Charter

Subcommittee

On June 15, 2015, the Board of Directors appointed 4 sub-committees to help relieve the burden of the Board of Directors. All sub-committees will perform their duties according to the charter. which clearly defines the duties and responsibilities

Audit Committee

The Board of Directors has appointed the Audit Committee to assist the Board of Directors in performing their duties responsible for reviewing the quality and reliability of the accounting system, audit system, internal control system, and auditing system. as well as the Company's financial reporting process. with complete qualifications according to the regulations of the Securities and Exchange Commission of Thailand as of December 31, 2019. The Audit Committee consists of 3 independent directors, namely: 

คณะกรรมการสรรหา กำหนดค่าตอบแทน และบรรษัทภิบาล

Nomination and Remuneration Committee It is responsible for recommending the structure, size and composition of the Board of Directors and sub-committees as well as determining the qualifications, process and criteria for nomination of nominees for selection according to the structure, number and composition of the Board of Directors as specified by the Board of Directors. have defined as well as to consider and nominate a person to be elected as a director of the Company various sub-committees, including the President To be presented to the Board of Directors and the shareholders' meeting for further consideration. It also considers and recommends compensation and evaluates the performance of such positions. In order for the Company to have sustainable development, as of December 31, 2019, the Company's Nomination and Remuneration Committee consists of 3 members as follows:

Risk Management Committee

The Risk Management Committee is responsible for setting policies and guidelines for overall risk management of the Company. which covers important types of risks such as financial risks Investment Risk and risks that affect the reputation of the business. As of December 31, 2019, the Risk Management Committee consisted of 6 members from the previous 7 members (due to retirement from office and not renewal), consisting of 

Board of Directors

Board of Directors It is responsible for supervising the operations of the company in accordance with the vision, mission, strategies and policies of the Board of Directors, laws, conditions, rules and regulations of the company. The Executive Committee must exercise discretion in making business decisions for the best interests of the Company and its shareholders. As of December 31, 2019, the Executive Committee consisted of 7 members from the original 6 members (due to 2 new appointments and retired 1 person) consisting of 

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This Charter is prepared by ALT Telecom Public Company Limited. The Board of Directors of the Company will review and evaluate this Charter annually. 

Objective

      Board of Directors Appointed by the shareholders and considered as the representative of the shareholders It is responsible for making important decisions on the company's policies and strategies. and to ensure that the management implements the policies and strategies as defined. therefore plays an important role in building confidence create value for the business as well as generate return on investment for shareholders.

Composition and Appointment of the Board of Directors

1. Selection of persons to be appointed as directors of the Company will be selected through selection from the Nomination and Remuneration Committee. Which will be considered and selected according to the qualifications according to Section 68 of the Public Limited Company Act B.E. 2535 and the announcement of the Securities and Exchange Commission. and/or relevant laws In addition, the selection of qualified directors with backgrounds and expertise from various fields will be beneficial to the Company's operations in providing advice. comments on various matters From the point of view of those who have direct experience have a far-reaching vision Moral and ethical Have a transparent work history and have the ability to express opinions independently Then bring the name list to the shareholders' meeting for consideration and appointment.

2. Board of Directors It consists of not less than 5 directors and not less than half of the total number of directors must reside in the Kingdom and not less than three-fourths of the total number of directors must be of Thai nationality. And in the total number of the Board of Directors must consist of independent directors at least one-third of the total number of directors of the company. but must not be less than 3 persons. The appointment of the Board of Directors must be approved by the shareholders' meeting. according to the following criteria and methods

      2.1 A shareholder has a vote equal to the number of shares held multiplied by the number of directors to be elected.

      2.2 Each shareholder will use all the votes he has according to Item 1 to elect one person or several persons. can be a director In the event that several persons are elected as directors, votes can be divided among any person.

      2.3 Persons receiving the highest number of votes in descending order will be elected as directors equal to the number of directors to be elected at that time. In the event that the number of votes cast for candidates in descending order is equal, which would otherwise cause the number of directors to be exceeded, the chairman shall have a casting vote.

      In addition, at every annual general meeting One-third of the directors shall retire. If the number of directors to be retired is not evenly divided, the number closest to one-third shall retire. Directors who have retired may be re-elected. The directors to retire from office in the first and second years after the registration of the Company shall be drawn by lots to determine who shall retire. As for the following years, the director who has been in office the longest is the one who retires. Directors retiring by rotation may be re-elected.

      In the event that a director's position becomes vacant due to reasons other than retirement by rotation The Board of Directors shall select a person who is qualified and does not have prohibited characteristics according to Section 68 of the Public Act B.E. 2535 and/or relevant laws. as a substitute director at the next Board of Directors' meeting. Unless the remaining term of the director is less than 2 months, the person who replaces the director will be in the position of director only for the remaining term of the director he replaces and must receive a resolution of the Board of Directors with a vote of not less than 3 4 of the remaining directors

Qualifications of Company Directors

1. Having qualifications and not having prohibited characteristics under the Securities and Exchange Act. or according to the criteria set by the Office of the Securities and Exchange Commission as well as not having any characteristics indicating a lack of suitability to be entrusted with managing a publicly held business as specified by the SEC Office (Attachment 1).

2. Have knowledge, ability and experience that are beneficial to business operations. Have determination and ethics in conducting business According to the Board Skill Matrix table for legal, accounting, finance, economics, engineering and management. To integrate knowledge and skills that are beneficial to the operations of the company.

