Section 1

Rights of Shareholders

The Company recognizes and places importance on the fundamental rights of shareholders, including the right to buy, sell, or transfer shares; the right to receive a share of the Company’s profits; the right to receive adequate and timely information about the Company; and the right to attend shareholders’ meetings and exercise voting rights on key matters such as the appointment or removal of directors, the appointment of auditors, and other matters that may significantly affect the Company, including dividend allocation, amendments to the Company’s Articles of Association and Memorandum of Association, as well as capital increases or reductions.

In addition to these fundamental rights, the Company has also undertaken various measures to promote and facilitate the effective exercise of shareholders’ rights.

1. The Company sends the notice of shareholders’ meeting to shareholders in advance at least 7 days prior to the meeting date, or at least 14 days in the case of special resolutions. The notice specifies the date, time, venue, and agenda of the meeting, together with complete supporting information for matters requiring shareholders’ consideration and approval.
2. In the event that shareholders are unable to attend the meeting, the Company allows shareholders to appoint an independent director or any other person as their proxy to attend and vote on their behalf, using one of the proxy forms provided and delivered together with the meeting notice.
3. The Company provides shareholders with the opportunity to raise questions, express opinions, and make suggestions freely and fully during the meeting.
4. After the meeting, the Company prepares the minutes of the meeting within 14 days from the date of the Annual General Meeting, ensuring that the information is accurate and complete. The minutes are disclosed via the Stock Exchange’s electronic system and the Company’s website for shareholders’ review.

The Company also includes the Board of Directors’ opinions in the notice of shareholders’ meeting and delivers such notice to shareholders within the timeframe prescribed by the Securities and Exchange Commission (SEC) or the Stock Exchange of Thailand (SET), allowing shareholders sufficient time to review the information prior to the meeting.

In addition, shareholders are informed through the SET’s electronic system, the Company’s website (www.planetcomm.com), and announcements published in newspapers in accordance with the Public Limited Companies Act.

The Company has a policy requiring the Board of Directors to attend shareholders’ meetings collectively, particularly the chairpersons of key committees, including the Audit Committee, Risk Management Committee, and Nomination, Remuneration and Corporate Governance Committee, as well as senior executives, to provide clarification and respond to shareholders’ inquiries during the meeting.

Section 3

Role of Stakeholders

The Company places importance on the rights of all stakeholder groups with fairness and transparency, aiming to create satisfaction for all parties. The details are as follows:

1. Shareholders
The Company is committed to conducting its business with transparency in order to generate appropriate returns for shareholders and achieve sustainable organizational growth.
The Company also adheres to the principle of equal and fair treatment of all shareholders, recognizing and emphasizing their fundamental rights, including the right to buy, sell, or transfer shares; the right to receive a share of profits; the right to receive adequate information about the Company; and the right to attend shareholders’ meetings and exercise voting rights on key matters such as the appointment or removal of directors, the appointment of auditors, and matters that may significantly affect the Company, such as dividend allocation, amendments to the Memorandum and Articles of Association, and capital increases or reductions.

2. Employees
The Company is committed to treating employees equally and fairly, providing appropriate compensation, and continuously supporting training and development to enhance employees’ knowledge, skills, and work efficiency in line with the Company’s policy. The Company has also established a provident fund for employees and provides additional welfare benefits such as bonuses, health insurance, and life insurance.
Furthermore, the Company places importance on employee safety and occupational health as follows:

• The Company is committed to developing occupational safety and health systems in compliance with legal requirements.
• The Company implements measures to control and prevent losses arising from accidents, fire, and work-related illnesses, as well as to maintain a safe working environment.
• The Company provides adequate and appropriate resources in accordance with legal requirements and is committed to developing employees’ knowledge and awareness of safety and occupational health.
• Safety and occupational health are considered essential responsibilities of executives, supervisors at all levels, and all employees, who must strictly comply with applicable rules and regulations.

