Corporate Governance Policy

The Group realizes the importance of good corporate governance by believing that Good corporate governance reflects an efficient, transparent and accountable management system. which helps build confidence among shareholders, investors, stakeholders and all involved parties which will lead to the creation of competitiveness adding value and sustainable growth of the Group Therefore, the Group has established a good corporate governance policy. according to the rules of the Stock Exchange of Thailand And it is a mission that the Group must continue to perform in promoting the Group to have a good corporate governance system. and requires that the said policy be reviewed to be in line with the guidelines of the Stock Exchange of Thailand which may be modified in the future in order to be appropriate and consistent with the changing circumstances There are guidelines covering 7 categories of principles as follows:

The Group recognizes and places importance on the rights of shareholders. It will not take any action that violates or diminishes the rights of shareholders. Including encouraging shareholders to exercise their rights. The basic rights of shareholders are buying, selling or transferring shares. share of the profits of the enterprise Receiving sufficient news and information of the business Participation in meetings to exercise voting rights in the shareholders' meeting to appoint or remove directors. appoint an auditor and matters affecting the Group such as dividend allocation Determination or amendment of the Articles of Association and Memorandum of Association capital reduction or capital increase and approval of special items, etc.
With realization of the importance of protecting interests and facilitating the exercise of shareholders' rights The Group has established a policy to treat all shareholders equally and equitably as follows: 

1. Support for shareholders to exercise their rights: 
The Group encourages all shareholders to exercise their rights equally. and encourage all shareholders to attend the shareholders' meeting as well as encouraging shareholders to submit their opinions and suggestions to the Board of Directors and not take any action which limits the opportunity of shareholders to attend the meeting 

2. Submission of information relating to the shareholders' meeting:
The Group will inform the shareholders of the date, time, place, agenda, important information, with explanations and reasons for each agenda or the requested resolution. As specified in the invitation letter to the shareholders' meeting or in the attachments to the agenda. as well as clarification Criteria and methods used in meetings, including voting methods for each agenda. in advance of the meeting The Group will send information about All shareholders' meetings are delivered to all shareholders at least 7 days in advance so that shareholders can study the information. In addition, the Group will post all such information on the Company's website. to increase channels for acknowledgment of news and information for shareholders

3. Clarity and transparency in conducting meetings and voting:
      3.1 The Group will arrange for all directors to attend the shareholders' meeting. to provide opportunities for shareholders to ask questions on various issues related
      3.2 In attending the meeting and voting at the meeting The Group encourages shareholders to participate in decision making on important issues and to vote on issues. in the shareholders' meeting. Use voting cards for important agendas such as connected transactions. transaction of acquisition or disposition of assets, etc., for transparency and accountability. In case of later disputes
      3.3 The Group will arrange a vote for each item. In the event that an agenda has many items, such as an agenda for the appointment of directors
      3.4 The Group will arrange for an independent person to count or check the votes in the shareholders' meeting. And disclosed to the meeting for acknowledgment and recorded in the minutes of the meeting.

4. Opportunity for shareholders to ask questions and express their opinions:
The Group will allow shareholders to submit questions in advance of the meeting date. The criteria for sending questions in advance are clearly defined. And notify the shareholders together with the delivery of the meeting invitation letter. in the shareholders' meeting The Group will provide opportunities for all shareholders to ask questions. comment or express any suggestion In every shareholder meeting independently The Chairman will allocate appropriate and sufficient time for the meeting. Including related directors and executives will also attend the shareholders' meeting to answer questions at the meeting.

5. Preparation of meeting minutes:
      5.1 The Group will arrange for the minutes of the meeting to be completely and accurately recorded by recording the clarification of voting procedures and how to show results to the meeting prior to the meeting. Important questions and comments are recorded in the minutes of the meeting for shareholders to review. and record the voting results for each agenda of how the shareholders approve, oppose and abstain from voting. Including the record of the names of the directors who attended the meeting and the directors who did not attend the meeting.
      5.2 The Group will submit the minutes of the shareholders' meeting to the Stock Exchange of Thailand within 14 days from the date of the shareholders' meeting. and published the minutes of such meetings on the Company's website.