3. Be able to exercise honest discretion independent of management and other beneficiary groups.

4. Able to devote sufficient time to the company and pay attention to the performance of duties according to their responsibilities

5. ต้องไม่ประกอบกิจการอันมีสภาพเดียวกัน และเป็นการแข่งขันกับกิจการของบริษัท หรือเข้าเป็นหุ้นส่วนในห้างหุ้นส่วนสามัญ หรือเป็นหุ้นส่วนไม่จำกัดความรับผิดในห้างหุ้นส่วนจำกัด หรือเป็นกรรมการของบริษัทเอกชน หรือบริษัทอื่นที่ประกอบกิจการอันมีสภาพอย่างเดียวกัน และเป็นการแข่งขันกับกิจการของบริษัท ไม่ว่าจะทำเพื่อประโยชน์ตนหรือเพื่อประโยชน์ผู้อื่น เว้นแต่ได้แจ้งให้ที่ประชุมผู้ถือหุ้นทราบก่อนที่จะมีมติแต่งตั้ง

      The details of the qualifications of the company's directors. The board should ensure that the recruitment and selection process is transparent and clear. To obtain qualified directors in accordance with the elements specified in the Company's succession plan policy.

Duties and responsibilities of the Board of Directors

      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 shareholders' meetings In summary, authority and important responsibilities as follows:

1. Have authority and duties according to the Company's Articles of Association. This includes supervising and managing the company in accordance with the law, objectives, regulations and resolutions of the shareholders' meeting.

2. Set vision, mission, goals, strategies and policies of the company.

3. Approve Strategy important policies, objectives, goals in terms of business operations asset management, finance, fundraising, investment and risk management of the company as well as monitoring and supervising the implementation of the specified work plans to be effective.

4. Consider screening items that must be proposed to the shareholders for approval in the shareholders' meeting. The main agenda for the Annual General Meeting of Shareholders is as follows:

  • Consider the report of the Board of Directors presented to the meeting showing the Company's performance.
  • Consider and approve the financial statements.
  • consider the allocation of company profits
  • Propose a list of new directors to replace the former directors who retired by rotation.
  • Propose the list of auditors and determine the auditor's remuneration.
  • Considering transactions that may cause conflicts of interest In the part that requires approval from the shareholders
  • Other matters 

5. Provide a general information report. and financial information of the company To accurately report to shareholders and stakeholders or general investors. timely and in accordance with the law

6. Acknowledge important audit reports of the Audit Committee or internal audit and regulatory agencies. including the auditor and advisors to various departments of the company and is responsible for determining guidelines for improvement In the event that a significant defect is found

7. Establishing clear and appropriate operating regulations and providing a transparent and efficient internal control system.

8. Review the adequacy and suitability of the company's internal control system and risk management.

9. Arrange for a process to continuously create senior executives of the company to replace (Succession Plan).

10. Evaluate the performance of the Board of Directors and sub-committees. as well as overseeing that the Company has an effective process for evaluating the performance of senior executives.

11. Appointment of Audit Committee and give approval on the authority and duties of the Audit Committee.

12. Consider the management structure. Has the power to appoint the executive committee. President and other sub-committees as appropriate Including the determination of the scope of authority and duties of the Executive Committee. President and various committees appointed to assist and support the performance of the Board of Directors 
However, the delegation of authority within the specified scope of authority must not be in the manner of delegation that causes Board of Directors President and various sub-committees Such directors can consider and approve transactions that may have interests or any other conflicts of interest made with the Company or its subsidiaries (if any), except for approval of transactions in accordance with the policies and criteria considered and approved by the Board of Directors. already

13. Determine and change the names of directors who have authority to bind the company. 

14. Appoint one or more directors or other persons to act on behalf of the Board of Directors.
The Company. In this regard, the authorized person must not have the authority to approve the transaction that such person or person may have conflicts of interest. (“Person who may have conflicts” shall have the meaning as defined in the announcement of the Securities and Exchange Commission) has an interest or may have a conflict of interest in any other manner with the Company or its subsidiaries. except for the following Can be done only after obtaining approval from the shareholders' meeting first. In this regard, the transactions that directors or persons who may have conflicts having an interest Or there may be any other conflicts of interest with the Company or its subsidiaries. The director who has an interest in the matter has no right to vote on that matter
  • Matters required by law to be approved by the shareholders' meeting
  • Transactions where directors have interests and are within the scope of the law Or the regulations of the Stock Exchange of Thailand require approval from the shareholders' meeting.
  • In addition, the following cases must be approved by the Board of Directors' meeting and the shareholders' meeting with a vote of not less than three-fourths of the total number of shareholders' votes. attending the meeting and having the right to vote

          - Sale or transfer of all or important parts of the Company's business to other persons

          - Making, amending or terminating the contract In connection with the lease of all or important parts of the Company's business 
          Assigning other people to manage the business of the company or the merger of the business with other persons for the purpose of sharing profit and loss
 
          - Issuance of new shares to pay creditors of the company. according to the Debt to Equity Conversion Scheme
          - Reduction of the registered capital of the company by reducing the number of shares or decrease the share value
          - Capital increase, capital reduction, issuance of debentures Amalgamation or dissolution of the company
          - เรื่องอื่นใดตามที่กฎหมายกำหนด

In this regard, any matter in which the director has an interest or has a conflict of interest with the Company or its subsidiaries. Directors who have interests or conflicts of interest are not entitled to vote on that matter.

In addition, the Board of Directors has the scope of duties to supervise the Company to comply with the Securities and Exchange Act. regulations of the Stock Exchange of Thailand such as connected transactions Acquisition or disposition of assets according to the regulations of the Stock Exchange of Thailand or as announced by the Securities and Exchange Commission Capital Market Supervisory Board or laws related to the company's business

The company must appoint a company secretary. According to various processes correctly and appropriately in performing duties and responsible for the Company's business operation to be successful and successful.