3. Suppliers / Business Partners
The Company ensures that conducting business with any suppliers or partners does not damage the Company’s reputation or violate any laws. The Company emphasizes fairness and mutual benefit in its business relationships and is committed to complying with agreed commercial terms and contracts without taking advantage of partners.
The Company has established processes and criteria for supplier selection and evaluation as part of its ISO 9001:2015 quality management system, including:

• Supplier/vendor selection based on product characteristics, market demand, technological capability, reputation, pricing, marketing support, commercial terms, and delivery performance.
• Supplier evaluation conducted annually in the first quarter, focusing on key domestic and international suppliers.
  In addition, the Company has a subcontractor selection process, whereby a selection committee defines the scope of work, invites applications, evaluates qualifications, and maintains a registered list of approved subcontractors.

4. Creditors
The Company is committed to strictly complying with financial agreements and conditions to maintain credibility with creditors, including repayment of debts, loans, interest, and obligations related to collateral.

5. Customers
The Company is committed to taking responsibility for customers by providing equal service, delivering quality products and services, and safeguarding customer confidentiality. The Company has designated units or personnel responsible for customer relationship management to ensure prompt service. The Company also strives to build customer satisfaction and confidence by delivering high-quality products and services at reasonable prices, while maintaining long-term relationships.

6. Competitors
The Company is committed to conducting business under fair competition practices, maintaining ethical standards, and avoiding any dishonest methods that could harm competitors.

7. Environment
The Company recognizes the environmental impact of its operations and is committed to selecting technologies and developing innovations that promote efficient energy use. The Company also implements waste separation into four categories: (1) biodegradable waste, (2) recyclable waste, (3) general waste, and (4) hazardous waste.

In addition, the Company adheres to human rights principles in accordance with the United Nations Universal Declaration of Human Rights, ensuring fair treatment of employees and related stakeholders. The Company also respects intellectual property rights and does not infringe copyrights. Further details on the Company’s activities related to community and society can be found under the topic “Corporate Social Responsibility.”

Section 4

Disclosure and Transparency

The Board of Directors places great importance on accurate, complete, and transparent disclosure of information, including both financial and non-financial information, in accordance with the regulations of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET). This includes the disclosure of any material information that may affect the Company’s securities price and influence the decision-making of investors and stakeholders. The Company ensures that all relevant parties receive information equally by disseminating such information to shareholders and the public through the SET’s disclosure channels and the Company’s website.

The Board of Directors acknowledges its responsibility for the Company’s financial statements, ensuring that they are accurate, complete, true, and reasonable. The financial statements are prepared in accordance with generally accepted accounting standards, with appropriate accounting policies applied consistently and prudent judgment exercised. Adequate disclosures are also provided in the notes to the financial statements.

In addition, the Board has established and maintained an effective internal control system to provide reasonable assurance that accounting records are accurate, complete, and sufficient to safeguard the Company’s assets. This system also helps identify weaknesses to prevent material fraud or irregularities. Furthermore, the Company has appointed an Audit Committee, consisting of non-executive directors, to review financial reports, related-party transactions, and the internal control system. The Audit Committee reports directly to the Board of Directors.

Section 5

Responsibilities of the Board of Directors

1. Board Structure

The Board of Directors consists of qualified individuals with diverse knowledge, expertise, and experience at executive levels from various organizations, without limitation on gender or age. This diversity enables the Board to effectively leverage its collective experience and capabilities in formulating policies and strategic directions for the Company’s business operations, thereby maximizing benefits for the Company and its shareholders.

The Board plays a key role in setting policies and the overall direction of the organization, as well as overseeing, monitoring, and evaluating the performance of management to ensure that operations are carried out in accordance with established plans. To ensure effective performance, each director may hold directorships in no more than five listed companies.

1.1 Executive Committee
The Executive Committee is responsible for formulating business strategies and operational guidelines in line with the policies set by the Board of Directors, ensuring efficient and agile management.

1.2 Audit Committee
The Company has established an Audit Committee to perform specific oversight functions and submit matters for the Board’s consideration. The Audit Committee carries out its duties and responsibilities as defined in its charter.

1.3 Nomination, Remuneration and Corporate Governance Committee
The Board of Directors appoints the Nomination, Remuneration and Corporate Governance Committee, comprising directors and/or qualified persons. Its key responsibilities include selecting directors and senior executives, determining fair remuneration policies, and overseeing corporate governance practices to enhance confidence among shareholders and stakeholders. The term of office of the committee members is aligned with their tenure as directors of the Board.