The Group adheres to the equitable and fair treatment of shareholders. Both shareholders who are executives Non-executive shareholders Thai shareholders foreign shareholders major shareholder and minority shareholders to assure all groups of shareholders that The Board of Directors and the management have ensured that all shareholders receive information. equally with the following principles

1. Meeting Attendance of Shareholders :
      1.1 The Group will notify the meeting schedule. with an agenda and opinion of Board of Directors to Shareholders in the invitation letter to the shareholders' meeting and through other appropriate channels Before the meeting date not less than the period specified by law.
      1.2 The Group will inform the shareholders of the rules. used in the meeting Procedures for voting, including voting rights for each type of shares in the invitation letter to the shareholders' meeting.
      1.3 The Group will facilitate shareholders who are unable to attend the shareholders' meeting. by using a proxy form and encourage shareholders who are unable to attend the meeting Grant a proxy to any person or the independent directors of the company One person can be a proxy to attend the meeting and vote on his or her behalf. 

2. Taking care of minority shareholders :
      2.1 Independent directors are assigned to take care of minority shareholders. Minority shareholders can express their opinions, make suggestions or submit complaints to independent directors. The independent directors will be responsible for considering appropriate actions in each matter. If a complaint The independent directors will investigate the facts and find appropriate solutions. If it's a suggestion Independent directors will consider suggestions and express their opinions. which, if independent directors consider that it is an important matter that affects stakeholders as a whole or affecting the business operations of the Group Independent directors will present the matter to the Board of Directors' meeting. to be considered as an agenda in the next shareholders' meeting
      2.2 The Group will allow shareholders to exercise their right to appoint individual directors.
      2.3 The Group will not allow executive shareholders to add unnecessary agenda items without prior notice. Especially the agenda that shareholders need to take time to study the information before making a decision.
      2.4 The Group provides opportunities and encourages shareholders to propose meeting agendas. or nominate directors with documents specifying their qualifications to be elected in advance The shareholders who wish to propose an agenda or nominate a director must have the following qualifications:
            2.4.1 being a shareholder of the Company which may be a single shareholder or many together
            2.4.2 holding not less than 5% of all paid-up shares
            2.4.3 Hold company shares continuously from the date of shareholding until the date of proposing the meeting agenda or nominating the director no less than 12 months

3. Prevention of the use of insider information :
      3.1 Directors, executives and employees of the Group Must be responsible for keeping the organization's information strictly confidential. (especially inside information that should not be disclosed to the public) by the directors, executives and employees of the Group, as well as the spouses and minor children of such persons who are involved in the information. will not use such information for their own benefit or for the benefit of others
      3.2 Directors and executives of the Group will comply with the law and the Company's securities trading policy. and strict use of inside information by reporting to the Board of Directors for acknowledgment about the trading of shares of the Group at least 1 day in advance before trading Violation of data usage policy require the management to notify the audit committee immediately upon detection to consider further action
      3.3 Directors and executives of the group are obligated to report their legal holdings by providing regular reports to the Board of Directors. and disclosed in the annual report.

4. Prevention of Conflicts of Interest :
      4.1 Directors and executives have a duty to disclose changes in their stake in various businesses. in accordance with the guidelines for reporting on stakeholding of the Stock Exchange of Thailand and submit the report to the Company Secretary every time there is a change of information
      4.2 Directors, executives and employees of the Group must be disclosed to the group know without delay In case of any interest that may cause a conflict of interest at least before considering that agenda and required to be recorded in the minutes of the Board of Directors' meetings, in accordance with the rules or guidelines of the Securities and Exchange Commission of Thailand as well as policies of the Group
      4.3 Directors who have interests in considering any agenda significantly in a manner that may prevent the said director from expressing opinions freely. Should refrain from participating in the meeting to consider that agenda. And must refrain from voting in the meeting to consider the said agenda.