Duties and Responsibilities of the Company Secretary

1. Give preliminary advice to directors on legal matters. regulations of the Company, including significant changes in terms and conditions for directors so that the Board of Directors can work smoothly and have information for consideration and make decisions in performing duties responsibly caution and honesty

2. Prepare and store the following documents
• Director Registration
• Notice of the Board of Directors Meeting Board Meeting Minutes and the company's annual report
• Invitation letter for the shareholders' meeting and minutes of the shareholders' meeting
• Report on interests of directors and executives.

3. Supervise the disclosure of information and information reports in the part that is responsible to the agencies that supervise the company in order to comply with the regulations and requirements of government agencies.

4. Keep reports of conflicts of interest reported by directors or executives. And submit a copy of the report of interest to the Chairman of the Board of Directors and the Chairman of the Audit Committee within 7 days from the date the company received the report.

5. Provide a system for keeping relevant documents and evidence to be complete, accurate and verifiable.

6. Contact and communicate with general shareholders to acknowledge the rights of shareholders and company news.

Board Meeting

1. Scheduling of meetings in advance:

      – The Company has set up a meeting of the Board of Directors regularly. The Board of Directors' meeting is scheduled to be held at least once every 3 months. to consider . . 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.

2. Delivery of 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

3. Number of meetings: Board of Directors Meetings are held at least once every 3 months. depending on the situation and necessity In the event that at least 2 directors can request a meeting. The company must hold a board meeting within 14 days from the date of request.

4. Meeting attendees : The minimum number of quorums at the time the directors vote in the Board of Directors' 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 company. to attend the meeting as necessary and appropriate

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.

6. Minutes of the meeting: 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 case the directors have a request, the company must be able to deliver the minutes of the meeting quickly.

Announced on February 23, 2021

Mr. Anant Vorrathitipong
 Chairman of the Board

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This Charter is prepared by ALT Telecom Public Company Limited. The Company's Audit Committee will review and evaluate this Charter annually. and propose improvements for the Board of Directors to consider and approve. 
 
Objective
            The Audit Committee is a sub-committee of the Board of Directors that has been appointed. To help lighten the mission of the Board of Directors in the operation and for the business to have a good governance system The Audit Committee was established with the aim of enhancing operational efficiency and adding value to the organization in the following areas: 
 
            1. Confidence and credibility as well as transparency of published financial reports 
            2. Increase more caution in performing duties of the Board of Directors. The Audit Committee will take into account their own responsibilities towards
              2.1 Financial information reporting 
              2.2 Selection of appropriate accounting policies
              2.3 Financial management
              2.4 Internal control system and internal audit
              2.5 Compliance with relevant regulations and laws
              2.6 Business Risk Management and Control
              2.7 Recommendations for the appointment and evaluation of the performance of certified public accountants 
            3. Provide opportunities for the Board of Directors has considered other matters aside from financial reporting and internal control systems in more depth and increase the efficiency of management in other areas 
            4. Strength in roles and authority of external directors
            5. Strengthen directors' understanding of the scope of the audit that has been established.
 
             In performing duties of the Audit Committee Must maintain a working relationship with the Board of Directors, executives, including external auditors and internal auditors of the company. and to operate efficiently Each member of the Audit Committee is required to develop and maintain their expertise and knowledge and understanding of their responsibilities. Including understanding of the business and damages of the company.
 
Composition and Appointment of the Audit Committee
            1. The Board of Directors appoints the Audit Committee. by selecting from independent directors The aforementioned audit committee There must be at least 3 people. 
            2. Independent Director appointed as Audit Committee Must have qualifications according to the regulations of the SEC Office. and/or the Stock Exchange of Thailand, where at least 1 person should have knowledge, understanding or experience in accounting. and/or finance
            3. Each term of office is 3 years. However, the Audit Committee may be reappointed according to the term approved by the Board of Directors. But it's not an automatic renewal.
            4. The Audit Committee appoints the Secretary to the Audit Committee. To assist the Audit Committee with regards to scheduling meetings. Prepare an agenda Delivery of meeting documents and minutes of meetings 
 
Qualifications of the Audit Committee
            1. Be an independent director with qualifications as specified by the SEC and/or the SET. (See details in the topic of definition of independence of independent directors.)
            2. Not being a director assigned by the Board of Directors To decide on the business operation of the applicant, parent company, subsidiary company, associated company, same-level subsidiary company major shareholder or the controlling person of the applicant, and
            3. Not being a director of a parent company, a subsidiary or a subsidiary of the same level, only a listed company.                                   
            4. Have duties in the same manner as specified in the announcement of the Stock Exchange of Thailand concerning the qualifications and scope of work of the audit committee. (Annex 1)
            5. Having sufficient knowledge and experience to be able to perform duties as an audit committee, provided that at least one member of the audit committee must have sufficient knowledge and experience to be able to review the reliability of financial statements. can
 
