Corporate Governance

The Company has realized the importance of good corporate governance and its contribution to achieving excellent performance, sustainable growth, and gaining confidence amongst the shareholders, investors and all concerned parties. As such, the Company is determined to strictly conduct business in accordance with the principles of good corporate governance, laws and regulations of Securities and Exchange Commission and The Stock Exchange of Thailand. Therefore, the Company has continuously encouraged its management and employees to acknowledge the Company’s Code of Conduct and strictly put into practice.

The Company has revised Corporate Governance Policy and announced to all directors, managements and employees to put into practice in order to foster strong corporate governance culture among managements and employees. The Company also educate good governance practices as well as code of conducts to employees and include corporate governance development in annual action plan so its business practice should be in line with the good corporate governance set by The Stock Exchange of Thailand. Its main content can be divided into 5 sections as follows:

Section 1 Shareholders’ Rights

The Company realizes and gives importance on the rights of shareholders by giving equitable treatment to the shareholders and encourages the shareholders to fully exercise their rights such as rights to buy, sell and transfer shares that the person is holding, rights to receive the information of the Company or operating performance, right to receive dividend from the Company, rights to attend the shareholders’ meeting, rights to express opinion, rights to make decision on the Company’s important matters or assign the proxy in case that they cannot attend the meeting by themselves.

Shareholder Meeting

• Delivering meeting notices prior to the meeting in compliance with the related laws or regulations of Securities and Exchange Commission (SEC) and Security Exchange of Thailand (SET). The notices are available in Thai and English, together with details of agenda, objective of each agenda, Board of Directors’ opinion and accompanying documents supplementary detailing rights of the shareholders to attend the meeting, and rights to vote for resolution of the shareholders’ meeting, the documents required to present for meeting registration that use bar-code scanning. Posting such information on company’s website at least 30 days prior to the mailing and advertising the notice in daily newspaper for 3 consecutive days prior to the meeting at least 14 days.
• For those shareholders who can not attend the meeting in person, they can appoint proxies or delegate their votes to any company’s independent director in attendance by filling in the proxy form which is attached along with the meeting notices.
• Prior to the meeting, the shareholders can send their views, opinions, recommendations or questions to the Company. Moreover, the Company gives opportunity to shareholders to propose the additional agenda and nominate candidates for the election of directors prior to the meeting. The Company also set the communication channels for investor contact via the Stock Exchange of Thailand and the Company’s Investor Relations Websites.
• During the meeting, the Company will provide adequate time for all attendants to express opinions or recommendations and ask questions freely before voting. The Chairman and the management are to address and answer all questions clearly and precisely. All these will be recorded with written summary in the minutes of the meeting.
• After the meeting the Company will provide the complete and accurate minutes of the meeting in both Thai and English, include full information of directors attending the meeting, details of question-and-answer session, voting method, detailed results of the votes in each agenda. The Company will disclose such minutes of the meetings via the Stock Exchange of Thailand and the Company’s Investor Relations Websites within 14 days after the meeting.

Section 2 Equitable treatment of Shareholders

The Company has a policy to treat every shareholder equally and fairly especially minority shareholders, for example, they are entitled to propose or add meeting agenda items prior to the meetings and nominate directors. The Company delegates independent directors to take responsibility for them; therefore they can express opinion or recommendations through those directors to deliberate agenda items that could be useful to the Company. As for the agenda, the Company should not add an agenda item without notifying the shareholders in advance, especially the one that the shareholders need special time to deliberate.

The Company has policy for the equal access to the information and set the policy regards the Use of Internal Information which describes in this annual report, section “Supervision on the Use of Internal Information”.

Section 3 Roles of the Stakeholders

The Company has placed importance on the stakeholders’ rights and interests, both inside and outside the Company that are customers, business partners, competitors, creditors, government, community and other concerned agencies. We also realized that the support we’ve received from our stakeholders will help boost our competitive potential and bolster our profits, thus fostering long term success to the Company. The Company has set Corporate Governance Policy and Code of Conducts for managements and employees to strictly put into practice.

In case the stakeholders would like to report misconduct or complaint over illegal acts, fraud, negligence of directors, managements, staff, incorrect financial disclosure, or deficiency of internal control, they can directly submit their concerns to Board of Directors or Audit Committee by above mailing address. The Board of Directors will treat such information seriously and will maintain utmost confidentiality. If the misconduct is founded, the Board will prudently resolve in due time.