      In addition to those specified in items 1-4, the Group will proceed in accordance with the laws, rules, regulations, and any requirements. currently available In the case of amendments, changes, additions, requirements, rules, regulations, any criteria related to rules, practices, in announcements, orders or by any other means of regulatory agencies under the law. The Group will comply with the legal requirements that will be amended in the future.

1. Policy on Treatment of Stakeholders

The Group adheres to the general principle of equitable treatment of stakeholders, namely shareholders, customers, employees, suppliers, business partners, creditors and competitors, as well as the public and society as a whole, in order to ensure fairness and transparency. The Group has established a policy to treat each group of stakeholders by taking into account the rights of such stakeholders either by law or according to the agreement made with the Group as follows: 

Shareholders : The business group will operate By focusing on the growth of the business group continuously in the long term in order to generate good returns for shareholders. and conducting business with transparency by providing an effective internal control system and not taking any action that will cause a conflict of interest for the best interests of shareholders Including disclosure of information accurately, completely and regularly.

Customer : The Group endeavors to maintain and strengthen long-term relationship with its customers. by striving to make the customer's highest satisfaction by producing good quality products and providing services To meet the needs of customers as much as possible at a fair price. Including providing after-sales service according to high standards. as well as providing accurate information about the Group's operations and products to customers. The Group also maintains communication channels with customers. It is open to listen to customer opinions at all times and keeps customer confidentiality consistently.

Employee : All employees of the Group are valuable assets of the organization. and is important for growth and profitability of the group The Group strives to provide a quality working environment for its employees. with the highest emphasis on health and safety and the Group treats all employees with fairness in order to receive fair and equitable remuneration compared to similar businesses. knowledge and potential of employees and trying to create a diverse working environment And to motivate employees with high competence to continue to develop the organization.

The Group has a human resource development policy in various areas as follows:

• Knowledge development (Knowledge) and skill development (Skill) Activities that provide knowledge, experience and improve work attitudes.
  – Training (Training) 
  - Coaching (Job Instruction & Coaching)
• Ability development (Ability), such as creating new visions and ready to change new ways of working
• Development of attitude (Attitude) is to make personnel change their way of thinking. and making personnel feel valued and important to the organization Character development (Traits) is to make personnel have a love and commitment to the organization. And the development of motivation (Motivation) is to create incentives for personnel in the form of salary. welfare wages and higher job titles, etc., with a systematic assessment using KPI's as a means of evaluating performance and comparing it to the past year. Let's consider salary increases and annual bonuses. together with considering the performance of the business group in order to be consistent with the normal business operations of the group of companies

Partners, Business Partners : The Group assumes that the business partners business partner Understand the business of the Group It is important to maintain a relationship that is clear, sustainable and based on mutual trust between the Group and its business partners. The Group will treat its partners and business partners fairly and strictly comply with the terms and conditions of the contract.

Criteria for selecting trading partners : The Group places great importance on the selection of suitable trade partners or business partners. It must ensure that the selection process and treatment of business partners or partners are equal and fair. The business group takes care of trade partners as if they are partners in doing business with each other. The criteria for selection are as follows:

1. Have a reliable financial history And has the potential to grow with the company in the long term.
2. Produce or distribute quality products that meet the needs and the ability to inspect the quality
3. Provide promotional support and providing after-sales service to customers The Group has a policy to comply with intellectual property laws. without selling pirated products and trade marks

 Creditors include guarantor creditors : It is the Group's policy to provide complete and accurate financial information to its creditors. including complying with contracts and obligations with the creditors and guarantee creditors of the Group strictly. regardless of the purpose of utilization, repayment and any other matters that have been agreed with the creditors and guarantees of the Group. In the event that one of the conditions cannot be met The Group will promptly notify the creditors in order to jointly find a solution on the basis of reasonableness. The Group is committed to maintaining sustainable relationships with creditors. and trust each other 

Competitors : The Group will treat its competitors within the framework of fair and ethical competition. and conducting business with the aim of developing and advancing the market. which has a positive effect on the industry as a whole 

