Policies and Guidelines Related to the Board of Directors

The nomination and appointment of directors will be based on appropriate qualifications and experience under the following principles.

• Qualifications in accordance with legal requirements, SET and SEC regulations, and Company regulations. Qualifications of all Directors must be consistent with the strategies and policies of the Company and must adhere to the principles of good corporate governance for the benefit of the business development and success of the Company.
• Gender diversity, age, knowledge, ability, experience, and expertise in various fields as needed by using Director Qualifications and Skills Matrix for consideration.
• Educational and work background that is beneficial to corporate governance, transparency, morality, responsibility, maturity, and professionalism.

The Nomination and Remuneration Committee is responsible for screening all candidates for director positions, whether for positions as representatives of shareholders or positions as independent directors. The Committee shall consider the suitability of said candidates based on the appropriateness of their skills and experience according to the above criteria. As the Company gives the right to its shareholders to nominate directors of the Company, the Committee shall consider candidates from the list of names proposed by shareholders and from the Director Pool of the Thai Institute of Directors (IOD) and shall present these to the Board of Directors for consideration. However, the appointment of directors to replace directors whose tenures are expired must be approved by individual shareholders, and voting must be carried out according to the Company’s regulations as follows:

• Each shareholder holds a number of votes equal to the number of shares held in the Company.
• Shareholders may exercise the right to select one or more person to be a director, but it must not exceed the number of directors that was elected at that time.
• In case a shareholder exercises his or her votes to elect more than one person as a director, the shareholder may exercise all votes to each such person and may not allot this or votes to any person in any number.
• The persons who received the highest numbers of votes in descending order shall be elected as directors according to the number of directors who were elected at that time. In the case of equal votes between persons voted on in descending order whereby the number of directors who were elected at that time is exceeded, the chairman of the meeting shall have the casting vote so that the correct number of directors shall be achieved.
• The selected persons must be elected by a vote of no less than four fifths of the total number of votes of the shareholders who attended the meeting and have the right to vote.

Along with the meeting invitation letter sent to the shareholders, the Company shall include pertinent information about directorship candidates for consideration by the shareholders. Said information shall consist of educational background, work experience, any directorship positions held in other companies, and legal disputes (if any). In the case of directors whose tenures have expired and who are nominated again for another term in a directorship position, additional information shall also be included for consideration by the shareholders, such as the number of meetings attended and work performance throughout the previous year. If a Board position becomes vacant for reasons other than the completion of a term, the Nomination and Remuneration Committee will propose a qualified candidate who meets legal requirements and does not have any disqualifications under the law. The nominee must then be approved by the Board of Directors with a vote of at least three-fourths of the remaining directors. The newly appointed director will serve for the remainder of the term of the director they replace.

The Company recognizes the important rights and participation of its minor shareholders. In order to assure all shareholders that they will be treated with equality, the Board of Directors, therefore, provides shareholders with the opportunity to propose items for the agenda of the Annual General Meeting of Shareholders and to nominate candidates with appropriate qualifications for directorship positions from September 1 to December 31 each year. All steps and procedures for said proposals are set forth in a clear and transparent manner and details can be found on the Company website.

The remuneration of the Board of Directors was considered from their duties and responsibilities approved by the shareholders. The Nomination and Remuneration Committee shall consider the type of remuneration, guidelines, payment methods, and other benefits for the Board of Directors, subcommittee, and executive managements to be appropriate with the responsibilities consistent with the company's performance and market conditions, and propose to the shareholders meeting for approval of the remuneration, both monetary and non-monetary of the Board of Directors by individual basis each year, The Nomination and Remuneration Committee must consider the responsibilities, the intention of the directors, type and size of the company’s business, markets, and competitors, and the remuneration must be at the appropriate level for the responsibilities.

Compensation Criteria

The company has criteria for consideration of remuneration by considering the appropriateness of the assigned responsibilities and can be compared to listed companies in the Stock Exchange of Thailand that were in similar industries. The remuneration of directors is sufficient to motivate the directors to have quality and be able to perform their duties to achieve the goal according to the business direction of the company, which determines the composition of the remuneration into 2 parts as follows:

a. Monetary remuneration

Part 1 Annual Fee consists of:

• The retainer fee is the remuneration paid to directors on a monthly basis whether or not there are meetings considering the operating results and the ability to operate according to goals.
• The attendance fee is the remuneration paid to directors who attended the meeting.

Part 2 The incentive fee / Bonus is a special remuneration paid to directors once a year by linking with the value created for shareholders such as the company's profits or dividends paid to shareholders.

The Board of Directors has clearly separated roles, duties, and responsibilities between the Board of Directors and the management and has a policy on segregation of duties between the Chairman of the Board of Directors and the Managing Director shall not be the same person, to maintain a balance of power and transparency. The duties of supervision and management are separated as follows:

The Chairman of the Board of Directors must be an independent director and have no relationship with the management in order to take responsibility as the leader of Directors and act as the chairman of the Board of Directors' meetings and shareholders' meetings by encouraging all directors to participate in the meetings, including helping, advising, and monitoring the management of the Board of Directors and sub-committees to achieve success in accordance with the approved business plan.

The Managing Director is the leader of the management by determining the roles and responsibilities of the management in operating and managing the company in accordance with the policies, plans, goals, regulations, and company rules, including the resolutions of the Board of Directors meeting with the budget that has been approved strictly and honestly, and to protect the interests of the company and the shareholders according to the principles of good corporate governance by reporting the progress from operations in accordance with resolutions and significant matters to the Board of Directors meeting quarterly.

The Company encourages the members of the Board of Directors to develop their knowledge and experience by attending educational and observational trips, training, and seminars covering a variety of courses that will aid in enhancing their knowledge and understanding of the role of a director and any other matters related to the performance of the Board of Directors and for effective management in accordance with the principles of good corporate governance. All newly appointed directors and executives will receive a company orientation to be adequately briefed on the company’s information, code of conduct, policies, and business information prior to assuming their responsibilities.