Definition of Independence of Independent Directors
            The Nomination and Remuneration Committee will jointly consider preliminary qualifications of persons to be appointed as independent directors. By considering the qualifications and prohibited characteristics of directors under the Public Limited Company Act. Securities and Exchange Law Notification of the Securities and Exchange Commission Announcement of the Capital Market Supervisory Board Announcements of the Stock Exchange of Thailand, including relevant announcements, rules and/or regulations. In addition, the Board of Directors will select independent directors from experts. work experience and other suitability in combination. Then, it will be proposed to the shareholders' meeting for consideration and appointment as a director of the Company. The company has a policy to appoint independent directors at least one-third of the total number of directors of the company. but not less than three persons with the following features
            1. Holding shares not exceeding 0.5 percent of the total number of shares with voting rights of the company, parent company, subsidiary company, associated company, major shareholder or controlling person of the company, including the shares held by related persons of that independent director as well.
            2. Not being or having been an executive director, employee, staff, advisor who receives regular salary. Or a controlling person of the company, parent company, subsidiary company, associated company, same-level subsidiary company major shareholder or of the person having control over the company Unless he or she has retired from such a position for not less than two years before the date of appointment as an independent director. or consultant of government agencies which are major shareholders or a controlling person of the company
            3. Not being a person related by blood or by legal registration as parents, spouses, siblings, and children, including spouses of children of other directors, executives, major shareholders controller or a person who will be nominated as another director Executives or controlling persons of the company or its subsidiaries
            4. Not having or having had a business relationship with the Company, parent company, subsidiary company, associated company, major shareholder or a controlling person of the company in a manner that may obstruct the exercise of independent judgment Including not being or having been a significant shareholder Or a controlling person of a person having a business relationship with the company, parent company, subsidiary company, associated company, major shareholder or a controlling person of the company Unless he or she has retired from such a position for not less than two years before the date of appointment as an independent director. such business relationship Including commercial transactions that are normally done for business operations. Renting or renting real estate Transactions relating to assets or services or giving or receiving financial assistance. by accepting or lending, guaranteeing, providing assets as collateral for liabilities including other similar behaviors As a result, the company or the counterparty has an obligation to pay to the other party. from three percent of the net tangible assets of the company or from twenty million baht or more However, the calculation of such indebtedness shall be in accordance with the method for calculating the value of connected transactions pursuant to the Notification of the Capital Market Supervisory Board on Rules for Connected Transactions mutatis mutandis. such debt Including debt obligations incurred during one year prior to the date of business relationship with the same person.
            5. Not being or having been an auditor of the company, parent company, subsidiary company, associated company, major shareholder or a controlling person of the company and not being a significant shareholder controller or partners of the audit firm which has auditors of the company, parent company, subsidiaries, associated companies, major shareholders or the controlling person of the company is affiliated with Unless he or she has retired from such a position for not less than two years before the date of appointment as an independent director.
            6. Not being or having been a professional service provider, including legal advisor or financial advisor. which receives service fees of more than two million baht per year from the Company, parent company, subsidiary company, associated company, major shareholder or a controlling person of the company and not being a significant shareholder controller or partner of that professional service provider as well Unless he or she has retired from such a position for not less than two years before the date of appointment as an independent director.
            7. Not being a director who has been appointed as a representative of the company's directors. major shareholder or shareholders who are related to major shareholders
            8. Not operating a business that has the same nature and is in significant competition with the business of the Company or its subsidiaries. or not being a significant partner in a partnership or being an executive director, employee, staff, consultant who receives regular salary or holds more than one percent of the total number of shares with voting rights of another company. which operates a business that has the same nature and is in significant competition with the business of the Company or its subsidiaries
            9. Not having any other characteristics that make him unable to express independent opinions on the operations of the company.
 
Authority of the Audit Committee 
            The Board of Directors assigns the Audit Committee has the power to take the following actions     
 
            1. Perform duties within the scope of duties and responsibilities specified in the Charter of the Audit Committee. 
            2. Invite directors, executives or officers of the company to attend the meeting or clarify or answer questions about the business and operations of the company, subsidiaries, joint ventures. and joint venture projects which are within the scope of duties and responsibilities of the Audit Committee 
            3. Consult with experts or consultants of the company (if any) or hire outside consultants or experts. if necessary at the company's expense   
            4. Inspect and investigate as necessary in various matters, as well as request the company's information as necessary in order to successfully perform the duties under the responsibilities of the Audit Committee. 
     
