Board Charter

Corporate business under good corporate governance, Transparency check and balance create sustainability for the company and benefit to the shareholders. The Board of Directors of the company is aware of such corporate governance lending to the resolution to appoint the Executive Committee to consider, scrutinize, follow-up the business operations of the company, and provide suggestion to company’s management.

1. Composition

The Executive Committee shall be composed of at least 5 members appointed from the Board of Directors, The Managing Director is one of the members, and the Board of Directors shall be appointed a member to be as Chairman of the Executive Committee.

2. Qualifications of the Executive Committee

• 2.1

  Underage

• 2.2

  Not insolvent person or incompetent or a quasi-incompetent person.

• 2.3

  Never been sentenced to imprisonment by a final judgment. Offenses relating to property that has been corruption.

• 2.4

  Never been dismissed from government service or government organizations or agencies has been of malpractice.

3. Scope of power and authority of the Executive Committee

• 3.1

  Supervising the Managing Directors performances to ensure compliance with resolutions, policies and strategies as determined by the Board of Directors, as well as providing advice and suggestions to the managing Directors

• 3.2

  Supervising the conduct of feasibility studies on new projects, and approving implementation of projects as it deems appropriate within the amount under (3.3)

• 3.3

  Having authorized to approve execution of any juristic acts which would have a binding effect upon the company within an amount of not exceeding Baht 50 (Fifty) Million provided that such approval shall involve neither any transactions giving rise to any conflict of interest against the company or its subsidiaries according to Declaration of Office of the Securities and Exchange Commission and Stock Exchange of Thailand.

• 3.4

  Having authorized to consider, approve and/or determine policies on administration and business operations of the company or any actions which would have a binding effect upon the company, subject to the scope of policies and strategies as determined by the board of Directors.

• 3.5

  Having authorized to employ, appoint, impose disciplinary actions, terminate, dismiss, remove, determine salaries, bonuses, benefits and other remunerations, including expenses and facilities of the company’s officers or staff in the position of Division Assistant Managing Director or equivalent and higher, but excluding the Managing Director.

• 3.6

  Having authorized to appoint, determine authorities and duties, delegate directions of the supervision policy, and determine remuneration, allowances, expenses and facilities for special workgroups for carrying out specific works, including to approve proposals of special workgroups within the amount under (3.3)

• 3.7

  Having authorized to appoint chairman of the advisors, advisors and/or advisory board to the Executive Committee as appropriate whereby remunerations, allowances, expenses and facilities for the chairman of the advisors, advisors and/or advisory board as mentioned shall be determined by the Nomination and Remuneration Committee

• 3.8

  Performing other duties as delegated from time to time by the Board of Directors

4. Term of Office

• 4.1

  The Executive Committee has a term of office as determined by the Board of Directors.

• 4.2

  The Executive Committee shall vacate the office upon:

  • 4.2.1

    removal by the Board of Directors resolution

  • 4.2.2

    removal from directorship

  • 4.2.3

    removal by the Executive Directors of the Company

  • 4.2.4

    resignation

  • 4.2.5

    death

• 4.3

  Member of the Executive Committee may resign by giving at least 30 days notice, specifying the reasons to the Company.

5. Meetings

• 5.1

  The Executive Committee shall convene or call for meetings as it deems appropriate.

• 5.2

  Meeting agenda and documents should be delivered to the Executive Committee prior to the meeting.

• 5.3

  At each such meeting, a quorum shall consist of not less than one half of all members of the Executive Committee.

• 5.4

  Decisions of the Executive Committee meeting shall be made by a majority of votes. Any Executive Committee members having a personal interest in any matter shall have no right to express any opinion or vote on such matter;

6. Reporting

The Executive Committee shall report to the Board of Directors and report the performance in the past year disclosure to the annual report as follow:

• 6.1

  The number of Meeting

• 6.2

  The number of times each Executive Committee attended the meeting

• 6.3

  Performance results according to the charter specified

The Board of Directors of TTW Public Company Limited realizes the significance of the good corporate governance system, and thus resolved to appoint the Audit Committee at the Board of Directors Meeting No. 1/2006 on July 28, 2006 to perform the duties to supervising the operation of the company to be effective. Review the accuracy and reliability of financial reports internal control system, internal audit, compliance and related laws. The Board of Directors Meeting No.1/2015 held on February 17, 2015, assigned the authority of the Audit Committee to increase.

1. Composition of the Audit Committee

• 1.1

  The Audit Committee, Chairman and Member, shall be appointed by the Board of Directors.

• 1.2

  The Audit Committee consist of at least three independent directors. At least 1 committee member must have knowledge, understanding or experience in accounting or finance and be consistently knowledgeable of events affecting the changes in financial reporting process in order to increase the efficiency of the Audit Committee’s performance.

• 1.3

  The Audit Committee whose qualifications meet SEC’s requirements and qualifications as independent directors pursuant of Business Codes of Conduct.

• 1.4

  Top management of Internal Audit will be the secretary to the Committee.

2. Qualifications of the Audit Committee

• 2.1

  Holding shares not more than 0.5 percent of all voting shares of the Company, its parent company, subsidiaries, affiliated companies or any legal entities which may have a conflict of interest;

• 2.2

  Shall not be related to the management of the company, a temporary or full-time employees and an advisor regularly earning salaries from the company, controlling the company its subsidiaries, its associated companies and its Juristic persons that may have conflicts not less than 3 years;

• 2.3

  Shall not have any direct or indirect conflicts of interest against the management of the company and its subsidiaries, its associated companies, and its Juristic persons for the conflict of interest with major shareholders of the company.

• 2.4

  Shall not be a director who has been appointed as representative of the company’s director, major shareholder or shareholders who are related to the major shareholder of the company;

• 2.5

  Shall be independently perform the duties and give the opinion or report on the result of duties as assigned by the Board of Directors, uncontrolled by the management or major shareholders and related person or relative of such person;

3. Scope of power and authority of the Audit Committee

To ensure that the Audit Committee’s performance were continuous and free to express opinions. The Board of Directors determine the scope of authority and duties of Audit Committee as follow:

• 3.1

  Reviewing the Company’s financial reports to ensure the correctness and adequate disclosure.

• 3.2

  Considering to approve the quarterly financial statement.

• 3.3

  Considering the annual financial statement of the company.

• 3.4

  Reviewing the internal control and internal audit systems of the Company to ensure the suitability and efficiency by considering independency of Internal Audit Department and approving appointment, removal and termination of Internal Audit Chief.

• 3.5

  Reviewing the Company’s operations to ensure its compliance with the laws on securities and exchange, the regulations of the Stock Exchange, or such laws, rules and regulations and policies related to the businesses of the Company.

• 3.6

  Considering to approve Annual Internal Audit Plan and personnel of Internal Audit Department.

• 3.7

  Considering the Company’s disclosure in respect of related party transactions or such transactions which may give rise to conflict of interests, to ensure the accuracy.

• 3.8

  Considering, selecting, nominating for appointment and proposing remuneration for the Company’s auditor to the Board of Directors for further submission to seek approval of the shareholders by considering independency of auditor as well as organizing the meeting with auditors without the management’s involvement at least once a year.

• 3.9

  Preparing the Audit Committee’s corporate governance report to be disclosed in the Company’s annual report whereby such report shall be signed by the Chairman of the Audit Committee.

• 3.10

  Reviewing the Audit Committee Charter and Internal Audit Department Charter as it is required and appropriate.

• 3.11

  Performing other duties as delegated by the Board of Directors and with approval of the Audit Committee.

4. Term of Office

• 4.1

  Audit Committee tenure is 3 years. One year in this context means the AGM period as a year which he or she is appointed and the next following year. Audit Committee member who retires by rotation might be re-elected but not automatically extended.

• 4.2

  The Audit Committee shall vacate the office upon:

  • 4.2.1

    expiration of the term of office;

  • 4.2.2

    removal from directorship;

  • 4.2.3

    lack of qualifications as specified in any of SEC and SET;

  • 4.2.4

    removal by the Board of Directors’ resolution;

  • 4.2.5

    resignation;

  • 4.2.6

    death.

• 4.3

  Member of the Audit Committee may resign by giving at least 30 days notice, specifying the reasons thereof, to the Company, in order that the Board of Directors or the shareholders meeting shall consider appointing the person who possesses full qualifications to replace the resigning director.

5. Meetings

• 5.1

  The Audit Committee shall convene or call for meetings as it deems appropriate at least 1 time per quarter;

• 5.2

  At each such meeting, a quorum shall consist of not less than one half of all members of the Audit Committee;

• 5.3

  Should the Chairman of the Audit Committee be absent or unable to perform duties in such capacity, the members present at the meeting shall elect one member to act as the Chairman of the meeting;

• 5.4

  Decisions of the meeting shall be made by a majority of votes. In the case of an equality of votes, the Chairman of the meeting shall have an additional casting vote;

• 5.5

  Any Audit Committee members having a personal interest in any matter or being interested in any matter to be considered at the meeting shall have no right to express any opinion or vote on such matter;

• 5.6

  The Audit Committee may invite any related parties to attend the meeting and provide the relevant information.

6. Reporting

• 6.1

  The Audit Committee shall report to the Board of Directors within appropriate time for any remedy.

• 6.2

  Audit Committee must report to the Board on a timely basis to take appropriate actions in case of transaction or matters which may have significantly impact on financial status and operating performance as well as transaction relating to conflict of interest, fraud and abnormal matters or defect of internal control system or breaching Security and Exchange Act, SET rules and laws relevant to the Company’s business operation.

• 6.3

  In case, the Board or the management do not take actions on a timely basis. One of Audit Committee members might make a report about transactions or actions following the first paragraph to SEC or SET.

1. Objective

To have the Nomination and Remuneration Committee perform the duties on behalf of the Board of Directors in respect of the nomination of the Board of Directors and the Managing Director, as well as determination of the remuneration as appropriate and sufficient incentives so as to ensure the effectiveness and sustainable growth of the business operation.

2. Composition, Qualifications and Appointment

The Board of Directors shall appoint the Nomination and Remuneration Committee comprising at least three members, with the qualifications in accordance with the Public Limited Companies Act, provided that they shall not be executives of the Company, whereby the Chairman of the Nomination and Remuneration Committee must be an independent director.

3. Term of Office

Each Committee member shall hold the office for a term of three years.

4. Duties and Responsibilities

• 4.1

  To nominate the Board of Directors and the Managing Director.

• 4.2

  To determine the remuneration of the Board of Directors and the Managing Director.

• 4.3

  To evaluate the performance of the Board of Directors and the Managing Director.

• 4.4

  To arrange for succession plan for the Managing Director. The criteria are as follow:

  • 4.4.1

    Determine the succession planning method in the organization

  • 4.4.2

    Determine the main position for the successor

  • 4.4.3

    Determine the appropriate qualification for the main position.

  • 4.4.4

    Evaluate and select those with high capabilities and potential or who have accumulated experience to develop to be the successor.

  • 4.4.5

    Create a leadership development plan for people who were expected to be successors

5. Criteria and Procedures for Nomination of Directors and the Managing Director

To transparently nominate directors and the Managing Director who have knowledge, skills, experiences, leadership and visions which would be useful for the Company, for submission to the Board of Directors for further approval by the shareholders.

• 5.1

  The name list from the shareholder proposed to the company has extended opportunity for shareholder to nominate persons to be elected as directors.

• 5.2

  The diversity of gender, age, knowledge, ability, experience and expertise in various aspects which are pivotal by using Director Qualifications and Skills Matrix would be taken into accounts under the rules and laws defined by SET and SEC. Moreover, the Company’s Articles of Association pertaining to the Director Qualifications must accord with a strategic plan and Good Corporate Governance to be beneficial fin developing the Company’s business.

• 5.3

  Clean record in working experience with ethics, responsibility, maturity and professional manner.

6. Criteria and Procedures for Consideration of Remuneration

• 6.1

  The remuneration shall be proper and sufficient to persuade and retain qualified directors as required, in avoidance of unreasonably high payments.

• 6.2

  The remuneration shall comprise two portions as follows:

  Portion 1 Annual Fee to consist of

  Retainer Fee
  This remuneration shall be paid to the directors on a monthly basis, whether there is any meeting or not, taking into account the results of operation and the ability to meet the target.

  Attendance Fee
  This remuneration shall be paid to the directors who attend each meeting, provided that only such directors who attend the meeting shall be paid.

  Portion 2 Incentive Fee/Bonus
  This special remuneration shall be paid to the directors once a year, based on value generated to the shareholders, such as, profits of the Company or dividend paid to the shareholders.

7. Performance Evaluation

• 7.1

  The criteria and practices for performance evaluation of the Board of Directors and the Managing Director shall be set out by comparing with the target and the annual business plan.

• 7.2

  The performance evaluation of the Nomination and Remuneration Committee shall be conducted on a yearly basis.

8. Meetings and Reporting

The Committee shall meet in every quarter, provided that there shall be at least one half of all members in each meeting to constitute a quorum and the results of operation shall be reported to every meeting of the Board of Directors.

9. Advisor

The Nomination and Remuneration Committee may seek advice from an independent expert as appropriate, at the Company’s expenses.