Section 4 Disclosure of Information and Transparency

The Company’s Board of Directors has placed importance on correct, accurate, transparent and timely disclosure of information, both in terms of financial report and general information, in compliance with the regulations set by Securities and Exchange Commission and Securities Exchange of Thailand. This includes other crucial information that might affect the Company’s share price and the decision of investors and stakeholders. Therefore, the Company’s Board of Director has assigned the Audit Committee to audit the quality of our financial report and internal control system and disclose adequate information in the notice attached with the Company’s financial statement and report it to the Board of Directors. The Company disseminates information to shareholders, investors and public through numerous channels such as SET and the Company’s website, in order that all shareholders can get equal access to such information

Investor Relations

The Company realizes the importance of communication with investors, analysts and other concerned parties. Therefore, the Company has assigned the financial management department to be responsible for investor relations activities. Such responsibilities concern the disclosure of information in accordance with the regulations set by Securities and Exchange Commission and the Security Exchange of Thailand. The department will act as company’s representative to communicate and publicize other information that useful for investors, analysts and other concerned people. The Company will provide opportunities for investors to ask questions and receive information through various channels such as the Company’s website, investor and analyst meetings which attended by senior executives.The interested persons may contact the Company directly at 02-101-1111 ext. 36312 or at email : ir@symphony.net.th

Section 5 Responsibilities of the Board of Directors

Board of Directors has complete authority to set corporate vision, direction, policy, importance action plan and monitor the business management to achieve target as well as align with long-term benefits to shareholders under framework of regulations and code of conducts. The Company also consider benefits of all stakeholders. Therefore, the Company has practices to achieve sustainable growth as follows:

1. The Structure of the Board of Directors

The Company’s Board of Directors consists of qualified and capable personnel possessing wealth of experience useful for the Company’s business operation. The Board of Directors plays an important role in defining policies, targets, business plan and financial budget of the Company, including governing the management team to observe such policies efficiently and effectively.

At present, the Board of Directors consists of 9 directors, of which 3 of them are independent directors, which is amounted to one-third (1/3) of the total directors, thus, can adequately exercise check-and-balance power in the deliberation and voting of agenda. Aside from that, the Company appointed 5 subcommittees, namely Audit Committee, Compensation Committee, Nomination and Corporate Governance Committee, Risk Management Committee and Executive Committee. The Company also clearly defined the scope of power and responsibility of these sub-committees in the Board of Directors’ Charter.

The Company has required that the Chairman of the Board of Directors and the Chairman of the Executive Committee are two distinct persons, in order to segregate policy-making and governing duties from those of day-to-day management.

Moreover, the Company appointed the secretary of the Board of Directors to be responsible for the Company’s Board of Directors meeting and shareholders’ meeting. The Company also appointed corporate secretary whose main duty is to provide information on the Company’s laws and regulations that the Board of Directors is supposed to know and oversee the Board of Directors’ activities, to ensure that all resolutions of the Board of Directors will be strictly observed.

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

Major roles and duties of Board of Director have been mentioned in management structure section. Moreover, Board of Directors take key roles to review important policies and guidance as follows:

Corporate Governance Policy

The Company has defined Corporate Governance Policy in written form and submitted it before the Board of Directors’ meeting for approval. Moreover, the Corporate Governance handbook has been published to be the guideline for the directors, management and employees to observe. The Board of Directors will review it on annual basic.

Business Code of Conduct

Board of Directors must promote and develop corporate governance and set code of conduct in written form for the Board of Directors, management and all employees to strictly observe, compile and set standard as a guidance to control and monitor actions of directors, managements and employees as well as define to punishment for those who misconduct.

Respect to laws, human rights and intellectual properties

Business of the Company is to providing service to public, therefore, the Company shall conduct the business in compliance with laws, regulations, order and resolution of Board of Directors as well as respect to principle of human rights by avoiding any violation to human rights. The Company also set policy for employees at all level to hold on to code of conduct relating to human rights and respect to intellectual properties and use only legalized standard softwares..

Anti – corruption Policy

The Company has “Anti-Corruption Policy” in written form in order to prudently make a decision on any course of action that could possibly lead to corruption and to serve as an apparent guideline in performing business and effectively developing to sustainable organization. Director, managements, and staff are disallowed to involve or accept every type of corruption both in direct or indirect manners covering every business activities. The Anti-Corruption Policy must be reviewed regularly, including with a possible revision of such policy and implementation provision in order to accord with business changes, regulation, standard, and laws. The Company provide fairness and safeguard to staff who denies or informs corruption cases relating to the Company by applying Protection Policy for appellant or persons who incorporate with Anti-Corruption information as stated in the Whistleblower Policy.