1.4 Risk Management Committee
The Board of Directors appoints the Risk Management Committee, comprising directors and/or qualified persons. The Committee is responsible for establishing policies and guidelines for enterprise risk management, covering strategic, financial, operational, and external risks. It also oversees, monitors, and evaluates the effectiveness of risk management practices, ensures compliance with established policies, and reviews the adequacy and effectiveness of the risk management system. The Committee reports its performance to the Board and discloses its activities in the annual report to shareholders.

In addition, the Risk Management Committee has appointed a Risk Management Working Team, comprising members of the management team, with responsibilities including:
(1) identifying risks, assessing risk levels, and reviewing risk management in alignment with the business plan;
(2) estimating potential impacts;
(3) establishing risk mitigation measures;
(4) monitoring and reporting risk status to the Risk Management Committee; and
(5) continuously promoting a risk management culture throughout the organization.

The Board of Directors has a policy that the Chairman of the Board and the Chief Executive Officer must not be the same person, to ensure a clear separation between policy-setting and operational management. The roles and responsibilities between the Board and management are clearly defined: the Board is responsible for policy formulation and oversight, while management is responsible for executing operations in accordance with those policies. To prevent the concentration of authority, the Company has clearly defined written authorities under its Level of Authorization (LOA).

The Board has also appointed a Company Secretary to perform duties and responsibilities in accordance with the Securities and Exchange Act.

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

The Company requires its directors to comply with the Code of Best Practices for directors of listed companies, in accordance with the guidelines of the Stock Exchange of Thailand. Directors must understand their roles, duties, and responsibilities, and perform their duties in compliance with applicable laws, the Company’s objectives, Articles of Association, and resolutions of shareholders’ meetings, with honesty, integrity, and in the best interests of the Company and its shareholders.

The Board of Directors is responsible for setting policies, business objectives, business plans, and budgets, as well as reviewing the Company’s vision, mission, and strategies. The Board also oversees management to ensure that operations are conducted efficiently and effectively in line with the established policies, plans, and budgets, for the maximum benefit of the Company and its shareholders as a whole.

Directors’ Name	No. of Meeting Attendance / Total No. of Meeting
	2017		2018		2019
Dr. Ruttikorn Varakulsiripunth (1)	–	–	5/9	100%	10/10	100%
Mr. Prapat Rathlertkarn	11/11	100%	9/9	100%	10/10	100%
Mr.Trevor Thompson	9/11	82%	8/9	89%	8/10	80%
Dr. Wichai Laohmatvanich (2)	–	–	8/9	100%	10/10	100%
Mrs. Sutharak Soonthornpusit	9/11	82%	9/9	100%	8/10	80%
Mr. Somkid Wangcherdchuwong	11/11	100%	9/9	100%	10/10	100%
Mr. Thibdee Mangkalee (3)	–	–	5/9	100%	10/10	100%

Notes :

(1) Dr. Ruttikorn Varakulsiripunth was appointed as the Indendent Director on June 21, 2018.
(2) Dr. Wichai Laohmatvanich was appointed as Independent Director on January 25, 2018.
(3) Mr. Thibdee Mangkalee was appointed as Independent Director on June 21, 2018.

3.2 Audit Committee

From 2017 to 2019, the Audit Committee’s meetings have been held on quarterly basis for five times, six times and seven times a year, respectively. Details of attendance are as follows;

 

 

Name	No. of Meeting Attendance / Total No. of Meeting
	2017	2018	2019
Dr. Wichai Laohmatvanich (1)	–	4/6	7/7
Mrs. Sutharak Soonthornpusit	5/5	6/6	5/7
Mr. Somkid Wangcherdchuwong (2)	–	4/6	7/7
Mr. Thibdee Mangkalee (3)	–	2/6	7/7

 

Notes:

(1) Dr. Wichai Laohmatvanich was appointed as Chairman of Audit Committee on February 23, 2018.
(2) Mr. Somkid Wangcherdchuwong was appointed as Audit Committee Member on February 23, 2018.
(3) Mr. Thibdee Mangkalee was appointed as Audit Committee Member on June 22, 2018.