Government agencies that supervise the operations of the Group : The Group operates and controls to strictly comply with the intent of the law and Regulations issued by government agencies that govern the operations of the Group.
The Group will provide a process and channels for receiving and dealing with complaints of stakeholders via E-mail of the Group, with a person assigned by the Board of Directors to be responsible for screening complaints and submitting them to relevant executives. including reporting to the Board of Directors

2. Policy Compliance Disclosure and preparation of social responsibility reports

The Group will disclose activities That shows the implementation of the policy on treatment of stakeholders as mentioned above. and includes employees' participation in implementing the above-mentioned policies. to shareholders and stakeholders through appropriate channels

The Group places importance on disclosure of information that is accurate, complete, transparent and meets the standards set by the Stock Exchange of Thailand. Both financial information and non-financial information according to the rules of the SEC and the Stock Exchange of Thailand. Including important information that affects the price of securities of the Group and affects the decision-making process of investors and stakeholders of the Group so that all related parties of the Group are equally informed. together After the Group has been listed on the Stock Exchange of Thailand The Group will disseminate its information to its shareholders and the public through the information dissemination channels of the Stock Exchange of Thailand. including the company's website

The information disclosure policy is as follows:

1. Disclosure Principle : The Group will accurately disclose material information about the Group. don't make a mistake Sufficient information for investors to make decisions with transparency and without delay. for the financial statements of that group will be arranged in accordance with generally accepted accounting standards Appropriate accounting policies have been selected and adhered to consistently. Important information is adequately disclosed in the notes to the financial statements. To ensure that accounting records are accurate, complete and sufficient to maintain assets. and to identify weaknesses in order to prevent fraud or materially abnormal operations. The Audit Committee has been appointed to examine financial reports. Related Items and internal control system The audit committee will report the result to the board of directors in every board meeting. 
2. Relations with Shareholders/Investors : The Group has established the Group's Investor Relations Department. To act in communicating with investors or shareholders. including investors Institutions and Minority Shareholders And the Group will hold a meeting to analyze the performance on a regular basis.
3. Information about directors : The Group discloses information about each director. Number of times attended as well as roles and responsibilities of the Board of Directors and sub-committees of the company in the company's annual report
4. Financial reporting : The Group gives priority to financial reports. To reflect the actual financial status and performance of the Group It is based on accurate, complete and adequate accounting information in accordance with generally accepted accounting standards. The Group will supervise the disclosure of audit fees. and other service fees provided by the auditor
5. Remuneration of directors and top executives : The Group discloses the remuneration of directors and top executives in the Company's annual report. and disclosed the remuneration policy for directors and top executives that reflects the duties and responsibilities of each person Including the form or nature of the remuneration.

Board of Directors Must perform duties as stipulated in the relevant laws. and supervise the operation to be in accordance with Corporate Governance Policy Board of Directors There will be provisions on ethics (Code of Conduct), the Board of Directors Charter. Sub-committees as necessary and appropriate (such as the Audit Committee and the Remuneration Committee, etc.), along with a clear charter for the performance of sub-committees. subcommittee as necessary and appropriate (such as the Risk Management Sub-Committee), together with a clear charter for the work of the sub-committee, and other documents that outline the performance and responsibilities of the committee (such as a director's manual, etc.). In addition, the Board of Directors will conduct a self-assessment of the Board of Directors' performance every year

1. Structure and Qualifications of the Board of Directors

      1.1 The structure of the Board of Directors consists of directors with various qualifications. in terms of skills, experiences, and specific abilities that are beneficial to the group And will disclose the number of years of being a director in the company. of each director through appropriate channels
      1.2 The Board of Directors will have a number of directors that are appropriate and sufficient to perform their duties efficiently. There must be no less than 5 people.
      1.3 The Board of Directors shall have independent directors who can freely give opinions on the work of the management in the number specified by the SEC.
      1.4 Term of office or retirement from office of director In addition to being in accordance with the law. It must also be in accordance with the Articles of Association of the company. prescribed at every annual general meeting of shareholders. One-third of the directors must retire by rotation. The directors who have been in office the longest shall retire from office. If the number of directors cannot be divided exactly into three parts then the number nearest to one-third shall be issued. Directors who retired by rotation for this reason may be re-elected at the shareholders' meeting
      1.5 The committee will determine the qualifications of persons to be The term of “independent director” shall be in accordance with the rules of the SEC and the SET. In addition, an independent director shall hold office continuously for not more than 9 years from the date of appointment as an independent director. first time Unless there is a necessity to further appoint the independent director.
      1.6 The Chairman of the Board and the Managing Director must not be the same person.
      1.7 The Board of Directors will select an independent director to be the Chairman of the Board.
      1.8 To ensure that directors are able to devote their time to performing duties in the company. sufficiently The Board of Directors will determine the number of companies that each director will hold positions in, which should not exceed 5 companies listed on the Stock Exchange of Thailand.
      1.9 The company will have a company secretary to perform duties in accordance with the law on securities and exchange. and related announcements