Conflict of Interests

The Company is determined to restrict the conflict of interests within an organization at high level of integrity and independency, considering the framework of business ethics and for the Company’s best interests. Any party having conflict of interests to the Company’s concerning matter must disclose their relationship and define possible conflict of interest to the Company. Such person, will be refrained from the concerned decision making and not authorized for the approval of such transactions. Such policy for the related transaction or the transactions having conflict of interests has been issued in compliance with the laws and regulations of SEC and SET. The Company has disclosed such information in the Company’s annual report and annual disclosure (form 56-1).

Internal Control

The Company places importance on setting up an effective internal control system. The internal control regulations handbook has been published as a guideline for this matter, the contents of which clearly segregate the responsibilities and operating power of operating team from those of management in the matters concerning the Company’s assets, the approval of transactions, the documentation of accounting and financial information. Moreover, they clearly segregate the duties of operating team, monitoring team and evaluation team to enhance an adequate check-and-balance system.

Risk Management

The Company places supreme importance on the risk management of the entire organization. Therefore, the Company appointed the risk management team to directly oversee and manage such risks that are financial risk, operating risk and business risk. The risk management team will report to the Audit Committee on quarterly basis or whenever necessary for deliberation before submission to the Board of Directors.

3. Board of Directors meetings

Board of Directors meetings are planned for the entire year on quarterly basis, with additional meetings called to discuss special agenda items if necessary. Prior to the meeting, the meeting notice along with the meeting agenda must be issued to each director to deliberate it in advance, except only in the case of emergency. The Company stipulates that the directors have duty to attend every Board of Directors meetings, except for necessity absence The minutes of each meeting are properly documented and are filed for auditing purposes and for reference by directors and related persons.

In deliberation of each agenda item, the Chairman of the board, in which case the Chairman of the Meeting shall allow all directors to express their views freely and openly. In some cases, the concerned high-level executives might attend the meeting to provide more necessary information and acknowledge the policy themselves in order for effective execusion.

Furthermore, the non-executive directors will convene the meeting without the attendance of management at least once a year to consider the business operation and performance of executive directors.

4. Director positions in other listed companies

Policy for directors to hold director positions in other listed companies

The Board of directors set a policy that directors shall not hold director positions in other listed companies more than 5 companies, in order that the director can dedicate and provide efficiency to their duties. At present, none of 9 directors holds director positions in other listed companies more than 5 companies, therefore, they can really contribute to the duties of directors.

Policy for the president regarding director positions in other companies

Board of directors set policy for the president regarding director positions in other companies. For the subsidiary, board of directors may appoint the president and/or senior managements of the Company to be directors of subsidiary in order to govern and set business direction in line with the Company. For other companies, the president needs to inform and gets approval from Board of Directors before taking any director positions in other companies.

5. Performance Evaluation of Directors

The Board of Directors conducts a self-assessment on their scope of duties on annual basis, whereby each director is free to evaluate and expresses his/her opinions to Board of Directors in order to improve efficiency of Board of Directors. The evaluation measures including qualifications, roles of regulating and monitoring, leadership, strategic directions and duties.

In 2016,evaluation performance of Board of Directors was in “Good” level. All Directors also evaluate themselves by individual evaluation including assessment of knowledge, competence, duties and responsibilities. In 2016, evaluation performances of each director were in “Good” level.

Board of Directors has analyzed the assessment results in all aspects for further efficiency improvement.

For subcommittee assessments, there were both self-assessment by individual director and subcommittees’ assessment, the evaluation results have been reported to Board of Directors. In 2016, average evaluation results of all subcommittees were in “Good” level.

Board of directors also set annual evaluation for the president, the evaluation includes vision, leadership, change management and target achievement for various aspects. Compensation committee then takes the evaluation results to consider the appropriate compensation to president.

6. Director and Executive Development

The Company values and fully supports the enrolment of directors and executives in the development training courses or seminars relevant to their scope of duties. In the case of change in directors or executives, the Company will provide necessary documents useful for the scope of duties of the new ones, including enrolling them in the useful and relevant training courses.

