BETTER TRIPS FOR BETTER LIFE

Charter of the Committee

Charter of the Board of Directors

The Board of Directors is committed to performing its duties in formulating strategies, policies and business directions of the Company, as well as overseeing and supervising the management of the Company and its subsidiaries in accordance with the laws, objectives, Articles of Association, and resolutions of the shareholders’ meetings. The Board of Directors’ Meeting No. 1/2015 held on December 30, 2015 resolved to establish this Charter in order to ensure that the Company’s directors have properly and completely fulfilled their duties.
1.	Composition of the Board of Directors
	The structure of the Board of Directors is considered by the Company in terms of size, composition, proportion of the independent directors, skill, experience, education, capability and expertise, together with gender and age as suitable and necessary for leading the organization to achieve the Company’s specified objectives and goals.
	1.1	The Board of Directors consists of at least 5 directors and not less than half of the total number of directors must reside in the Kingdom and the Company’s directors must have qualifications as required by law.
	1.2	The Board of Directors consists of independent directors at least 1/3 of the total number of directors, but not less than 3 persons who can independently provide their opinions on the performance of the management, with full qualifications in accordance with the qualification criteria of “Independent Director” under the requirements of the Capital Market Supervisory Board, and have the scope of duties and responsibilities as specified by the SET.
	1.3	The Board of Directors consists of representative directors under the conditions of the Concession Agreement from the Mass Rapid Transit Authority of Thailand (MRTA) and representative directors under the conditions of the Concession Agreement from the Expressway Authority of Thailand (EXAT).
	1.4	The Board of Directors consists of persons who work in business, academician from a variety of fields, have qualifications, skills, experience in management and operations beneficial to the Company, have knowledge in concession agreements, provided that at least 1 of them must have experience in the main business or industry in which the Company is engaging.
	1.5	The Chairman of the Board of Directors and the Managing Director may not be the same person so as to separate between the policy making and supervisory duty and the regular managerial duty. The Board of Directors clearly determines powers and duties of the Chairman of the Board of Directors and the Managing Director.
2.	Qualifications of Directors
	2.1	Being persons whose names are listed on the database of directors and executives of securities issuing companies in accordance with the Notification of the Capital Market Supervisory Board Re: Rules for Listing Names of Persons on Database of Directors and Executives of Securities Issuing Companies.
	2.2	Directors must have full qualifications in accordance with the law on public limited companies, the law on securities and exchanges, including relevant notifications, and must have no prohibited characteristics as follows:
		(1) Being subject to a receivership order by the Court, being an insolvent person, an incompetent or a quasi incompetent person; (2) Having been banned by the Stock Exchange of Thailand from serving as a director, executive, or person with the controlling power of a listed company; (3) Having been subject to criminal complaint or legal action filed by a competent authority on a charge of unfair act relating to securities trading or futures contracts or deceptive, fraudulent or corrupt management; (4) Having been barred within the period specified by the order of the competent organization under international laws from serving as a director or executive of a company; (5) Being previously sentenced by the court’s final judgment for committing an offense under (3) above or subject to fine for committing an offense under (3) above; (6) Having reason to believe that there has or had been misconduct in the performance of duties of care and duties of loyalty for the best interests of the company and its shareholders in which they are or used to be directors, executives, or persons with controlling power, or that they have or had been involved in or supported such actions by others. (7) Having reason to believe that there has or had been behavior in a way that implies dishonesty or deception toward others, or that they have or had been involved in or supported such actions by others. (8) Having reason to believe that there has or had been an unfair behavior; or taking advantage of investors, or that they have or had been involved in or supported such action by others. (9) Having reason to believe that there has or had been a behavior to conceal the actual financial position or performance of a listed company or a company that has previously offered securities to the public or intentionally misrepresent material facts or conceal material facts that should be indicated in any document that must be disclosed to the public or must be filed with the Capital Market Supervisory Board or the SEC, whether acting on their own behalf or on behalf of a juristic person or business that they have the power to manage or have or had been involved in or supported such actions by others. (10) Having reason to believe that there has or had been behavior that shows neglect of reasonable supervision as a director, an executive or a person with controlling power of a listed company or a company that has previously offered securities to the public that they are or used to be an executive or a person with controlling power or a subsidiary of the said company in order to ensure that the company in no way violates or fails to comply with the laws, objectives, and Articles of Association, as well as resolutions of the shareholders’ meetings, which may cause a lack of trust in the capital market as a whole or harm to that company's reputation, status, or business operations. (11) Being a person with prohibited characteristics under the Payment Systems Act B.E. 2560 (2017) or is ineligible as declared by the Bank of Thailand.
	2.3	Directors must have leadership, vision, decision-making independence, skills, experience that are beneficial to the Company, carefulness, honesty, and the ability to devote sufficient time to their responsibilities.
	2.4	The number of other listed companies in which a director is allowed to concurrently serve as a director should not exceed 5 companies.
3.	Roles, Duties, and Responsibilities of the Board of Directors
	3.1	Monitoring and supervising the Company’s operations to ensure compliance with laws, the Company’s objectives and Articles of Association, as well as resolutions of a shareholders’ meeting, and protecting the Company’s interests and shareholders based on the Corporate Governance Code, as well as complying with the rules and requirements stipulated by the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission.
	3.2	Establishing the Company’s policies, operational, directions and budget, as well as supervising to ensure that management takes actions in compliance with the established policies with efficiency and effectiveness to contribute to economic value maximization for the business and the wealth maximization for shareholders.