Duties and Responsibilities of the Audit Committee 
            To comply with the duties according to the announcement of the Stock Exchange of Thailand. Regarding the qualifications and scope of work of the Audit Committee B.E. 2558, the duties and responsibilities of the Audit Committee are defined as follows
            1. Review to ensure that the Company's financial reports are accurate and sufficient in accordance with accounting standards. By coordinating with auditors and executives who are responsible for preparing both quarterly and annual financial reports, the Audit Committee may recommend the auditor to review or examine any items that are deemed necessary and appropriate. Important matters during the audit of the company's accounts.
            2. Review the company's internal control system (Internal Control) and Internal Audit (Internal Audit) that are appropriate and effective by reviewing together with the auditor and internal auditor. Consider the independence of the internal audit office and/or external auditors. as well as to approve the appointment, transfer, termination of employment of the top executive of the Internal Audit Office and/or the internal auditor who is a third party.
            3. Review to ensure that the company complies with the law on securities and stock exchange. regulations of the stock exchange or laws related to the business of the company
            4. Consider, select, nominate and dismiss an independent person to act as the Company's auditor. Including considering the auditor's remuneration by taking into account the credibility. resource sufficiency and the amount of audit work of that auditor company Including the experience of personnel assigned to audit the company's accounts. And arrange a meeting with the Company's auditor without the presence of the management at least once a year. 
            5. Consider connected transactions or transactions that may have conflicts of interest. Comply with the laws, notifications, regulations of the Stock Exchange of Thailand. Securities and Exchange Commission and the Capital Market Supervisory Board to ensure that such transactions are reasonable and in the best interests of the Company.
            6. Consider the acquisition or disposition of the Company's assets. The size of the transaction must be approved by the Audit Committee as required by law, notifications and regulations of the Stock Exchange of Thailand. and regulations of the Securities and Exchange Commission and the Capital Market Supervisory Board
            7. Prepare a report of the Audit Committee to be disclosed in the Company's annual report. The said report must be signed by the chairman of the audit committee. and must contain at least the following information
              (a) an opinion on the accuracy, completeness and credibility of the Company's financial reports
              (b) an opinion on the sufficiency of the company's internal control system
              (c) an opinion on the compliance with the law on securities and exchange, the regulations of the Stock Exchange of Thailand or laws related to the company's business
              (d) an opinion on the suitability of an auditor
              (e) an opinion on transactions that may have conflicts of interest
              (f) Number of audit committee meetings Meeting attendance of each member of the Audit Committee
              (g) Opinions or overall observations received by the Audit Committee from its performance of duties in accordance with the Charter.
              (h) Other reports that shareholders and general investors should know under the scope of duties and responsibilities assigned by the Board of Directors.
            8. The audit committee must assess performance by self-assessment as a group. and report assessment results with problems Obstacles in the work that may cause the work to fail to achieve the objectives of the establishment of the audit committee to be informed to the directors every year.
            9. Approve the internal audit plan. as well as consider acknowledging the performance reports of the Internal Audit Office and/or external auditors.
            10. Review and update the charter of the Audit Committee. and proposed to the Board of Directors for approval.
            11. In performing duties of the Audit Committee If it is found or suspected that there are items or actions that may
      significant impact on financial position and the performance of the company The audit committee must
      Report to the Board of Directors To make improvements within the time of the Audit Committee.
      deem appropriate. Such transactions or actions are as follows:
              (a) Transactions that cause conflicts of interest
              (b) fraud or abnormality or material defect in the internal control system
              (c) Violation of securities and exchange laws SET REQUIREMENTS or laws related to the company's business
            12. Proceed to investigate matters notified by the auditor of the company. In the event that the auditor finds suspicious behavior that a director, manager or person responsible for the company's operations has committed an offense as specified in the Securities and Exchange Act. and report the results of the preliminary examination to the Office of the Securities and Exchange Commission and the auditor within 30 days from the date of notification from the auditor.
            13. To perform any other tasks as assigned by the Board of Directors and approved by the Audit Committee.
 
            In performing duties within the scope of authority, the Audit Committee has the power to summon instruct the management head of agency or employees of related companies give an opinion Participate in meetings or submit documents as deemed relevant and necessary. The Audit Committee may seek advice from independent external consultants or other professional experts. If deemed necessary and appropriate, the Company will be responsible for all expenses.
 
Audit Committee Meeting
            1. Delivery of meeting invitations : Secretary of the Audit Committee Prepare a meeting invitation letter for the Audit Committee In each meeting, the date, time, venue and agenda are clearly set and meeting documents are sent to the Audit Committee and attendees in advance for a reasonable period of time. (or for not less than 7 days) in order to have time to consider various matters or to request additional information for consideration. In this regard, various matters under the duties and responsibilities of the Audit Committee are specified as follows:  
              • Consideration of financial statements and relevant financial reports. Accounting Principles and Practices Compliance with generally accepted accounting standards the existence of the business Significant changes in accounting policies Including the reasons of the management regarding the determination of accounting policies before proposing to the Board of Directors for dissemination to shareholders and general investors.
              • Consideration of internal control system (Internal Control) and Internal Audit (Internal Audit).
              • Reviewing the Company's annual audit plan (Audit Plan), coordinating procedures of relevant audit plans, and evaluating audit results with internal auditors and auditors. To ensure that such audit plan helps to detect fraud or various deficiencies in the internal control system.
              • Considering with internal auditors the problems or limitations that arise during the audit. and review the performance of internal auditors
              • Considering together with the auditor the problems or limitations arising from the audit of the financial statements.
              • Consideration with internal auditors and external auditors. To plan a review of methods and controls for electronic data processing. and security specifically for Prevent fraud or misuse of electronic information systems by company employees or third parties.
              • Reviewing transactions that may cause conflicts of interest such as connected transactions of the Company, etc.
              • Consideration of self-assessment regarding the performance of duties and responsibilities as assigned. 
            2. Number of meetings: Audit Committee Meetings are held at least once every 3 months. depending on the situation and necessity 
            3. Attendees : Audit Committee External auditors and internal auditors should be invited.
company to present and may invite others who are not members of the Audit Committee, such as related executives Attend the meeting as necessary and appropriate.
            4. Voting: Use a majority vote system. as a resolution of the meeting 
            5. Minutes of Meeting : Secretary of the Audit Committee is the person who takes minutes of the meeting The minutes of such meeting must be submitted to the Audit Committee and the Company Directors who attended the meeting. as well as forwarding to the auditor to confirm the information and notify the audit committee concerning matters Or should receive special attention within 14 days from the date of the audit committee meeting. 
      