In 2016, the Company provided useful training courses for directors as follows:

1. Mr. Woodtipong Moleechad has attended following course (s) :

• Anti-Corruption for Executive Program (ACEP 15/2015)
• Director Certification Program Update (DCPU 3/2015)

2. Mr. Kranphol Asawasuwan has attended following course (s) :

• Financial and Fiscal Management Program For Senior Executive (FME 3/2016)
• Thailand Insurance Leadership Program (TILP 6/2016)

3. Mr. Teerarat Pantarasutra has attended following course (s) :

• Anti –Corruption For Executive Program (ACEP 13/2014)
• Administrative Law for Executive Program (ALEP 2/2015)

4. Mr. Pongthep Thanakijsuntorn has attended following course (s) :

• Anti-Corruption for Executive Program (ACEP 15/2015)

5. Ms. Bussakorn Jaruwachirathanakul has attended following course (s) :

• Strategic CFO in Capital Markets Program (3/2016)

6. Mr. Supornchai Chotputtikul has attended following course (s) :

• Digital Economy For Management (DE4M 3/2016)

1. Audit Committee

The Audit Committee consists of three following independent directors.

Ms.Warun Aumetanapan is the secretary of the Audit Committee
Note: * The member with experiences in Finance & Accounting.

1.1 Qualifications of Audit Committee

The Audit Committee comprises of at least 3 independent directors who are able to devote sufficient time to the duty of Audit Committee, with at least 1 member possess experiences in Finance & Accounting. The term of office of Audit Committee is 3 years, and may be appointed or removed by the Board of Directors or at the shareholders’ meeting

1.2 The scope of power, duties and responsibilities of Audit Committee

1. Review financial statements to ensure the correctness and completeness thereof. Cooperate with outside auditor and responsible executives to publish financial report quarterly and annually. Disclose sufficient company’s information prior to submission to the Board of Directors.

2. Review internal control system and internal audit system to ensure that the Company has a suitable and efficient internal control; to ensure that the internal audit remains independent. Provide opinions on appointment, transfer and removal of the Head of Internal Audit Department or other persons responsible for internal audit. Therefore, the audit committee may suggest the auditor to audit certain transactions that are deemed necessary during the auditing process. It may suggest the Board of Directors any ideas that can improve the Company’s internal auditing system or cooperate with outside auditor, internal auditing manager and with internal auditing consultant.

3. Review the compliance with the law on securities and stock exchange and the regulations of the Stock Exchange of Thailand and other applicable laws.

4. Nominate independent persons as the Company’s auditor and propose remuneration thereto for approval at the shareholders’ meeting; to coordinate with auditors in a matter concerning the objectives, scope, direction and plan of auditing process, including the problems occurring during such process; and to attend meetings with an auditor in the absence of the management, at least once a year.

5. Review connected transactions or transactions with conflict of interests, ensure the disclosure in compliance with laws and the regulations of the Stock Exchange of Thailand; and to ensure the justification and the maximized benefits to the Company

6. Review the risk management policy to ensure that the Company has appropriate risk management system.

7. Report the audit committee’s operation to the Board of Directors at least four times a year.

8. In performing its duty, the Audit Committee has an authority to invite management executives or the Company’s employees to share their views, attend the meeting or submit document that deems necessary.

9. To have authority to appoint or outsource consultants according to the Company regulations to provide opinion as deem necessary.

10. To prepare an Audit Committee’s report, signed by the Chairman of Audit Committee, which shall comprise, at least, of the following details:

• Opinions on the correctness, completeness and reliability of the Company’s financial reports.
• Opinions on the efficiency of the Company’s internal control system.
• Opinions on the compliance with the law governing securities and stock exchange and the regulations of the Stock Exchange of Thailand and the other laws applicable to the Company’s business.
• Opinions on the suitability of the auditor.
• Opinions on transactions that may involve conflict of interests.
• The number of meetings of the Audit Committee and the attendance of each member.
• Opinions or remarks on performance of duties pursuant to the Charter.
• Other transactions that the shareholders or investors should know, subject to the scope of duties and responsibilities as set forth by the Board of Directors.

11. To perform self-assessment and report the result including the problems and obstacles to the Board of Directors on annual basis.

12. To perform other duties assigned by the Board of Directors within the aforementioned scope of power and duties of the Audit Committee. In performing such duty, the Audit Committee is directly responsible for the Board of Directors, while the Board of Directors is responsible for the Company’s operation.