3.3 Nomination, Remuneration and Corporate Governance Committee

The Company’s Board of Directors Meeting No. 5/2014 on November 12, 2014 resolved to appoint the Nomination, Remuneration and Corporate Governance Committee (Nomination Committee) which shall hold the meeting at least twice a year and the committee members shall attend the meeting.

In 2017- 2019, one, two,  and two Nomination Committee’s meetings were held, respectively. Details of attendance are as follows:

Name	Title	No. of Meeting Attendance / Total No. of Meeting
		2017	2018	2019
Mr. Somkid Wangcherdchuwong (1)	Chairman	1/1	2/2	2/2
Mrs. Sutharak Soonthornpusit	Member	1/1	2/2	2/2
Dr. Wichai Laohmatvanich (2)	Member	–	1/2	2/2

 

Notes :

(1) Mr. Somkid Wangcherdchuwong was appointed as Chairman of Nomination, Remuneration and Corporate Governance Committee on February 23, 2018.
(2) Dr. Wichai Laohmatvanich was appointed as Nomination, Remuneration and Corporate Governance Committee Member on February 23, 2018.

3.4  Risk Management Committee

The Company’s Board of Directors Meeting No. 5/2014 on November 12, 2014 resolved to appoint the Risk Management Committee which shall hold the meeting at least twice a year and the committee members shall attend the meeting.

In 2016- 2018, one, two, and two Risk Management Committee’s meetings were held, respectively. Details of attendance are as follows:

Name	Title	No. of Meeting Attendance / Total No. of Meeting
		2016	2017	2018
Mrs. Sutharak Soonthornpusit (1)	Chairman	1/2	2/2	2/2
Mr. Somkid Wangcherdchuwong	Member	2/2	2/2	2/2
Dr. Wichai Laohmatvanich (2)	Member	–	1/2	2/2

Notes :

(1) Mrs. Sutharak Soonthornpusit was appointed as Chairman of Risk Management Committee on February 23, 2018.
(2) Dr. Wichai Laohmatvanich was appointed as Risk Management Committee Me mber on February 23, 2018

4. Remuneration of Directors and Executives

The Company retains competent directors and executives by providing sufficient remuneration comparable to that of industry peers. Factors determining remuneration include professional background, duties, scope of roles and responsibilities, Remuneration for directors must be approved by the shareholders meeting. Meanwhile, remuneration for executives is in accordance with criteria and policy specified by the Board of Directors, taking into account the duties, responsibilities and performance of each executive.

 

5. Development of Directors and Executives

For continual enhancement of business operations, the Board has put forth a policy to encourage and facilitate training and learning activities. For persons involved in corporate governance, directors and executives, Audit Committee members, and the Company Secretary. Management courses are provided through the Thai Institute of Directors Association (IOD)

Directors and executives, Audit Committee members and the Company Secretary have taken IOD courses as follows;