	3.3	Setting the visions, missions and strategies for the Company and its subsidiaries’ business operations, which shall be mutually reviewed and approved with management on a regular basis.
	3.4	Providing complete, correct and sufficient reports on financial information,the Company’s information and general information which are important for shareholders, and verifying information in the reports.
	3.5	Arranging for the Company an internal control system, internal audit and risk management measures with effectiveness. The management is assigned to comply the policy and to review the system or assess risks in line with business strategies and goals including the circumstances that changes, as well as following up on such matters on a regular basis.
	3.6	Establishing subcommittees to ensure the good corporate governance.
	3.7	Providing the respective charters of the Board of Directors and subcommittees, which shall be regularly reviewed to ensure conformity with regulations.
	3.8	Considering clearly determining and separating roles, duties, and responsibilities among the Board of Directors, subcommittees and management, with regular communication regarding such roles, duties and responsibilities to the Board of Directors, subcommittees, management and staff of the Company.
	3.9	Appointing any persons to engage in the Company’s businesses under the supervision of the Board of Directors, or, if applicable, authorizing such persons to have power for a period of time as the Board of Directors deems appropriate, provided that the Board of Directors may revoke, repeal, amend or change such authorization as appropriate.
	3.10	Appointing a Company Secretary to assume the responsibility as corporate secretary for advising Directors on the relevant laws, rules & regulations; and ensuring the compliance of the Company with laws, the Company’s Articles of Association, relevant regulations including corporate governance practices along with providing support for Directors and Executives to attend training courses in their relevant areas and providing useful information that is beneficial to the performance of duties of directors.
	3.11	The Managing Director is assigned to report on the development and succession plans for the position of Managing Director and top management in the event of resignation or retirement according to the succession plan.
4.	Roles, Duties and Responsibilities of the Chairman of the Board of Directors
	4.1	Considering, together with the Management Team, to determine the agenda for the Board of Directors’ meeting, as well as ensuring that the Company’s directors receive accurate, complete, clear, and timely information prior to the meeting in order that they can make appropriate decisions and effectively set business goals.
	4.2	Presiding over the Board of Directors’ meeting
		4.2.1 Conducting the Board of Directors’ meeting in accordance with the agenda, the Articles of Association, and applicable laws. 4.2.2 Allocating sufficient time and encouraging all of the Company’s directors to discuss, fully and independently, share their views and deliberately, exercise their own discretion while taking into account all stakeholders. 4.2.3 Scheduling the Board of Directors’ meeting without presence of any directors from the management.
	4.3	Presiding over the shareholders’ meeting to ensure such meeting’s proceedings in accordance with the agenda, the Articles of Association, and applicable laws, by allocating time appropriately, as well as providing shareholders with an equal opportunity to express their opinions, and ensuring that shareholders’ questions are properly and transparently answered.
	4.4	Supporting and serving as a good role model in compliance with the principles of corporate governance and codes of conduct.
	4.5	Strengthening good relationship between the Board of Directors and the management, and supporting the performance of duties of the Managing Director and the management under the Company’s policies.
	4.6	Supervising and ensuring the information disclosure and management with transparency in the case of a conflict of interest.
	4.7	Supervising and ensuring that the Board of Directors have an appropriate structure and composition.
	4.8	Supervising and ensuring efficiency in the performance of the entire Board of Directors, subcommittees, and each director/member.
5.	Nomination of Directors
	The Nomination and Remuneration Committee shall nominate directors who are qualified in terms of knowledge, skills and experiences which will bring benefits to the Company, to be appointed as directors to replace the directors who are vacating their office, both by early retirement and by rotation, in accordance with the criteria. The qualifications of nominated persons will be considered based on the necessary skills that are still lacking on the Board of Directors, as well as those that are aligned with the Company’s business strategies.
6.	Term of Office of Directors
	6.1	Directors shall have a term of office of 3 years, and a retiring director may be re-elected. The number of terms of office of directors and independent directors is considered as reasonably necessary.
	6.2	At every annual ordinary general meeting of shareholders, 1/3 of the number of directors must vacate their offices. If the number of directors is not a multiple of 3, then the number nearest to 1/3 must retire from office.
7.	Retirement of Directors
	Other than retirement by rotation, directors will vacate office upon:
	7.1	Disqualification or possession of any prohibited characteristics under the laws on public limited companies and/or the laws on securities and exchange and / or laws related to the Company’s business;
	7.2	Submission of a letter of resignation to the Company, with effect from the date on which the letter of resignation reaches the Company;
	7.3	Resolution of the shareholders’ meeting by a vote of not less than 3/4 of all shareholders attending the meeting and having the right to vote; provided that the total number of shares held by such shareholders must not be less than 1/2 of all shares held by the shareholders attending the meeting and having the right to vote;
	7.4	The Court’s order to that effect;
	7.5	Death.
8.	The Board of Directors’ Meeting
	8.1	The Company requires that the Board of Directors must hold a meeting at least once every 3 months, but not less than 6 times a year, and at each meeting, a quorum consists of not less than half of the total number of directors.
	8.2	The Company has scheduled the meetings throughout the year in advance and gives prior notice to directors of the said schedule by December every year so that the directors can allocate time to attend the meetings.
	8.3	The Company delivers the clearly specified notice of each meeting and agenda 7 days prior to the meeting date and also delivers the supporting documents at least 5 business days prior to the meeting date, so as to allow the Board to have sufficient time to review them prior to the meeting. Unless it is urgently necessary to safeguard the Company’s rights or benefits, the meeting may be called by other means or an earlier meeting date may be scheduled.
	8.4	The agenda is determined by mutual discussion between the Chairman of the Board of Directors and the Management. In addition, a meeting among non-executive directors and without management will be held, in order to allow directors to independently discuss and exchange opinions and efficiently follow up on the management’s performance.
	8.5	The resolution of the meeting must have a minimum quorum in the instance of Board voting requires the presence of at least 2/3 of all directors.
	8.6	The meeting’s final decisions shall be made by a majority of votes. Each director shall have 1 vote, except any director having a personal interest in any matter shall have no right to vote on such matter. In the case of an equality of votes, the Chairman of the meeting shall have an additional casting vote.
	8.7	Each meeting will be presided over by the Chairman of the Board of Directors to ensure that each agenda item is thoroughly considered and allow all directors to express their opinions and mutually discuss, and top management will attend to clarify information as a person directly involved in the operation until satisfied before voting on each agenda item.
	8.8	The Board of Directors sets out a policy to prohibit directors and executives, who are connected persons or interested persons in relation to any items to be considered, from attending the meeting or voting on such item, and management gives prior notice to such directors and executives who are not allowed to attend the meeting or vote on such item. In considering who is a connected person and interested person, the Board of Directors takes into account the report on interests which all directors and executives have a duty to submit in accordance with the Board of Directors’ policy requiring directors and executives to report their personal interests in order to disclose such information to the Chairman of the Board of Directors and the Audit Committee Chairman.
9.	Board Self-Assessment
	The performance of the Board of Directors shall be assessed on a yearly basis. There are 2 forms of the performance assessment, namely, the overall performance assessment of the Board of Directors and the individual self-assessment of the Board of Directors. This includes monitoring of the assessment results of the Board of Directors and subcommittees for mutual consideration in the Board of Directors. In addition, the performance assessment forms of the Board of Directors and subcommittee are regularly reviewed.
10.	Remuneration for Directors
	The Company has a policy on payment of remuneration for directors with the following criteria:
	10.1	Remuneration is appropriate and commensurate with the scope of assigned duties and responsibilities of each director, such as Chairman of the Board of Directors, chairmen of subcommittees, and a member of a subcommittee, such as the Executive Board, the Audit Committee, the Nomination and Remuneration Committee, the Corporate Governance, Risk Management and Sustainable Development Committee, which will receive additional remuneration according to their respective positions.
	10.2	Remuneration is at a level which can motivate and retain directors with knowledge, abilities and qualifications to effectively perform their duties for the Company.
	10.3	Components of remuneration are clear, transparent, and easy-to-understand.
	10.4	The Nomination and Remuneration Committee considers and scrutinizes the remuneration for members of each subcommittee to ensure that it is at the same rate as that offered by the same industry, which is sufficient to maintain and retain directors with the required qualifications.
11.	Development of Directors
	11.1	The Board of Directors has a policy to support and facilitate training and learning for the Company’s directors and executives to ensure their continued improvement and performance, involving both internal and external training courses. All directors must attend training for an understanding of the performance of their duties in their capacity as directors.
	11.2	The management is assigned to provide documents or briefings for the new directors in order to ensure their understanding of the business and performance of duties as directors or members of the Board of Directors. The Managing Director, or the Company Secretary, or the Directors Office are assigned to arrange for orientation for newly-appointed directors by convening a meeting with the relevant directors and/or executives and/or officers for clarification and answering questions, as well as preparing documents and summary information for the new directors, such as information relating to the Company, listed company director’s handbook, the Corporate Governance Code, the Company’s code of ethics, power and duties of the Board of Directors, and the annual schedule of the Board of Directors’ meetings. Furthermore, the Company also has its directors attend training courses conducted by the Thai Institute of Directors Association (IOD), as recommended by the SEC Office.

Charter of the Audit Committee

The establishment of the Audit Committee is part of good corporate governance and useful to the Company’s administration while being conducive to the Board of Directors’ performance of their duties with greater care, thereby contributing to management beneficial to the Company as a whole and a critical factor in enhancing the Company’s credibility.
1.	Composition of the Audit Committee
	1.1	The Audit Committee consists of at least 3 independent directors, including 1 Chairman of the Audit Committee and at least 2 Audit Committee Members.
	1.2	The Board of Directors appoints the Audit Committee as nominated by the Nomination and Remuneration Committee from the Company’s independent directors.
	1.3	At least 1 member of the Audit Committee must have sufficient knowledge, understanding or experience in accounting or finance to review the reliability of the financial statements.
2.	Qualifications of the Audit Committee
	General Qualifications: the Audit Committee Members shall have the following qualifications as independent directors:
	2.1	Holding shares of not exceeding 0.5 percent of the total number of voting shares of the Company, its parent company, subsidiaries, associated companies, major shareholder or controller of the Company, including shares held by any related persons of each independent director;
	2.2	Not being or having been a director having involvement in the management, an employee, a staff member, an advisor receiving a regular salary or a controller of the Company, its parent company, subsidiaries, associated companies, subsidiaries of the same tier, major shareholder or controller of the Company, unless such independent director has no longer been in such capacity for not less than 2 years prior to the appointment date, provided that such prohibited characteristics shall not apply to an independent director who was a public servant or an advisor to a government authority which is the Company’s major shareholder or controller;
	2.3	Not being a person having a relationship by blood or by legal registration in the capacity as parent, spouse, sibling and offspring, including spouse of the offspring of other director, executive, major shareholder, controller or person to be nominated as director, executive or controller of the Company or its subsidiaries;
	2.4	Not having or having had any business relationship with the Company, its parent company, subsidiaries, associated companies, major shareholder or controller of the Company in a manner which may prevent the exercise of his/her independent judgment; and not being or having been a substantial shareholder or controller of any person having a business relationship with the Company, its parent company, subsidiaries, associated companies, major shareholder or controller of the Company, unless such independent director has no longer been in such capacity for not less than 2 years prior to the appointment date; The aforesaid business relationship shall include any transaction in the ordinary course of business for lease of immovable property, any transaction relating to assets or services or grant or receipt of financial assistance through receiving or extending any loan, guarantee, providing assets as collateral, including any other similar action, which causes the Company or contractual party to be subject to indebtedness payable to the other party in the amount of 3 percent or more of the Company’s net tangible assets or in the amount of Baht 20 Million or more, whichever is lower. Such indebtedness shall be calculated according to the calculation method of connected transaction value under the Notification of the Capital Market Supervisory Board, Re: Rules on Connected Transactions, mutatis mutandis. However, the consideration of such indebtedness shall include the indebtedness incurred during the course of 1 year prior to the commencement of a business relationship with the same person;
	2.5	Not being or having been an auditor of the Company, its parent company, subsidiaries, associated companies, major shareholder, or controller of the Company; and not being a substantial shareholder, controller, or partner of an audit firm which employs the auditor of the Company, its parent company, subsidiaries, associated companies, major shareholder, or controller of the Company, unless such independent director has no longer been in such capacity for not less than 2 years prior to the appointment date;
	2.6	Not being or having been a professional service provider, including legal advisor or financial advisor which receives an annual service fee exceeding Baht 2 Million from the Company, its parent company, subsidiaries, associated companies, major shareholder, or controller of the Company; and not being a substantial shareholder, controller, or partner of such professional service provider, unless such independent director has no longer been in such capacity for not less than 2 years prior to the appointment date;
	2.7	Not being a director appointed as a representative of the Company’s director, major shareholder or shareholder who is a related person of the major shareholder;
	2.8	Not engaging in any business of the same nature as and in material competition with the business of the Company or its subsidiaries; or not being a substantial partner in a partnership or a director having involvement in the management, an employee, a staff member, an advisor receiving a regular salary or holding more than 1 percent of the total number of voting shares of another company engaging in any business of the same nature as and in material competition with the business of the Company or its subsidiaries;
	2.9	Not having any other characteristics preventing the provision of independent opinions on the Company’s operations.
	Specific Qualifications for the Audit Committee
	2.10	Not being a director who has been assigned by the Board of Directors to make decisions on the operations of the Company, its parent company, subsidiaries, associated companies, subsidiaries of the same tier, a major shareholder or a person with controlling power of the Company;
	2.11	Not being a director of a parent company, subsidiary, or subsidiary of the same tier, only that is a listed company;
	2.12	Having sufficient knowledge and experience to fulfill duties as an Audit Committee Member in accordance with the assigned duties, by increasing knowledge relating to the Company’s operations and knowledge in matters related to the operations of the Audit Committee in order to keep up with potential changes.
3.	Roles, Duties and Responsibilities of the Audit Committee
	3.1	Reviewing to ensure that the Company’s financial reports are accurate and adequate.
	3.2	Reviewing to ensure that the Company’s internal control system and internal audit system are suitable and effective, considering the independence of the internal audit unit as well as granting approval on consideration for appointment, transfer, termination of employment of head of the internal audit unit or any other unit responsible for the internal audit.
	3.3	Reviewing to ensure the Company’s performance in compliance with the law on securities and exchange, requirements of the SET and the laws relating to the Company’s business.
	3.4	Considering, selecting, submitting for appointment of a person who is independent to serve as the Company’s auditor, and proposing remuneration and termination of employment of such person as well as meeting with the auditor without management’s presence at least once a year.
	3.5	Considering connected transactions or transactions which may involve a conflict of interest in compliance with the laws and requirements of the SET in order to ensure that such transactions are justified and of the utmost benefit to the Company.
	3.6	Preparing a report of the Audit Committee to be disclosed in the Company’s Annual Report. Such report must be signed by the Audit Committee Chairman and comprise at least the following information:
		(a) Opinions on correctness, completeness, and reliability of the Company’s financial reports; (b) Opinions on the adequacy of the Company’s internal control system; (c) Opinions on compliance with the law on securities and exchange, requirements of the SET or laws relating to the Company’s business; (d) Opinions on the appropriateness of the auditor; (e) Opinions on transactions which may involve a conflict of interest; (f) Number of meetings of the Audit Committee and attendance of each Audit Committee member; (g) Overall opinions or observations by the Audit Committee from the performance of duties in accordance with the Charter; (h) Other matters that should be informed to shareholders and general investors within the scope of the duties and responsibilities assigned by the Board of Directors.
	3.7	Supervising and monitoring the internal audit tasks by reviewing missions, scope of works, independence and development plan and providing internal audit personnel training to catch up with the business changes and develop themselves on a continual basis, in order to accommodate the direction of the Company’s operations and international standards, including consideration and approval of annual internal audit plans.
	3.8	Performing any other activities as assigned by the Board of Directors to independently provide opinions and suggestions in line with the requirements and the best practice guidelines for the audit committee of the SET.
	3.9	In performing its duties, should the Audit Committee find or should there be any doubt as to whether or not the following transactions or actions may have a material impact on the Company’s financial position and operational results, the Audit Committee will report on its findings to the Board of Directors in order to improve and rectify the same within the time as the Audit Committee deems appropriate:
		(a) Any transactions giving rise to a conflict of interest; (b) Corruption or unusual occurrence or material fault in the internal audit system; (c) Violation of the securities and exchange law, requirements of the SET or laws related to the Company’s business.
	3.10	The Internal Audit Office Director or equivalent position shall serve as the secretary to the Audit Committee for supporting the performance of duties of the Audit Committee.
4.	Nomination of the Audit Committee
	4.1	The Board of Directors appoints the Audit Committee as nominated by the Nomination and Remuneration Committee from the Company’s independent directors.
	4.2	If the Audit Committee is unable to remain in office until the end of the term, resulting in the number of its members of less than 3 members, the Board of Directors shall appoint at least 3 Audit Committee Members from the Company’s independent directors as replacements within 3 months from the date on which the number of its members is not complete.
5.	Term of Office of Audit Committee Members
	5.1	Audit Committee Members shall have a term of office of 3 years.
	5.2	A retiring Audit Committee Member may be re-elected. The number of terms of office of the Audit Committee Member is considered as reasonably necessary.
6.	Retirement of Audit Committee Members
	Other than retirement by rotation, Audit Committee Members will vacate office upon:
	6.1	Death;
	6.2	Submission of a letter of resignation to the Company, with effect from the date on which the letter of resignation reaches the Company;
	6.3	Termination of the directorship of the Company;
	6.4	Removal under the resolution passed by the Board of Directors.
7.	The Audit Committee’s Meeting
	7.1	The Audit Committee has scheduled its meetings throughout the year in advance and gives prior notice to each member of the Audit Committee of the said schedule by December every year so that they can allocate time to attend the meetings.
	7.2	The Audit Committee shall meet at least 4 times a year to consider quarterly financial statements and other matters within the scope of its authority.
	7.3	The Chairman of the Audit Committee may call a meeting of the Audit Committee as a special case if requested by the Audit Committee Members to additionally consider significantly internal control or audit matters that need to be mutually discussed.
	7.4	The Audit Committee may invite related persons, including management, internal auditors, auditors and executives responsible for accounting and finance, as well as high-ranking executives, as it considers appropriate to be present at the meetings to provide additional information or details as directly related to the meeting agenda. In addition, the Audit Committee shall meet with the auditor without the management’s presence at least once a year.
	7.5	In calling the meeting, the Chairman of the Audit Committee or the secretary to the Audit Committee, by order of the Chairman of the Audit Committee, shall send the notice letter to the Audit Committee Members.
	7.6	The Company delivers the notice of each meeting together with agenda to the Audit Committee Members at least 7 days prior to the meeting date, unless it is urgently necessary to safeguard the Company’s rights or benefits, the meeting may be called by other means and an earlier meeting date may be scheduled, and also delivers the supporting documents to the Audit Committee Members at least 5 days prior to the meeting date.
	7.7	To constitute quorum, the Audit Committee’s meeting shall be attended by at least half of all Audit Committee Members.
	7.8	In the event that the Chairman of the Audit Committee is not present at the meeting or is unable to perform his duties, the Audit Committee Members present at the meeting shall elect 1 member of the Audit Committee to preside over the meeting.
	7.9	The resolution of the meeting shall be passed by a majority vote of the members present at the meeting to constitute quorum.
8.	Audit Committee Self-Assessment
	8.1	The Audit Committee provides its opinions on the annual assessment of the adequacy of the Company’s internal control system which will be presented to the Board of Directors for consideration and opinions in accordance with the regulations of the SET and shall be disclosed in the Annual Registration Statement (56-1 One Report) in the caption of Internal Control and Risk Management.
	8.2	The Audit Committee undertakes a self-assessment at least once a year, which includes assessment of the compliance with the Company’s Code of Conduct.
9.	Reporting
	9.1	The Audit Committee shall regularly report to the Board of Directors on the results of its meetings or any other reports as it deems that the Board of Directors should be informed thereof.
	9.2	In the event that the Audit Committee finds or suspects or assumes that there may be corruption or unusual occurrence, or there is a material defect in the internal control system, it shall be reported to the Board of Directors immediately so that the Board of Directors can find a solution in a timely manner.

Charter of the Corporate Governance, Risk Management and Sustainable Development Committee

The Corporate Governance, Risk Management and Sustainable Development Committee (the “CGRSD Committee”) is a subcommittee appointed by the Board of Directors to assist the matters of corporate governance with regard to formulation of policies and operational directions in accordance with the Corporate Governance Code, including the Code of Conduct, risk management, and sustainable development of the Company.
1.	Composition of the Corporate Governance, Risk Management and Sustainable Development Committee
	1.1	The CGRSD Committee shall consist of 4 members.
	1.2	The Chairman of the CGRSD Committee shall be an independent director.
	1.3	The Board of Directors appoints the Corporate Governance, Risk Management and Sustainable Development directors (the “CGRSD Directors”) from the Company’s directors.
2.	Qualifications of the Corporate Governance, Risk Management and Sustainable Development Directors
	2.1	The CGRSD Directors who are also members of the Board of Directors must have full qualifications and no prohibited characteristics under the law on public limited companies and the law on securities and exchanges, as well as no untrustworthy characteristics in the management of the business owned by public shareholders as established by the Securities and Exchange Commission. To that end, they must be persons whose names are listed on the database of directors and executives of securities issuing companies in accordance with the Notification of the Capital Market Supervisory Board Re: Rules for Listing Names of Persons on Database of Directors and Executives of Securities Issuing Companies.
	2.2	The CGRSD Directors must have leadership, vision, decision-making independence, skills, experience that are beneficial to the Company, carefulness, honesty, and the ability to devote sufficient time to their responsibilities.
3.	Roles, Duties and Responsibilities of the Corporate Governance, Risk Management and Sustainable Development Committee
	Corporate Governance
	3.1	Establishing the Corporate Governance policies and the Company’s Code of Conduct for submission to the Board of Directors.
	3.2	Reviewing suitable and sufficiency of corporate governance policy including code of conduct and good governance practice to ensure that they comply with applicable laws or international best practice to the Board of Directors for consideration.
	3.3	Providing advice and suggestions to the Board of Directors and the Management in developing the Company’s corporate governance.
	3.4	Following up and evaluating the Company’s compliance with the Corporate Governance policy and the Company’s Code of Conduct to ensure that it is always appropriate as well as reporting on the same to the Board of Directors.
	Risk Management
	3.5	Considering policies and work plans relating to risk management and stakeholder management in collaboration with the management team for submission of the same to the Board of Directors.
	3.6	Monitoring and reviewing overall risk management of the Company, strategies for risk management and alert system of all kinds of risks in order to deal with risks to stay at an acceptable level to ensure compliance with the risk management policy of the Company.
	3.7	Providing advice and suggestions in Risk Management Enterprise including to promote and support the continuous improvement and development of the risk management system within the organization.
	3.8	Reporting to the Board of Directors on important risks and actions to minimize risks.
	3.9	Following up and evaluating action plan risk including Stakeholder Management result.
	Sustainability
	3.10	Establishing policies, goals and action plans on sustainable development of the Company in term of creating long-term value for stakeholders, to propose of the same to the Board of Directors.
	3.11	Providing advice and support to ensure that the Company’s activities are in line with the sustainable development policy to achieve the goals, as well as encouraging the Board of Directors, executives and employees to efficiently follow the Company’s sustainable development guidelines.
	3.12	Assessing and reviewing sustainable development policies, goals, and action plans to ensure that they suit business situations and comply with applicable laws or international best practices.
	3.13	Supervising, monitoring, and assessing sustainable development in order to achieve balance and efficiency with maximum benefit for the Company and its stakeholders, as well as report on progress to the Board of Directors for acknowledgement.
	3.14	Considering reviewing this Charter to ensure that it is always appropriate and up to date.
	3.15	Reviewing the performance of the CGRSD Committee and reporting in the Company’s Annual Report.
	3.16	Proceeding with other matters as assigned by the Board of Directors.
4.	Nomination of the Corporate Governance, Risk Management and Sustainable Development Directors
	4.1	The Board of Directors appoints the CGRSD Directors from independent directors and directors of the Company.
	4.2	In case of a member of the CGRSD Directors is unable to remain in office until the end of the term, resulting in the number of its members of less than 4 members, the Board of Directors shall appoint a new member of the CGRSD Committee from the Company’s independent directors and directors as replacement within 3 months from the date on which the number of its members is not complete.
5.	Term of Office of Corporate Governance, Risk Management and Sustainable Development Committee Directors
	The CGRSD Directors shall have a term of office of 3 years, and a retiring member may be re-elected. The number of terms of office of member of the CGRSD Committee is considered as reasonably necessary.
6.	Retirement
	Other than retirement by rotation, the CGRSD Directors will vacate office upon:
	6.1	Death;
	6.2	Resignation; which will be effective from the date the resignation letter reaches the Company;
	6.3	Termination of the directorship of the Company; or
	6.4	Removal under the resolution passed by the Board of Directors.
7.	The Corporate Governance, Risk Management and Sustainable Development Committee’s Meeting
	7.1	The CGRSD Committee has scheduled its meetings throughout the year in advance and gives prior notice to each member of the CGRSD Committee of the said schedule by December every year so that they can allocate time to attend the meetings.
	7.2	The CGRSD Committee shall meet at least 2 times a year.
	7.3	The Chairman of the CGRSD Committee may call a meeting of the CGRSD Committee as a special case if requested by the members of the CGRSD Committee to additionally consider significant corporate risk matters that need to be mutually discussed.
	7.4	The CGRSD Committee may invite persons in charge of or related to matters in the meeting agenda to attend the meetings or to provide information.
	7.5	The Company delivers the notice of each meeting together with agenda to each member of the CGRSD Committee at least 7 days prior to the meeting date, unless it is urgently necessary to safeguard the Company’s rights or benefits, or the meeting may be called by other means and an earlier meeting date may be scheduled, and also delivers the supporting documents to the member of the CGRSD Committee at least 5 days prior to the meeting date.
	7.6	To constitute quorum, the CGRSD Committee’s meeting shall be attended by at least half of all members of the CGRSD Committee.
	7.7	In the event that the Chairman of the CGRSD Committee is not present at the meeting or is unable to perform his duties, the members of the CGRSD Committee present at the meeting shall elect a member of the CGRSD Committee to preside over the meeting.
	7.8	The resolution of the meeting shall be passed by a majority vote of the members present at the meeting to constitute quorum.
8.	Corporate Governance, Risk Management and Sustainable Development Committee Self-Assessment
	The CGRSD Committee undertakes a self-assessment at least once a year, which includes assessment of the compliance with the Company’s Code of Conduct.

Charter of the Nomination and Remuneration Committee

The Nomination and Remuneration Committee is a subcommittee in charge of corporate governance with regard to the process of nominating qualified persons for the positions of director and Managing Director, as well as considering the criteria for payment and forms of remuneration for the directors and the Managing Director, in order to ensure transparency and fairness so that it will be proposed to the Board of Directors for further consideration.
1.	Composition of the Nomination and Remuneration Committee
	1.1	The Nomination and Remuneration Committee shall consist of 4 members, at least half of whom shall be independent directors.
	1.2	The Chairman of the Nomination and Remuneration Committee shall be an independent director.
	1.3	The Board of Directors appoints the Nomination and Remuneration Committee Members from the Company’s directors.
2.	Qualifications of the Nomination and Remuneration Directors
	2.1	Members of the Nomination and Remuneration Committee who are also members of the Board of Directors must have full qualifications and no prohibited characteristics under the law on public limited companies and the law on securities and exchanges, as well as no untrustworthy characteristics in the management of the business owned by public shareholders as established by the Securities and Exchange Commission. To that end, they must be persons whose names are listed on the database of directors and executives of securities issuing companies in accordance with the Notification of the Capital Market Supervisory Board Re : Rules for Listing Names of Persons on Database of Directors and Executives of Securities Issuing Companies.
	2.2	Members of the Nomination and Remuneration Committee must have leadership, vision, decision-making independence, skills, experience that are beneficial to the Company, carefulness, honesty, and the ability to devote sufficient time to their responsibilities.
3.	Roles, Duties and Responsibilities of the Nomination and Remuneration Committee
	3.1	Considering criteria and procedures of nomination as well as selecting and proposing qualified persons to hold the position of the Company’s directors by taking into account the composition of the committee, knowledge, capability and useful experiences according to the element in Board skill Matrix to propose to the Board of Directors for consideration and appointment, or proposing the nomination to the shareholders’ meeting for consideration and approval, in regards to review and evaluate the diversity of the Board of Directors’ Structure, and report to the Board of Directors annually.
	3.2	Considering selecting and proposing a qualified person to hold the position of the Managing Director to the Board of Directors for consideration and appointment.
	3.3	Considering and determining criteria for consideration of remuneration of directors and the Managing Director.
	3.4	Considering and determining remuneration of directors and proposing the same to the shareholders’ meeting for consideration and approval.
	3.5	Considering determining and reviewing salary rates and other remuneration for the Managing Director and proposing the same to the Board of Directors for consideration and approval.
	3.6	Proceeding with other matters as assigned by the Board of Directors.
4.	Nomination of Nomination and Remuneration Committee Members
	4.1	The Board of Directors appoints the Nomination and Remuneration Committee Members from independent directors and directors of the Company.
	4.2	In case of a member of the Nomination and Remuneration Committee is unable to remain in office until the end of the term, resulting in the number of its members of less than 4 members, the Board of Directors shall appoint a new member of the Nomination and Remuneration Committee from the Company’s independent directors and directors as replacement within 3 months from the date on which the number of its members is not complete.
5.	Term of Office of Nomination and Remuneration Committee Members
	Nomination and Remuneration Committee Members shall have a term of office of 3 years, and a retiring member may be re-elected. The number of terms of office of the Nomination and Remuneration Committee Members is considered as reasonably necessary.
6.	Retirement of Nomination and Remuneration Committee Members
	Other than retirement by rotation, Nomination and Remuneration Committee Members will vacate office upon:
	6.1	Death;
	6.2	Submission of a letter of resignation to the Company, with effect from the date on which the letter of resignation reaches the Company;
	6.3	Termination of the directorship of the Company; or
	6.4	Removal under the resolution passed by the Board of Directors. The Board of Directors may appoint any person to act as the Nomination and Remuneration Committee's advisor, with the advisor's information required to be disclosed in the Annual Report, including his independence or absence of a conflict of interest.
7.	The Nomination and Remuneration Committee’s Meeting
	7.1	The Nomination and Remuneration Committee has scheduled its meetings throughout the year in advance and gives prior notice to each member of the Nomination and Remuneration Committee of the said schedule by December every year so that they can allocate time to attend the meetings.
	7.2	The Nomination and Remuneration Committee shall meet at least 2 times a year to consider the annual agenda in selecting qualified persons to be nominated as directors of the Company in place of the directors who retire by rotation, and to consider scrutinizing annual remuneration and bonus for directors in order to propose the same to the Annual Ordinary General Meeting of Shareholders. Moreover, in case of necessity for the selection of persons to be nominated as directors of the Company in place of the directors who vacate office before the expiration of the term of office, or in the case where the criteria for nomination and determination of remuneration must be reviewed to ensure that they are in line with the business conditions or related requirements or resolutions of the shareholders' meeting, the meeting may be called by other means or an additional meeting date may be scheduled.
	7.3	The Company delivers the notice of each meeting together with agenda to the Nomination and Remuneration Committee Members at least 7 days prior to the meeting date, unless it is urgently necessary to safeguard the Company’s rights or benefits, the meeting may be called by other means and an earlier meeting date may be scheduled, and also delivers the supporting documents to the Nomination and Remuneration Committee Members at least 5 days prior to the meeting date.
	7.4	To constitute a quorum, the Nomination and Remuneration Committee’s meeting shall be attended by at least half of all Nomination and Remuneration Committee Members.
	7.5	In the event that the Chairman of the Nomination and Remuneration Committee is not present at the meeting or is unable to perform his duties, the Nomination and Remuneration Committee Members present at the meeting shall elect 1 member of the Nomination and Remuneration Committee to preside over the meeting.
	7.6	The resolution of the meeting shall be passed by a majority vote of the members present at the meeting to constitute quorum.
8.	Nomination and Remuneration Committee Self-Assessment
	The Nomination and Remuneration Committee undertakes a self-assessment at least once a year, which includes assessment of the compliance with the Company’s Code of Conduct.

Charter of the Executive Board

The Executive Board is a subcommittee appointed by the Board of Directors to be responsible for providing recommendations, consultation to the management, and overseeing the operations to ensure that they are in accordance with the established policies and action plans with efficiency, as well as considering scrutinizing matters to be presented to the Board of Directors for consideration and approval.
1.	Composition of the Executive Board
	1.1	The Executive Board shall consist of at least 5 members.
	1.2	The Board of Directors will elect 1 member of the Executive Board to be the Chairman of the Executive Board. If the Board of Directors deems appropriate, 1 or more executive directors may be elected to be a Vice-Chairman of the Executive Board.
	1.3	The Board of Directors appoints executive directors from the Company’s directors.
2.	Qualifications of the Executive Directors
	2.1	Executive directors who are also members of the Board of Directors must have full qualifications and no prohibited characteristics under the law on public limited companies and the law on securities and exchanges, as well as no untrustworthy characteristics in the management of the business owned by public shareholders as established by the Securities and Exchange Commission. To that end, they must be persons whose names are listed on the database of directors and executives of securities issuing companies in accordance with the Notification of the Capital Market Supervisory Board Re: Rules for Listing Names of Persons on Database of Directors and Executives of Securities Issuing Companies.
	2.2	Executive directors must have leadership, vision, decision-making independence, skills, experience that are beneficial to the Company, carefulness, honesty, and the ability to devote sufficient time to their responsibilities.
3.	Roles, Duties and Responsibilities of the Executive Board
	3.1	Delivering guidelines for policy, supervising, providing suggestions and advice for the Managing Director and management.
	3.2	Setting up a business plan, budget and managerial authority of the Company as assigned by the Board of Directors.
	3.3	Inspecting, following up to ensure compliance with the Company’s policies and plans with efficiency.
	3.4	Conducting feasibility studies on investment in new projects for business expansion and prospects.
	3.5	Having power to approve any juristic act binding upon the Company in an amount not exceeding Baht 500,000,000 (Five Hundred Million Baht Only) per transaction, excluding those transactions giving rise to a conflict or interest with the Company or its subsidiaries under the notifications of the Securities and Exchange Commission, including such transactions requiring approval from shareholders under the regulations of the Securities and Exchange Commission and the Stock Exchange of Thailand.
	3.6	Having power to approve, appoint, remove, and determine salary and other remunerations, including expenses and facilities of the Company’s officers or staff in the position of Assistant Managing Director or higher, but not including the Managing Director.
	3.7	The Executive Board or the Chairman of the Executive Board has the power to convene the Executive Board’s meetings and/or determine rules and regulations of the meetings as it deems appropriate.
	3.8	Reporting on the Company’s operational results to the Board of Directors.
	3.9	Proceeding with other matters as assigned by the Board of Directors.
4.	Nomination of the Executive Board
	4.1	The Board of Directors appoints executive directors from the Company’s directors.
	4.2	In case of an executive director is unable to remain in office until the end of the term, resulting in the number of its members of less than 5 members, the Board of Directors shall appoint a new executive director from the Company’s directors as replacement within 3 months from the date on which the number of its members is not complete.
5.	Term of Office of Executive Directors
	Executive directors shall have a term of office of 3 years, and a retiring executive director may be re-elected. The number of terms of office of an executive director is considered as reasonably necessary.
6.	Retirement of Executive Directors
	Other than retirement by rotation, executive directors will vacate office upon:
	6.1	Death;
	6.2	Submission of a letter of resignation to the Company, with effect from the date on which the letter of resignation reaches the Company;
	6.3	Termination of the directorship of the Company; or
	6.4	Removal under the resolution passed by the Board of Directors.
7.	The Executive Board’s Meeting
	7.1	The Executive Board has scheduled its meetings throughout the year in advance and gives prior notice to each executive director of the said schedule by December every year so that they can allocate time to attend the meetings.
	7.2	The Executive Board shall meet at least 12 times a year.
	7.3	The Chairman of the Executive Board and the Managing Director jointly consider agenda of the Executive Board’s meeting.
	7.4	The Company delivers the notice of each meeting together with agenda to executive directors at least 7 days prior to the meeting date, unless it is urgently necessary to safeguard the Company’s rights or benefits, the meeting may be called by other means and an earlier meeting date may be scheduled, and also delivers the supporting documents to executive directors at least 5 days prior to the meeting date.
	7.5	To constitute a quorum, the Executive Board’s meeting shall be attended by at least 50 percent of all executive directors.
	7.6	In the event that the Chairman of the Executive Board is not present at the meeting or is unable to perform his duties, executive directors present at the meeting shall elect one executive director to preside over the meeting.
	7.7	The final decision of the meeting shall be made by a majority of votes. One executive director shall have one vote, except for an executive director who has an interest in any matter shall not be eligible to vote on such matter, and where the executive directors who are connected persons or have interests in the agenda to be considered shall not attend the meeting or vote on such agenda.
8.	Executive Board Self-Assessment
	The Executive Board undertakes a self-assessment at least once a year, which includes assessment of the compliance with the Company’s Code of Conduct.

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