2. Compensation Committee

The Company’s Compensation Committee consists of the following 4 members.

Ms. Natthanicha Chongvilai is the secretary of the Compensation Committee

2.1 Qualifications of Compensation Committee

The Compensation Committee shall be appointed by the Board of Directors, comprises of at least 3 directors, whereby majority of members shall be independent or non-executive directors, and appoint one of theindependent director member to be the Chairman. The term of office of Compensation Committee is 3 years.

2.2 Scope and responsibilities of the Compensation Committee

1. Review the structure and criteria of the remuneration for the Board of Directors, managements and employee by reviewing the suitability of the current remuneration package, comparing to the remuneration package of peers in the same industry, and establishing appropriate remuneration that is fair and commensurate to their contribution to the Company’s achievement.

2. Review all elements of remuneration such as retainer fee, incentive and attendance fee and set the appropriate payment of each element that in line with the remuneration for directors in other listed companies of the same industry and of similar size, as well as the Company’s performance and business environment and commensurate with their duties and scope of responsibility.

3. Consider remuneration package in accordance with the criteria established by concerned government agencies.

4. Formulate criteria for the evaluation of the Company’s Directors and President as assigned by the Board of Directors and acknowledge the assessment of executives in the position of Executive Vice President or higher.

5. Establish the guidelines in determining the remuneration package of the Company’s Directors and President on the annual basis and submit it to the Board of Directors for approval. As for the remuneration package of the Directors, the Board of Director must proposed to the shareholders’ meeting for approval.

6. Consider and endorse the issuance of securities under ESOP program to directors and employees of the Company, set out the attractive structure to motivate them to create value added for the shareholders and retain qualified personnel with the Company in the long run. Therefore, such program should be attractive to employees and yet be fair to the shareholders.

7. The Compensation Committee may appoint any consultant to provide opinion as deem necessary.

8. To perform other duties assigned by the Board of Directors

3. Nomination and Corporate Governance Committee

The Company’s Nomination and Corporate Governance Committee consists of the following 4 members as follows:

Mr. Teerarat Pantarasutra is the secretary of Nomination and Corporate Governance Committee

3.1 Qualifications of Nomination and Corporate Governance Committee

The Nomination and Corporate Governance Committee shall be appointed by the Board of Directors, comprises of at least 3 directors, whereby majority of members shall be independent or non-executive directors, and appoint one of the independent director member to be the Chairman. The term of office of Compensation Committee is 3 years.

3.2 Scopes and responsibilities of the Nomination and Corporate Governance Committee

Nomination Roles

1. Set out methodology and procedures in the nomination of the qualified candidates for the Board members by determining the qualifications that align with the Company’s business, area of expertise of the members.

2. Nominate the candidates to fill the Board of Directors vacancies as and when they arise and propose to the Board of Directors for consideration. Such nomination could be reappointing any Directors who complete their term of service, encouraging shareholders or Directors to propose in advance the qualified candidates to be nominated for director position, or using external recruiting methods or considering from the list of Directors.

3. Consider the nomination and choose the persons possessing qualifications according to the formulated criteria for nomination.

4. To ensure that the nominated persons possess qualification according to the law and regulations of concerned agencies.

5. Approach the qualified persons and make sure that they are willing to accept the Company’s director position after being appointed by the shareholders

6. Nominate the name to the Board of Directors for consideration and issue the nominated directors in the invitation for the shareholders’ meeting for the appointment of such person.

7. Consider and review the appointment of executive in the position of Executive Vice President or higher to propose to the Board of Directors’ consent.

8. Monitor the formulation of Succession Plan of the Director, President and Executive Vice President as well as other positions that vital for corporate sustainability.

Corporate Governance Roles

1. Consider and draft the Corporate Governance Policy according to the updated framework of rules and regulations of related agencies e.g. the Stock Exchange of Thailand, Security Exchange Commission or other related agencies, set the guidance of Corporate Governance that in line with the universal best practices.

2. To propose the Draft of Corporate Governance Policy to the Board of Directors for consideration and implementation of best practices of Directors and Executives, and to formulate the Corporate Governance Policy Statement.

3. Set out the policy for formulating of strategic plan, monitor the risk management and the internal control that in line with the laws and situation.

4. Monitor and instruct the Directors and Managements regarding their duties and responsibilities under the Corporate Governance Policy to maintain the effective Corporate Governance that meets expectation of all stakeholders.

5. Review the Corporate Governance Policy on annual basis to ensure that the Corporate Governance Policy is update and complies with universal standards and related rules and regulations.

6. Follow up and evaluate the performance of Directors and Management according to the best practices set forth in Corporate Governance Policy on the regular basis.

7. Introduce the best practises and business ethics to Directors, Managements and employees.

8. Appoint the working group to support the tasks of Corporate Governance as necessary.

9. Consider and set out the policy and guidance for Corporate Social Responsibility (CSR)

10. The Nomination and Corporate Governance Committee may appoint any consultant to provide opinion as deem necessary.

11. To perform other duties assigned by the Board of Directors

4. The Risk Management Committee

The Risk Management Committee consists of the following 10 members.

Ms. Warun Aumetanapan is the secretary of the Risk Management Committee.

The scope of power, duties and responsibilities of Risk Management Committee

1. Define the policy framework and process for risk management.

2. Identify and analyze risk factors and evaluate the impact of such risks on the Company.

3. กImplement the risk strategy and policy to ensure that the Company has sufficient policies and procedures in place to govern and mitigate the risks that might have negative impact on the Company.

4. Communicate the risk management measure across the entire organization and support the efficiency development of the Company’s risk management policy.

5. Monitor the risk management plan and report to the Board of Directors.

6. Plan, develop and monitor the internal control process.

7. Risk Management Committee may appoint or outsource consultants to provide professional opinion as deem necessary.

5. Executive Committee

The Executive Committee consists of the following 4 members.

The scope of power, duties and responsibilities of Executive Committee

1. Must comprise of at least 4 Executive Directors.

2. Manage the Company’s business operation in line with targets set by the Board of Directors and report the company’s performance to the Board of Directors. The quorum of Executive Committee meeting shall have at least half of its members present and its resolution should be in accordance with the majority vote.

3. Set policies, guidelines, strategies and principles for business operation, including the management structure in line with targets set by the Board of Directors and submit it to the Board for consideration.

4. Set appropriate approval authority for each level of management and ensure segregation of duty for approval of such transaction that might lead to fraud and define the business transaction guidelines and procedures with the major shareholders, directors, management or connected persons in order to prevent the transfer of benefits or interests, then submit it to the Board of Directors for approval and ensure such approved policies as set forth are duly put into practice.

5. Review annual budget allocation as well as budget control procedure, propose to the Board of Directors for approval and monitor the budget utilization after the approval.

6. Review and approve investment budget in accordance with the authority as defined in authorization handbook.

7. Ensure any agreement or contracted that abide the Company signed by authorized person in accordance with the authority as defined in authorization handbook.

8. Set employee remuneration structure and policy to propose the compensation committee for consideration prior to propose for the approval from the Board of Directors.

9. Be responsible for providing sufficient information for the Board of Directors and shareholders for their decision making as well as reliable and transparent financial reports according to the generally accepted standard.

10. Consider the Company’s profit or loss and propose the dividend payment to the Board of Directors.

11. Consider the new business venture or the closure of some business and submit to the Board of Directors for approval.

12. Set the reporting procedure of the irregularity or wrongdoing for operating officers to report the events to Executive Committee in due time. In the event that such incident has significant impact on the Company’s operation, it must be reported to the Board of Directors so the remedial procedure shall be established in due time.

13. Take any actions to support the aforementioned activities according to the opinion or authority granted by the Board of Directors.

14. The resolution and/or approval of the Executive Committee must be reported to the Board of Directors in the next Board of Directors’ meeting.

15. Perform the duties assigned by the Board of Directors.

16. To perform other duties assigned by the Board of Directors

Such authorization grant to the Executive Committee as mentioned earlier, must be complied with the laws and the Company’s Articles of Association and shall not allow the Executive Committee to approve any transaction that they or other persons have vested interests in or have conflict of interests with the Company or any of the subsidiaries. Any connected transactions or the acquisition or disposition of significant assets of the Company or any of the subsidiaries must be complied with the regulations set forth by the Securities and Exchange Commission and the Stock Exchange of Thailand.

The Appointment of Director and the Board of Directors

The Board of Directors has appointed Nominating and Corporate Governance Committee, which comprise of 3 independent directors from 4 members, to select, and nominate suitable candidates for the position of Directors and Managements and must consider the composition of board of directors in accordance with Public Company Act B.E.2535, qualification, variety of experiences and contribution to the Company. The Nominating and Corporate Governance Committee also considers if there are qualified persons nominated from minority shareholders. Then, Nominating and Corporate Governance Committee nominate to board of directors to propose the annual general shareholders meeting to appoint director by votes according to the Company’s regulations. The Company allow shareholders to vote for directors individually one by one. The appointment and dismissal of the Directors shall be in line with the principles and methods defined in the Company’s Articles of Association, the contents of which are as follows:

1. The shareholders’ meeting shall appoint Directors in accordance with these methods and principles

• For an election of one Director, the number of votes that each shareholder may cast shall be equal to the number of shares that he holds.
• Each shareholder may cast all of his votes according to Item (a) to elect one person or many persons as the Director, but he may not cast his vote more or less for anyone.
• The persons who have received the highest votes in descending order shall be appointed the Directors in the number that the Meeting of Shareholders has to choose at that time. In the event of a tie between or among the persons in the next order exceeding the number of the persons to be chosen at the meeting, the Chairman of the Meeting shall cast a ruling vote.

2. At every Annual General Meeting of Shareholders, one-third of the Directors shall vacate their office; if the number is indivisible by three, the nearest number shall apply. In the first and second years subsequent to the Company registration, which the Directors shall vacate their office shall be decided by a draw. In the subsequent years, the Directors who remained in office for the longest time shall vacate their office. The Director whose office term has ended may be reappointed.

3. Aside from leaving the office when his/her term ends as defined in this regulation, the Directors shall leave their office when

• Die
• Resign
• Being dismissed by the resolution of shareholders’ meeting in accordance with the Company’s Articles of Association.
• Being deprived of quality or having possessed prohibition, as defined by law or the Company’s regulation
• The court orders him/her to leave the office.

4. Any director wishing to resign may submit a resignation letter to the Company. The resignation is to be effective on the date that the Company receives the letter, according to the content in the first paragraph. Such Director shall notify his/her resignation to the registrar.

5. In the event that the whole office of the Board of Directors is vacant, the Board of Directors who have left the office shall stay on duty to operate the Company’s business as necessary until the new office takes position, except the court orders otherwise.
The vacating Board of Directors shall organize the shareholders’ meeting to elect the new Board of Directors within one (1) month after their term ends. The invitation for the meeting should be sent out at least fourteen (14) days prior to the meeting.

6. Under the article 20 of the Company’s Articles of Association, in the event that an office of the Directors is vacant for reasons other than end of office term, the Board of Directors, shall, at the next Board Meeting, appoint as a Director a person who has no undesirable qualities as set forth in the Public Company Act, Securities and Exchange Act, Telecommunications Business Act and other concerning Act, unless the remaining office term is less than two (2) months. The resolution of the Directors as defined in the first paragraph must consist of at least three quarters (3/4) of all the votes of the remaining Directors.
The newly appointed Director shall be in office for the remaining office term of the person he/she replaces.

7. In the event that the number of vacating Directors is outnumbered that of current Directors to be ineligible to form a quorum, the remaining Directors shall act on behalf of the whole office only to hold the shareholders’ meeting to select the Directors to replace the vacating ones.
Such meeting according to the first paragraph shall be held within one (1) month after the number of the remaining Directors is less than that to be eligible to hold the meeting. The newly appointed Director shall be in office for the remaining office term of the person he/she replaces.

8. A shareholder meeting may pass a resolution removing any director from office prior to retirement as a result of the expiration of the director’s term of office, by a vote of not less than three quarters (3/4) of the number of shareholders attending the meeting and having the right to vote and the total number of shares being not less than half (1/2) of the number of shares held by the shareholders attending the meeting and having the right to vote.

9. The Board of Directors shall hold the meeting at least every three (3) months at the venue specified by them. The Chairman or the person who has been assigned to act on behalf of the chairman is eligible to call a meeting.
At least two (2) Directors may ask the Chairman to call a meeting. In the event of being asked by at least two (2) directors, the Chairman or the person who has been assigned to act on behalf of the chairman shall set the date of the meeting within fourteen (14) days since the day of being asked.

10. The Board of Directors meeting shall be held at the place where the Company’s headquarter situated or in the nearby province.

11. In the event of calling a meeting, the Chairman or the person who has been assigned to act on behalf of the Chairman shall send out the invitation for meeting to the Directors at least seven (7) days prior to the meeting, except in the case of emergency when upholding the rights and benefits of the Company is concerned. Such invitation of meeting shall be sent out the other way and the meeting date shall be set sooner than the aforementioned timeframe.

12. The meeting of the Board of Directors shall have the directors present at least half (1/2) of its total number. The Chairman of the Board of Directors shall be the Chairman of the Meeting. In the event of his absence or his duties cannot be performed, the Deputy Chairman shall be the Chairman of the Meeting. In the event of the Deputy Chairman’s absence or his duties cannot be performed, the directors present shall elect one to perform the duty of the Chairman of the Meeting.

13. All resolutions of the Directors’ meeting shall be judged by the majority votes with one vote for one director. In the event of a tie, the Chairman of the Meeting shall cast a ruling vote.

14. Be responsible for the Company’s operation and has an authority to act honestly within the scope of law, the Company’s objectives, the Articles of Association and the resolution of the shareholders’ meeting for the benefit of the Company.
The Board of Directors shall assign one (1) or many director(s) to perform any action on behalf of the Board of Directors.

15. Two (2) Directors as defined in the Company’s certificate registration may jointly sign their names and affix the corporate seal to legally bind the Company.
The Board of Directors shall assign one (1) or many director(s) to perform any action on behalf of the Board of Directors.
The shareholders’ meeting or the Board of Directors shall consider identifying or changing the name and/or number of the Directors that have authority to sign their names and affix the corporate seal to legally bind the Company.

16. The Company prohibits any payment either in the form of money or assets to the Directors, except their fees.
The Directors has rights to receive fees from the Company, which comes in the form of salary, attendance fee, bonus or other forms of fringe benefit in accordance with the Company’s regulation or with the resolution of the shareholders’ meeting which may clearly define in the form of money or principles.
The content in the previous paragraph shall not affect the rights of Company’s employee and personnel who have been appointed as the Directors, to receive benefits and fees as the Company’s employee or personnel.
The payment stated in the first and second paragraphs shall not contradict with the qualification of independent directors as defined by Securities and Exchange Act.

Appointment of the President and Succession Plan

Nomination and Corporate Governance Committee has the duty to consider and review the appointment of executive in the position of Executive Vice President or higher to propose to the Board of Directors’ consent and monitor the formulation of Succession Plan of the Director, President and Executive Vice President as well as other positions that vital for corporate sustainability by developing and preparing successors to boost confident of shareholders, investors and staff that the Company business will be sustainable.

The Company has policy to appoint top executives of the Company to be the directors of subsidiary in order to drive the common objective and best interest of the Company. Board of Directors of the subsidiary is reported to Board of Directors of the Company on quarterly basis. The importance matters that required approval from Board of Directors of the Company, Board of Directors of the subsidiary must seek approval from Board of Directors of the Company before any implementation. However, the number of board seats in the subsidiary will be in the same proportion of shareholding.

Moreover, the Company has a policy that executives of the subsidiary must monitor and set regulations for related party transactions, asset acquisition and disposition and importance transactions completely, correctly and in line with the Company. Management of the subsidiary shall set the internal control and filing systems, as well as transparent and timely accounting procedure in order to consolidate with the Company.

For transparency purpose and to prevent the use of inside information that has not been disclosed to the public for personal benefits and avoid criticism of inappropriate sale and purchase of company’s shares by its personnel, the Company has issued regulations to directors, management and all employees as follows:

• The directors, management and all employees of the Company must protect the Company’s confidentiality and must not disclose it for their own or others’ benefits whether directly or indirectly. They must not transfer or be transferred the Company’s shares by using the Company’s confidentiality and/or inside information and/or undertake any business transactions by using the Company’s confidentiality and/or inside information, which would lead to financial loss to the Company whether directly or indirectly.
• The directors, management and employees who are aware of inside information that has not been disclosed to the public must not use such information and must avoid or refrain from buying, selling, transferring or being transfers company’s shares within one month before the disclosure of the quarterly financial statement and annual financial statement to the public.

All company’s directors and management must report any changes in their company’s share ownership to SEC under section 59 of the Securities and Exchange Act B.E. 2535 within 3 days from the date of sale, purchase, disposal or receipt of such share and submit a copy to the Company as reference.

The Company’s financial statements have been reviewed and audited by certified accountant according to the general accepted accounting standard to ensure that the financial statements are fairly presented. The Company’s financial statements for the year 2015 have been audited by EY Office Limited. The audit firm has received its fee as detailed below: