
    Is not, and has not been, an auditor of the Company or its controlling person, and is not a significant shareholder, controlling person, or partner of an audit firm that employs the Company’s auditor, unless such relationship has ended for at least two (2) years.

  6. No Professional Service Relationship Exceeding Threshold
    Is not, and has not been, a provider of professional services to the Company, including legal advisory or financial advisory services with service fees exceeding THB 2 million per year, and is not a significant shareholder, controlling person, or partner of such service provider, unless such relationship has ended for at least two (2) years.

  7. Not a Nominee Director
    Is not a director appointed as a representative of the Company’s directors, major shareholders, or shareholders who are related persons of major shareholders.

  8. No Competition with the Company
    Does not operate, or have any interest in, a business of the same nature and in competition with the Company’s business, and is not a partner, shareholder, director, executive, employee, or advisor of any entity operating a similar and competing business, unless approved by the Board of Directors.

  9. No Other Conditions Affecting Independence
    Has no other characteristics that may prevent the person from providing independent opinions regarding the Company’s operations.

Company Policy on Independent Directors

The Company applies the same minimum requirements as specified by the SEC and the Stock Exchange of Thailand regarding shareholding limits.
Accordingly, an Independent Director of the Company must hold no more than one percent (1%) of the Company’s total voting shares.