Board Reporting
            The Audit Committee has the duty and responsibility to report on the activities of the Audit Committee. or any other duties assigned by the Board of Directors The Audit Committee's report is important to the Board of Directors. Shareholders and general investors Since such report is an independent and honest opinion of the audit committee. and assures the Board of Directors that the management has carefully managed and takes into account the interests of all shareholders equally.  
            1. Reporting to the Board of Directors
              1.1 Report activities performed on a regular basis. So that the Board of Directors will be aware of the activities of the Audit Committee. 
                • Minutes of the Audit Committee Meeting which clearly states the opinions of the Audit Committee on various matters
                • Summarize reports on activities performed during the year.
                • Report on opinions on financial reports. Internal Audit and Internal Audit Process
                • Any other reports that the Board of Directors should be aware of. 
            1.2 Immediately report findings so that the Board of Directors can find solutions in time 
                • List of conflicts of interest.
                • Suspicion or assumption that there may be fraud. or something is wrong or significant defects in the internal control system 
                • Suspicion that there may be a violation of securities and exchange laws. SET REQUIREMENTS or relevant laws of the company 
                • รายงานอื่นใดที่เห็นว่าคณะกรรมการบริษัทควรทราบ 
            2. Reporting to the authorities:
            If the audit committee has reported to the board of directors about things that have a significant impact on the financial position and operating results. and have discussed together with the Board of Directors and executives that improvements must be made At the expiration of the time set together If the audit committee finds that such corrective actions are ignored without reasonable grounds Audit Committee one person or the audit committee May report such findings to the Securities and Exchange Commission. or the Stock Exchange of Thailand 
            3. Reporting to shareholders and general investors
            Report on activities performed during the year. According to the duties and responsibilities assigned by the Board of Directors, such reports are signed by the Chairman of the Audit Committee. And disclosed in the company's annual report. 
 
Announced on February 24, 2020         
 
Approved                               
 
General Sitisak Tayparsit                 
(Chairman of the Audit Committee)               

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Charter of the Risk Management Committee

ALT Telecom Public Company Limited

This Charter is prepared by ALT Telecom Public Company Limited. The Company's Risk Management Committee will review and evaluate this Charter annually.

Objective

                In order for the establishment of the risk management committee to be in line with best practices and principles of good corporate governance (Good Governance), as well as for executives and employees to be aware of the roles and responsibilities of the executives and employees involved.

Structure of the Risk Management Committee

The Risk Management Committee is appointed by the Board of Directors. The board consists of

  1. At least 1 independent director
  2. MD or CEO or Managing Director
  3. Executive

Term of office

                The Risk Management Committee has a term of office of 3 years and according to the term of office as a director of the Company. Members of the Risk Management Committee who retire by rotation may be re-appointed.

Duties and responsibilities of the Risk Management Committee

  1. Propose to the Board of Directors to determine the risk management policy and acceptable risk level.
  2. Set policies and guidelines for risk management (Risk Management Policy) as a whole of the company, which covers important types of risks such as financial risk investment risks and risks that affect the reputation of the business, etc., to be presented to the Board of Directors for approval.
  3. Define the company's risk management plan, framework and process. in line with the risk management policy and follow up on implementation including reviewing the effectiveness of the risk management framework
  4. Review the risk management report. and take steps to ensure that risk management is adequate and appropriate. Able to manage risks to an acceptable level And risk management has been implemented continuously.
  5. Develop and review the Company's risk management system to ensure efficiency and effectiveness on a continual basis. The evaluation and monitoring of the risk management process are regularly performed in accordance with the established policies.
  6. Set up a risk management working group as necessary. Including supporting the risk management working group in terms of personnel, budget and other necessary resources. in accordance with the scope of responsibility
  7. Coordinate regularly with the Audit Committee by exchanging knowledge and information about risks and internal controls that affect or may affect the Company. 
  8. Make decisions and advise on key issues that arise in the risk management process.
  9. Submit a report on the performance of the Risk Management Committee to the Audit Committee for acknowledgment and/or consideration every 6 months.
  10. Perform other duties as assigned by the Board of Directors.

Meetings and reports

  1. Risk Management Committee Organize or call meetings as deemed appropriate at least 2 times a year and have the power to call additional meetings as necessary. The quorum consisted of Risk Management Committee not less than half of the total number of directors
  2. Chairman of the Risk Management Committee Act as the chairman of the meeting in case the Chairman of the Risk Management Committee Absent from the meeting or unable to perform duties, the Risk Management Committee who attended the meeting Risk Management Committee One person was the chairman of the meeting.
  3. Resolutions of the Risk Management Committee can be done by holding a majority of votes. with any interest on the matter under consideration must not participate in expressing opinions and has no right to vote on that matter
  4. Delivery of the meeting invitation letter to Risk Management Committee to be delivered in advance of the meeting except in case of necessity or urgency will notify the meeting by other means or an earlier meeting date can be set by having the secretary of the Risk Management Committee is the person who takes minutes of the meeting
  5. Risk Management Committee able to invite relevant persons to the meeting to clarify the facts to the meeting The risk management committee can be informed.

Announced on February 27, 2017                          

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Nomination and Remuneration Committee Charter

ALT Telecom Public Company Limited (มหาชน)

 

                This Charter is prepared by ALT Telecom Public Company Limited. The Board of Directors of the Company will review and evaluate this Charter annually.

Objective

                Nomination and Remuneration Committee Appointed by the Board of Directors to promote good corporate governance It is responsible for determining criteria and policies for nomination and determination of remuneration for company directors. and sub-committees, as well as recruiting, selecting and nominating suitable persons to hold the position of the Company's directors and determining remuneration for the Company's directors. as well as performing other tasks As assigned and presented to the Board of Directors and/or the shareholders' meeting, as the case may be

Composition of the Nomination and Remuneration Committee

  1. Nomination and Remuneration Committee Appointed by the Board of Directors and consists of at least 3 directors and executives, with not less than 1/3 of the total number of directors must be independent directors.  
  2. Independent Director, holding the position of Chairman of the Nomination and Remuneration Committee

Term of office

  1. Member of the Nomination and Remuneration Committee has a term of office for 3 years each time
  2. Member of the Nomination and Remuneration Committee May be re-appointed as the Board of Directors deems appropriate.
  3.  In addition to the retirement from office under item 1, the Nomination and Remuneration Committee Will retire when

                                - Resign

                                – The Board of Directors resolved to retire from office.