2. Subcommittee

      2.1 Board of Directors may appoint one or more sub-committees to support the Performance of the Board of Directors The aforementioned committees are responsible for reviewing various matters. of particular importance by the Board of Directors The Board of Directors will approve the appointment of sub-committee members and issuing sub-committee charters to prescribe various regulations. The composition of sub-committees, duties and responsibilities as well as other matters related to such sub-committees According to the Board of Directors considered appropriate. Each year, the Board of Directors will review the charter of each sub-committee
      2.2 At present, there are 4 sub-committees of the Company, namely Audit Committee, Nomination and Remuneration Committee, Risk Management Committee. and Executive Committee
      2.3 The chairman of the board will not be the chairman or member of any sub-committee. and not the same person as the director, managing director or top executive of the company
      2.4 The Board of Directors also has a policy to encourage non-executive directors, independent directors, and members of the Audit Committee to meeting among themselves as necessary to discuss issues Regarding management in the spotlight without management involvement

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

      3.1 The Board of Directors has the authority, duty and responsibility to manage the company in accordance with the law, objectives and regulations of the company. as well as legitimate resolutions of the shareholders' meeting. The scope of duties and responsibilities of the Board of Directors is in accordance with the Board of Directors Charter.
      3.2 The Board of Directors will regularly review the corporate governance policy and the implementation of such policy at least once a year.
      3.3 The Board of Directors requires the Group to Prepare written business ethics. To make all directors, executives and employees understand the ethical standards that the Group uses in its business operations. The Board of Directors will monitor the implementation of such Code of Conduct and make improvements to suit the changing internal and external circumstances of the Company.
      3.4 The Board of Directors will carefully consider conflicts of interest. The consideration of transactions that may have conflicts of interest will have a clear guideline and mainly for the benefit of the Group and shareholders as a whole. whereby stakeholders will not be involved in decision-making and the Board of Directors will supervise the compliance with the requirements relating to procedures and disclosure of information about transactions that may have conflicts of interest to be accurate and complete.
      3.5 The Board of Directors shall provide a control system for operations. financial reporting and compliance with regulations and policies, as well as providing individuals or units that are independent in performing their duties. is responsible for auditing such control systems and will review important systems At least once a year as well as reviewing the vision, mission and strategy of the company (Strategic direction) annually.
      3.6 The Board shall require the Management to periodically report to the Board on the implementation of risk management. There will be a review of the system or assessment of the effectiveness of risk management at least once a year.
      3.7 The Board of Directors or the Audit Committee will comment on the adequacy of the internal control system. and risk management in the annual report or through appropriate channels.
      3.8 The Board of Directors shall hold a meeting among non-executive directors at least once a year.

4. Board of Directors Meeting

      4.1 Scheduling meetings in advance:
            – The business group requires that the Board of Directors' meeting be held regularly. The Board of Directors' meeting is scheduled to be held at least once every 3 months. to consider the financial statements Policy formulation and performance monitoring And the Board of Directors must always be ready to attend the meeting. If there is a special meeting agenda 
            – The Board of Directors has set the meeting schedule in advance for each year and notified each director of the company. This does not include special meeting agendas.
      4.2 Sending meeting invitations : Secretary of the Board of Directors Prepare the invitation letter for the Board of Directors' meeting. In each meeting, the date, time, venue and agenda are clearly set and meeting documents are sent to the Board of Directors and attendees at least 7 days in advance to allow time for consideration. various matters or request additional information for consideration The meeting invitation letter should clearly specify the agenda that requires approval. along with complete and clear documents for consideration
      4.3 Number of meetings: Board of Directors Meetings are held at least once every 3 months. depending on the situation and necessity However, in case there are at least 2 directors, they can request to hold a meeting. The group must convene a meeting of the board of directors within 14 days from the date of receipt of the request.
      4.4 Attendees : By the minimum number of quorum at the time the directors vote at the board meeting that There must be at least two-thirds of the total number of directors. The Board of Directors can invite sub-committees, executives, external auditors and internal auditors of the Group. to attend the meeting as necessary and appropriate
      4.5 Voting: Use a majority vote system to resolve the meeting. In the event that the majority of votes are still unable to decide The chairman of the board can cast one more vote as a deciding vote. Directors who have interests in such matters must abstain from voting on such matters.
      4.6 Meeting Minutes : The Secretary of the Board of Directors takes minutes of the meeting. Since the directors attending the meeting must be responsible for the decisions made. And if any director has an opinion that is different from other directors or abstains from voting, such opinion must also be recorded. to show the scope of responsibility in such matters The company must complete the minutes of the Board of Directors' meeting within 14 days from the date of the meeting and keep it at the head office. In the event that the director requests The company must be able to deliver the minutes of the meeting quickly.

5. Board self-assessment

      5.1 Board of Directors and sub-committees The performance of the group and the individual will be self-assessed at least once a year. for the committee to jointly consider the work and problems for further improvement

6. Directors' remuneration

Board of Directors has appointed the Nomination and Remuneration Committee To be responsible for considering criteria and forms of determining necessary and appropriate remuneration for directors, both monetary and non-monetary, for the Board of Directors on an individual basis each year. by considering the following

      6.1 Remuneration of directors shall be arranged in a manner comparable to the practice in the industry, experience, duties, scope of roles and responsibilities. (Accountability and Responsibility) including benefits expected from each director.
      6.2 Set necessary and appropriate remuneration, both monetary and non-monetary, for the Board of Directors individually each year. by considering suitability to duties Responsibilities, performance, and comparisons with companies in similar businesses. and benefits expected from directors to propose to the Board of Directors for consideration and present to the shareholders' meeting for approval

7. Remuneration for the President or equivalent

The Nomination and Remuneration Committee will review the remuneration of the President or equivalent. to propose to the Board of Directors for approval by considering the following

      7.1 Remuneration of the Managing Director or equivalent will be in accordance with the principles and policies The committee set within the framework approved by the meeting. and for the utmost benefit of the Group
      7.2 All non-executive directors will be evaluating the President annually. To be used in determining the remuneration of the Managing Director. By using the criteria that have been agreed in advance with the Managing Director on a concrete basis.
      7.3 It is appropriately determined according to the company's remuneration structure. By considering the performance and in accordance with the duties and responsibilities assigned.

8. Executive Remuneration

The Nomination and Remuneration Committee will review the remuneration of the Executive Vice Presidents according to each line of work. and senior management According to the payment criteria have been considered. and presented to the Board of Directors for approval. by considering the following

      8.1 Determine remuneration Commissions, bonuses, gratuities and other benefits of executives are in accordance with the principles set by the Group. by considering the expansion of the business GROUP GROWTH AND PERFORMANCE Including the liquidity of the group or current economic conditions.
      8.2 Based on the performance of the executives and authority and responsibility
      8.3 The President will consider the appropriateness of the remuneration and annual salary adjustment of Executive Vice Presidents. It is based on the performance and results of operations of the Group. According to the payment criteria have been considered.
The Group has provided other remuneration for the President or equivalent and executives, namely provident funds. group life insurance, etc.