Name	Title	Remark
Dr. Ruttikorn Varakulsiripunth	Chairman, Independent Director	– Director Accreditation Program (DAP) 153/2018 *
Mr. Prapat Rathlertkarn	Director, Vice Chairman, Chairman of Executive Committee,Chief Executive Officer	– Chief Transformation Officer: CTO Course 2019 by SEAC, Thailand – Successful Formulation & Execution of Strategy (SFE) 28/2016 * –  Advance Innovation Training no. 4 by  National Innovation Agency (NIA) By Thailand Management Association (TMA) –  Director Certification Program (DCP) 195/2014 * –  Director Accreditation Program (DAP) 94/2012 *
Mr. Trevor John Thompson	Director, Vice Chairman of Executive Committee, Chief Technology Officer	–  Director Certification Program English Program (DCP) 207/2015 * –  Director Accreditation Program (DAP) 95/2012 *
Dr. Wichai Laohmatvanich	Independent Director, Chairman of Audit Committee, Risk ManagementCommittee Member, and Nomination Remuneration and Corporate Governance Committee Member	– Director Accreditation Program (DAP) 153/2018 *
Mrs. Sutharak Soonthornpusit	Independent Director, Audit Committee Member, Chairman of RiskManagement Committee, and Nomination Remuneration and Corporate Governance Committee Member	– Director Certification Program (DCP) 219/2016 * – Director Accreditation Program (DAP) 103/2013 *
Mr. Somkid Wangcherdchuwong	Independent Director, Audit Committee Member, Risk ManagementCommittee Member , and Chairman of Nomination Remuneration and Corporate Governance Committee	– Director Accreditation Program (DAP) 2006 *
Mr. Thibdee Mangkalee	Independent Director, Audit Committee Member	–  Director Certification Program (DCP) 267/2018*
Mrs. Ratana Suwan	Executive Vice President of Finance and Account	– Director Certification Program (DCP) 188/2014* – Director Accreditation Program (DAP) 94/2012*
Mr. Satit Rathlertkarn	Executive Vice President of Sales	–  Advance Certificate Course in Public Administration and Law for Executives 2019, King Prajadhipok’s Institute – Director Certification Program (DCP) 205/2015 * – Director Accreditation Program (DAP) 104/2013 *
Miss Wannapha Weeracharoen	Vice President of Operation	– Successful Formulation & Execution of Strategy (SFE) 28/2016
Mr. Veerasak Arthornchaikul	Vice President of Marketing and Business Development	– Advance Innovation Training no. 4 by  National Innovation Agency (NIA) By Thailand Management Association (TMA)

Notes:

* Thai Institute of Directors Association (IOD) Courses

 

Furthermore, directors and managements attended others seminars arranged by the Thai Institute of Directors and other institutes consistently to gain knowledge and apply for working efficiency. In 2019, directors and managements attended the seminars such as Chief Transformation Officer: CTO Course by SEAC, Thailand Advance Certificate Course in Public Administration and Law for Executives 2019, King Prajadhipok’s Institute etc.

6. Nomination of Directors and Top Executives

The nomination and appointment of directors is conducted through the shareholder meeting. Qualified candidates are selected by the Nomination Committee based on their experience, knowledge, proficiency and prerequisite qualifications under the law. Subsequently, the candidate is elected by the shareholder meeting according to the criteria and procedure stipulated in the Articles of Association.

 

6.1 Composition and Appointment of the Board of Directors

The Composition, nomination, appointment, removal or retirement of directors are specified in the Articles of Association, which is summarized as follows

1. The Board of Directors consists of at least five directors and at least half of the total number of directors must reside in the Kingdom of Thailand. The directors must possess qualifications as specified under the law.
2. Directors are elected by the shareholder meeting according to the following criteria and procedure

• Each shareholder has a number of votes equal to the number of shares held
• Each shareholder may allocate all his/her votes to elect one or several candidates. However, in an election for multiple directors, the shareholder must allocate his/her votes equally
• Candidates receiving the most votes in descending order are elected to the number of positions required at a given meeting. In the event of a tie for the final position, the Chairman of the meeting will cast the awarding vote.

3. At every annual general meeting, one-third (1/3) of the directors shall vacate in proportion. If the number of directors is not a multiple of three, the number of directors closest to one-third (1/3) shall vacate. Unless otherwise specified by the articles of association, the directors vacating from office in the first and second years after the registration of the company shall be selected by drawing lots. In subsequent years, the director who has held office longest shall vacate. A director who vacates office under this section may be re-elected.
4. Any director intending to resign from office can submit a resignation letter to the Company. The resignation is effective on the date the letter is received by the Company.
5. If a directorship falls vacant for reasons other than by rotation, the Board will elect a person with suitable qualifications and legal prerequisites to fill the vacancy at the next Board of Directors meeting, unless the remaining term of the former director is less than two months. The replacement director retains office only for the remaining term of his/her predecessor. The Board of Directors’ resolution represents a vote of not less than three-forth the number of remaining directors.
6. The shareholder meeting can remove any director from office before his/her retirement by rotation by a vote of not less than three-fourths the number of shareholders in attendance and entitled to vote. The vote must represent not less than one-half the number of shares held by shareholders in attendance and entitled to vote.

6.2 Composition and Appointment of Independent Directors

Definition “Independent Director”
Independent Director means the external director who does not hold the position of executive or the company’s employee, non executive director or director who has authorized to sign and independent from the major shareholder, the executive and related persons and be able to protect the shareholders’ advantage consistently as well as bewared of the conflict of interest between the company and relate persons.