      4. Board of Directors Has the authority to appoint additional members of the Nomination and Remuneration Committee. for the benefit of following
           Objectives or to replace members of the Nomination and Remuneration Committee who vacate office according to item 1 or 3 by the person appointed
           Members of the Nomination and Remuneration Committee who are substituted according to item 3 shall be in office only for the remaining term of the Nomination and Remuneration Committee.
           set compensation which he only represents

Scope of duties and responsibilities

                Nomination and Remuneration Committee Perform duties as assigned by the Board of Directors. with the scope of duties and responsibilities as follows:

                Recruitment

  1. Set criteria and policies for recruiting company directors. and sub-committees By considering the suitability of the number, structure and composition of the Board of Directors, determining the qualifications of directors to propose to the Board of Directors. and/or proposed to the shareholders' meeting for approval, depending on the case.
  2. Consider recruiting, selecting and nominating suitable persons to serve as directors of the Company who have completed their terms and/or vacancies and/or additional appointments.
  3. Consider the list of nominees. and selecting persons who have qualifications consistent with the qualification criteria set forth
  4. Proceed with approaches to individuals who meet the predetermined eligibility criteria. To ensure that such person is willing to take the position of director of the company. If appointed by the shareholders
  5. Perform any other operations related to recruitment as assigned by the Board of Directors.
  6. Evaluate the performance of the President To propose to the Board of Directors' meeting for approval.

                Compensation

  1. Prepare criteria and policies for determining the remuneration of the Board of Directors. and sub-committees to propose to the Board of Directors and/or propose to the shareholders' meeting for approval, depending on the case.
  2. Set necessary and appropriate remuneration, both monetary and non-monetary, for the Board of Directors. companies 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
  3. Responsible for the Board of Directors and has a duty to give explanations Answer questions about the remuneration of company directors at the shareholders' meeting.
  4. Consider the criteria for the performance evaluation of the President Deputy Managing Director by Line and senior executives as assigned by the Board of Directors
  5. Policy report, principles/reasons for determination of remuneration for directors and executives according to the regulations of the Stock Exchange of Thailand It is disclosed in the annual information disclosure form (56-1) and the company's annual report.
  6. Determine the annual remuneration of directors. President Deputy Managing Director by Line and senior management According to the payment criteria have been considered. and presented to the Board of Directors for approval of the remuneration of the President. Deputy Managing Director by Line and senior management Director's portion Let the Board of Directors propose to the shareholders' meeting for approval.
  7. Consider suitability and give approval. In case of offering new securities to directors and employees by adhering to the principles of fairness to shareholders. and incentivize directors and employees to perform their duties in order to create long-term added value for shareholders and to retain quality personnel.
  8. Perform any other tasks related to remuneration as assigned by the Board of Directors by the management. and various agencies Must report or present relevant information and documents to Nomination and Remuneration Committee to support the operations of Nomination and Remuneration Committee to achieve the duties assigned

Reporting

                Nomination and Remuneration Committee Report to the Board of Directors

Meeting

  • Nomination and Remuneration Committee Organize or call meetings as deemed appropriate. at least once a year and has the power to call additional meetings as necessary The quorum consisted of Member of the Nomination and Remuneration Committee not less than half of the total number of directors
  • All directors should attend every meeting. Unless there is a necessary reason to not be able to attend the meeting, the Chairman of the Nomination and Remuneration Committee should be notified in advance.
  • Chairman of the Nomination and Remuneration Committee Act as the chairman of the meeting in case the Chairman of the Nomination and Remuneration Committee Absent from the meeting or unable to perform duties, the members of the Nomination and Remuneration Committee attending the meeting shall elect the Nomination and Remuneration Committee members. One person was the chairman of the meeting.
  • Resolutions of the Nomination and Remuneration Committee Can be done by holding a majority of votes. The Nomination and Remuneration Committee with any interest on the matter under consideration must not participate in expressing opinions and has no right to vote on that matter
  • Delivery of the meeting invitation letter to the Nomination and Remuneration Committee to be delivered in advance of the meeting except in case of necessity or urgency will notify the meeting by other means or set a meeting date earlier than that The secretary of the Nomination and Remuneration Committee is the person who takes minutes of the meeting
  • Nomination and Remuneration Committee able to invite relevant persons to the meeting to clarify the facts to the meeting of the Nomination and Remuneration Committee for information.

                                                                   Announced on February 27, 2017

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Executive Committee Charter

ALT Telecom Public Company Limited

 

     This Charter is produced by ALT Telecom Company Limited. The Board of Directors will review and evaluate this Charter annually.    

Objective

     The Executive Committee is appointed by the Board of Directors. to manage and control the Company's business as assigned by the Board of Directors

Composition and properties

     1. The executive committee does not have to be a director of the company.

     2. Executive Committee Consists of not less than 4 but not more than 10 committee members.

     3. Appointment of Executive Directors Must go through the recruitment process of the Board of Directors must have detailed educational history and professional experience of that person for the benefit of the Company's directors in decision-making

     4. The Chairman of the Executive Committee is the Managing Director. which the scope of authority And responsibility is in accordance with the Managing Director's charter.

Qualifications of Executive Committee

     1. Directors must be knowledgeable and competent persons. Honesty, honesty, ethics in business operations. and enough time to devote knowledge ability and perform duties for the Company

     2. Having qualifications and not having prohibited characteristics according to the law on public limited companies and other relevant laws.

Duties and responsibilities of the Executive Committee

     1. Consider and set goals and business plans of the company Supervise the operations of the company. To be in accordance with the vision, mission, strategies and policies of the Board of Directors, laws, conditions, rules and regulations of the Company.

     2. Set guidelines for business operations, development and business expansion in line with the vision, mission, strategies, policies and resolutions of the Board of Directors.

     3. Appointment of company executives to perform all duties except for the appointment of senior executives must be approved by the Board of Directors Including being able to authorize any person to take action on behalf of any matter under the duty and responsibility as the Executive Committee deems appropriate.

     4. Determine the work procedures of the Company's employees that are not contrary to or inconsistent with the relevant regulations and laws.

     5. Consider and approve the position structure and salary structure and other benefits of employees, as well as approve the management structure from department level down.

     6. Consider and approve the annual budget plan. Supervise and follow up to evaluate the performance. to be in accordance with the policies, goals, budget plans that have been approved Consider and approve bonuses and rewards for employees. Other benefits to boost employee morale

     7. Take care of the company. There is an appropriate and concise internal control system.

     8. Consider any other matters as assigned by the Board of Directors.

     9. To have decision-making authority on important operations of the company. By specifying the scope, type or size of the business, objectives, guidelines and policies of the company within the scope of authority assigned. including oversight of overall operations, productivity, customer relations and be accountable to the Board of Directors

     10. Consideration of investment in business expansion Including trading of fixed assets of the Company to propose to the Board of Directors

     11. Have the authority to act and represent the business to third parties in related and beneficial business.

     12. Consider the Company's fundraising issue to present to the Board of Directors.

     13. Approve the appointment of consultants in various fields necessary for the operation of the business.

     14. Carry out activities related to the general management of the business.

     15. Consider and approve the action plans of each department of the company. and consider approving requests from various departments of the company that is beyond the authority of that department

     16. Authority and duties of the said executive committee The Executive Committee may delegate and determine the powers and duties of each executive director to be able to perform tasks within the scope of authority as specified in item 3. Such executive directors shall be directly responsible for the assigned tasks to the executive committee.

     17. The Chief Executive Officer shall perform the duties and responsibilities mentioned above with efficiency and effectiveness.

In this regard, the power to take action as mentioned above does not include the authorization of the Chief Executive Officer to

Approve transactions that he or a person who may have conflicts of interest. have interests or may have conflicts of interest in any other manner with the Company or its subsidiaries and does not include actions related to connected transactions and the acquisition and disposition of important assets of listed companies according to the regulations of the stock exchange And the company must comply with the regulations. In addition, the above authority does not include other matters that the Company's Articles of Association require approval from a resolution of the shareholders' meeting.

Meeting Management

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

Announced on January 20, 2015

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Managing Director Charter

ALT Telecom Public Company Limited

1. Scope of authority, duties and responsibilities of the Managing Director

      1.1 Comply with various laws including the law on securities and stock exchange
Securities and Exchange Commission Announcement of the Capital Market Supervisory Board Announcements of the board of directors of the Stock Exchange of Thailand, any other announcements, rules, regulations and/or regulations. Related and the resolutions of the shareholders' meeting and the Board of Directors' meeting.

      1.2 Supervise, manage, operate and perform regular business operations for the benefit of the Company in accordance with
Policy, Vision, Target, Business Plan and the budget determined by the Board of Directors' meeting.

      1.3 Manage the Company's operations in accordance with the main mission (mission) set by the Board of Directors in order to be in line with the business plan. and company budget and related business strategies as determined by the Board of Directors.

      1.4 Supervise operations in finance, marketing, personnel management. and other operational aspects as a whole
In order to comply with the Company's policies and operational plans set by the Board of Directors.

      1.5 Has the authority to hire, appoint, transfer, lay off, terminate employment, determine wage rates and remuneration for employees.
The company can appoint a sub-attorney to act on its behalf.

      1.6 Determine rewards Salary increase, compensation, special bonus In addition to the regular bonuses of
Company employees from the level of Deputy Managing Director down

      1.7 Negotiate and enter into contracts and/or any transactions related to normal business operations of the Company with the amount
For each transaction, it shall be in accordance with the authority already approved by the Board of Directors.

      1.8 Issue orders, regulations, announcements, and various memos within the company in order to ensure that the operations of the company are in line with
Policy and for the benefit of the company including maintaining discipline within the organization

      1.9 Power to set commercial terms for the benefit of the company

      1.10 Consider investing in new businesses or termination of business to present to the Executive Committee and/or directors
company

      1.11 Approve and appoint consultants in various fields necessary for the operation.

      1.12 Performing other duties assigned by the Board of Directors as well as having the power to take any action necessary to
performing such duties

      1.13 To have the power to authorize sub-authorization. and/or assign other persons to perform specific tasks on their behalf by
power of attorney and/or such delegation shall be within the scope of delegation of power of attorney provided. and/or in accordance with the rules, regulations or orders set by the Board of Directors of the Company. Must not be a power of attorney or delegate the authority of the Managing Director or the person authorized by the Managing Director able to approve their own transactions or persons who may have conflicts (as defined in the Notification of the Securities and Exchange Commission or announcement of the Capital Market Supervisory Board) may have a stake or may benefit in any way Or there may be any other conflicts of interest with the company. Except for the approval of transactions in accordance with the policies and criteria approved by the shareholders' meeting or the Board of Directors.

2. Qualifications of the Managing Director

The qualifications of the President refer to the succession plan policy that has already been announced.

Announced on February 23, 2021

Mr. Anant Vorrathitipong
Chairman of the Board