9. Development of directors and executives

      9.1 The Board of Directors shall promote training and educating those involved in the Company's corporate governance system. in order to continuously improve operations The training and knowledge may be done within the group or use the services of external institutions.
      9.2 Every time a new director is appointed. The management will provide documents and information that are beneficial to the performance of duties of new directors. Including an introduction to the nature of business. and guidelines for business operations of the Group for new directors
      9.3 The Board of Directors shall require the President to report at least once a year on the development and succession plan of the President. and senior management To support the expansion of the business group or events in which the person holding that position is unable to perform his or her duties.

10. Duties and Responsibilities of the Management

The Group has clearly separated the duties and responsibilities of the Board of Directors and the management as follows:

      10.1 Overseeing the overall operations of the Group in order to comply with the objectives of the Group's business operations and as assigned by the Board of Directors.
      10.2 Execute Strategy and business plan to achieve the goals according to Strategies and business plans approved by the Board of Directors.
      10.3 Carry out and carry out missions assigned by the Board. and according to the policy of the Board of Directors
      10.4 Issuing regulations, announcements, memorandums to ensure that the operations are in accordance with the policy.
      10.5 Coordinate within the organization, executives and employees to comply with policies and business directions received from the Board of Directors.
      10.6 Proceed to find new business opportunities and investments. related to the main business of the Group to increase revenue for the business group
      10.7 Consider and approve the payment of normal operating expenses in the amount approved by the Board of Directors.
      10.8 Supervise the work of employees in accordance with the policy. regulations Including operating with principles of good governance in doing business.
      10.9 Promote development of knowledge and abilities And the potential of employees to increase the potential of the organization.
      10.10 Prepare an annual budget for the operation of the organization. which is in accordance with the specified company policy
      10.11 The management approves the appointment, transfer and dismissal of employees as appropriate and appropriate.
      10.12 Carrying out other activities As assigned by the Board of Directors and senior executives on a case-by-case basis. There is no authority to approve matters or connected transactions that are not normal trade conditions. Acquisition and disposition of important assets of the Group and/or transactions of persons who may have conflicts of interest or having conflicts of interest in any other manner that will arise with the Group Except for transactions that are normal trade conditions that policies and criteria have been set. The transactions were approved in accordance with the policies and criteria approved by the Board of Directors and sought approval from the shareholders. In making connected transactions and acquisition or disposition of important assets of the Group in order to comply with the requirements of the Stock Exchange of Thailand on such matter

The Group has a Corporate Social Responsibility Policy and conducts business with regard to stakeholders, economy, society and the environment with morality, ethics and ethics, as well as having good governance as a guideline for the Group to operate its business. with honesty transparent fair and aware of negative impacts on economy, society, natural resources and environment To build confidence among shareholders, investors, employees, customers, stakeholders and all related parties. The Group is determined to maintain itself as a good role model for the society in conducting business. to comply with the interests of society and achieve sustainable development objectives 

Channels and whistleblowing methods Whistleblowers can report clues through 2 channels as follows:

Channel 1: Electronic mail by sending to whistleblowers any of the following faculties:

• Audit Committee auditcommittee@alt.co.th
• Board of Directors directors@alt.co.th 

Channel 2: Postal service, specifying the front of the envelope to the whistleblower any faculties and followed by the following address:

• ALT Telecom Public Company Limited 52/1 Moo 5 Bangkruay-Sainoi Road, Bangsithong, Bangkruay, Nonthaburi 11130 

Guidelines to prevent corruption

      The Group places importance on in preventing Finding benefits in the duties wrongly for oneself. or others in the following matters:

1. Bribes and Incentives
Do not give or receive bribes and inducements in any form, and do not authorize others to give or receive bribes and inducements on their behalf.

2. Gifts and Benefits 
Don't give or accept gifts. including any other benefits in order to induce wrongful acts or omissions of duties Or it may lead to improper waivers in business agreements. and to comply The criteria set forth in the Code of Conduct for Employees

3. Charitable donations and financial support 
Charitable contribution And the funding must be transparent. not against the law and morality

4. Activities and Political Contributions
The Group will not use Group funds or resources. used to support political Candidates for the competition are politicians or political parties. For political campaigns or political activities, unless such contribution is permitted by law. and support democracy as a whole. with approval from the group before operation 

5. Risk Management 
The Group has in place risk management related to misuse of benefits in order to ensure that can prevent or control such risks by specifying the assessment control and tracking Reporting risks related to misuse of duties in accordance with policies and management processes The risks identified by the Group 

• Guidelines on supervision and supervision to prevent and monitor fraud risks

The Group has established guidelines for supervision and supervision to prevent and monitor fraud and corruption risks. can be summarized as follows

      5.1 Provide an inspection process. Evaluate the internal control system. and risk management covering key work systems such as sales and marketing systems procurement, contracting, budget preparation and control system Accounting system, payment system, etc., in order to prevent and monitor the risk of fraud and corruption. Including giving suggestions on appropriate solutions.

      5.2 Provide channels for receiving information, clues or complaints of violations. Unlawful actions or business ethics of the Group or practices to prevent involvement with corruption or suspicion of financial reporting. or an internal control system with a policy to protect those who provide information or clues. and will keep the information of the informant confidential Including having measures to inspect and impose disciplinary sanctions of the company. and/or relevant laws In the event that a whistleblower can be contacted or complainant The Group will notify the results of the operation in writing.

• Guidelines for monitoring and evaluating the implementation of guidelines for preventing involvement in corruption

            5.2.1 Executives and employees are required to Self-assessment on compliance with the Good Corporate Governance and Business Ethics manual set by the Group. which includes good corporate governance policy Business Ethics of the Company Ethics on Supporting Anti-Fraud and Corruption Guidelines for preventing involvement in corruption and ethics/behaviours of employees regularly
            5.2.2 Set up an internal audit department. is responsible for auditing the internal control system risk management Corporate governance and continuous advice The audit is carried out in accordance with the annual audit plan approved by the audit committee. and report significant audit results and recommendations to the Audit Committee.
            5.2.3 The Risk Management and Internal Control Department Responsible for testing results and continuously assessing the risk of fraud and corruption. To ensure effective implementation of anti-fraud and corruption measures as well as regularly monitor, review and improve anti-fraud and corruption measures. by bringing the evaluation results to the Risk Management Committee and report to the Board of Directors respectively timely and consistently

6. If the fact-finding investigation reveals that information from investigations or complaints There is reasonable evidence to believe that the or actions which may have a significant impact on the financial position and the results of operations of the group, including violations Illegal action or business ethics of the company or guidelines for preventing involvement in corruption or doubts about financial transactions or internal control system The Audit Committee will report to the Board of Directors. To make improvements within the period that the Audit Committee deems appropriate to control within the group. Arrange for oversight of business operations of the Group. and a good control culture with an assessment Significant risks There must be effective control activities and proper segregation of duties, as well as an adequate and reliable information system. and follow up and evaluate the results of the internal control on a regular basis.

7. Human resource management, communication and training The Group places importance on effective human resource management. and communicate, educate and train on prevention policies. Finding benefits in the wrongful duty and guidelines on a regular basis to encourage those involved to understand and work properly

8. No violation of human rights and intellectual property or copyright The Group has a clear policy not to violate or take any action. which is a violation of human rights, not violating, including not supporting intellectual property or copyright violations in various forms whether direct or indirect violation by doing the following: 

      8.1 The business group supports and encourages employees to use their knowledge and abilities in research and development. to invent invent new tools, equipment and innovations modern by international standards can actually use without violating the intellectual property of others
      8.2 Conduct oneself in accordance with the laws related to intellectual property and copyright, such as the law on trade marks. patent law copyright laws or related laws 
      8.3 The Group has audited the use of the software program system. and hardware used in tools/equipment for work to prevent the use of software programs and/or pirated hardware or not related to work
      8.4 Upon termination of employment, the intellectual property must be handed over to Including various works returned to the company regardless of the data stored in any form.

                                                                                                       This will be effective from February 23, 2021 onwards.

                                                                                                                                 Mrs. Preeyaporn Tangpaosak
                                                                                                                                    President
                                                                                                                          ALT Telecom Public Company Limited