The Board of Directors consider a candidate’s qualifications for an independent directorship according to the Public Limited Companies Act, law on securities and exchange, notifications of the Capital Market Supervisory Board, a relevant notifications, regulations and/or rules. The Board also considers a potential nominee’s proficiency, work experiences and other relevant qualities. The candidate is subsequently nominated to the shareholder meeting in final voting. The number of Independent directors must be at least one-third of the Board, as well as, at least three members. Independent Directors serve a term of three years each time (but total term shall not over 9 years).

As of December 31, 2019, five Independent Directors consisted of:

Independent Directors’ Name	Title	Appointed Date	Total Terms
Dr. Ruttikorn Varakulsiripunth	Chairman	June 21, 2018	1 year 6 months 9 days
Dr. Wichai Laohmatvanich	Chairman of Audit Committee, Risk ManagementCommittee Member, and Nomination Remuneration and Corporate Governance Committee Member	January 25, 2018	1 year 11 months 7 days
Mrs. Sutharak Soonthornpusit	Audit Committee Member, Chairman of RiskManagement Committee, and Nomination Remuneration and Corporate Governance Committee Member	December 30, 2011	8 years
Mr. Somkid Wangcherdchuwong	Audit Committee Member, Risk ManagementCommittee Member, and Chairman of Nomination Remuneration and Corporate Governance Committee	May 12, 2015	4 years 7 months 19 days
Mr. Thibdee Mangkalee	Audit Committee Member	June 21,2018	1 year 6 months 9 days

Qualifications of Independent Director

1. Must hold no more than 1% of total shares with voting rights in the Company, its parent company, subsidiaries, affiliates or juristic persons with possible conflicts of interest (hence forth, the Company, its parent company, etc”) including shares held by the director’s affiliate
2. Has not served as executive director, employee, staff, salaried advisor, or controlling person in the company, parent company, etc. for at least two years from the date of submitting the application to the SEC.
3. Has no familial relation , either biologically or legally, to executives, major shareholders, controlling persons, or persons to be nominated as executives or controlling persons of the Company or its subsidiaries. Familiar relations include, but are not limited to fathe, mother, spouse, sibling or in-law
4. Has neither a conflict of interest via business relations with the Company, its parent company, etc that may impede his/her independent discretion, nor served as a major shareholder, non-independent direct or executive of those with business relations to the Company, its parent company, etc. for at least two years from the date of submitting the application to the SEC.
5. Has neither served as an external auditor for the Company, its parent company, etc, nor been a major shareholder, non-independent director, or managing partner of an audit firm which employs external auditors to the Company, its parent company, etc for at least two years from the date of submitting the application to the SEC
6. Has neither been a professional service provider of any kind who received an annual service fee exceeding 2 million Baht from the Company, its parent company, etc, not in the event the professional service provider is a juristic person, been a major shareholder, non-independent director, executive or managing partner of a professional service provider for at least two years from the date of submitting the application to the SEC
7. Has not served as a director appointed as a representative of the Company’s directors, major shareholders or shareholders related to major shareholders.
8. Does not possess any other characteristics that render him/her incapable of giving independent opinions on the Company’s operations

6.3 Composition and Appointment of the Audit Committee

The Board of Directors appoint members of the Audit Committee which consists of at least three independent Company directors qualified under securities and exchange legislation as well as the notification, regulations and/or rules of the Stock Exchange of Thailand. The term of office for each Audit Committee member is three years and the independent directors that chair the Audit Committee must possess additional qualifications as follows:

1. Not a director being assigned by the Board to make decisions on the business operations of the Company, its parent company, subsidiaries , samelevel subsidiaries, affiliates or juristic persons with possible conflicts of interest
2. Not a director of its parent company, subsidiaries or same-level subsidiaries that are listed companies.
3. Has sufficient knowledge and experiences to perform duties as a member of the Audit Committee. At least one member must have sufficient knowledge and experiences to review the credibility of financial statements.

 

6.4 Orientation of New Director

It is necessary and advantage to arrange orientation for the new director to understand the business and the operations of the Company as well as understanding the director’s role to work efficiency and gain more benefit for the Company. Thus, the Board of Director has set the orientation for new director every time and assigns company secretary to provide the information to the new director.

When Nomination Committee considers the qualified person and proposed to the Board of Director for approval. The Company would provide the important information before and after position as director that separates into three processes

(1) during invited to be director

(2) after appointing as director from Annual General Meeting

(3) before the first of the Board of Director’s meeting.

 

7. Self-Assessment of the Board of Directors and Top executives

To be conducted annually, the self-assessment of the Board of Directors and top executives is divided into three parts as follows:

1) Self-assessment of individual directors:

It shall be the tool for supporting directors to review their own roles and to guide for development efficiency and effectiveness. Self-assessment of individual directors shall evaluate the following skills: 1. Strategy, 2. Ethic and Value, 3. Knowledge in Directors’ Role, 4. Diligence, and 5. Self Development

2) Self-assessment of the Board:

The Company applied Self-assessment of the Board from Stock Exchange of Thailand which consisted of 1. Structure and Character of the Board, 2. Role and Responsibility of the Board, 3. Board Meeting, 4. Board’s performance of duties, 5. Relationship with Management, and 6. Self-development of directors and executive development.

The Self-assessment of the Board and individual directors shall be arranged by the Company Secretary every year. After all directors evaluated both self-assessments, Company Secretary shall gather and summarize for reporting to the Board of Directors Meeting

3) Self-assessment of top executives shall evaluated the following skills:

The Company applies the said self-assessment from Stock Exchange of Thailand instruction. The evaluation results will benefit for develop the top executives not only performance but also effectiveness. The self assessment comprises of three sections as follows:

Section1:  Status of Achievement	Section 2: Performance Measure	Section 3: Development
	1. Leadership2. Strategy Formulation 3. Strategy Execution 4. Financial Planning/Performance 5. Relationship with the Board 6. External Relation 7. Human Resource Management/ Relation 8. Succession 9. Product/Service Knowledge 10. Personal Quality

The Company uses comments and recommendations derived from the assessment to enhance the Board’s performance and optimize corporate governance practices.

 

8. Succession of the Company‘s Top Executive Management

The Company’s Board of Directors gives importance on succession plan to have the Company be always ready to respond in the event that some of directors become incompetent. The Board of Directors will assign the Nomination, Remuneration and Corporate Governance committee to create the succession plan. The succession plan will include development plan  for Chairman, or Chief Executive Officer, Chief Technology Officer including top executive management aimed at being always ready and continual operation plan with nominating successor in case of their retirement, or incompetency for continual flow operation.

 

9. Control over the Use of Internal Information

1. The Company’s directors, executives, employees and staff at all levels as prohibited from disclosing or exploiting confidential and/or internal information of the Company for their own or other persons’ benefit, either directly or indirectly
2. The Company’s directors, executives , employees and staff at all levels as well as their relations are prohibited from using internal information that may affect the value of the Company’s securities for either direct or indirect trading, before said information is officially disclosed to the public, regardless of the intended purpose. Those who violate this regulation shall be subject to disciplinary actions
3. The Company has acquainted its directors and executives with their duty to report the Company’s securities held by themselves or their relatives including changes thereof, to the Office of the SEC. in accordance with Section 59 and penalty provisions of the Securities and Exchange Act, B.E..2535
4. The Company’s directors, executives, employees and staff, as well as their relatives are prohibited from trading the Company’s securities during one month period prior to the disclosure of its financial statements to the public

 

10. Audit Fee

EY Corporate Services Limited has been the Company’s auditor from 2012 to 2017. As the resolution of 2019 Annual General of Shareholders Meeting, it approved ANS Audit Co., Ltd. being as the Company’s auditors and Ms.Kultida Pasurakul, CPA license no. 5946, has been audited for first year of the Company. The proposed external auditor is neither a connected person nor a person with conflict of interest. With all due knowledge and independence in auditing, Ms.Sumalee Reewarabundith is also an auditor approved by the Office of the Securities and Exchange Commission (SEC).

In 2017-2019, the Company paid audit fees as follows: