1. The Board of Directors consists of the Chairman of the Board of Directors and directors, totaling at least five persons, but no more than 15 persons, provided that at least two-thirds of all directors shall be non-executive directors, and at least three persons or at least one-third of all directors, whichever is greater, shall be independent directors.
   
   
2. The directors shall have such qualifications and shall not have any prohibited characteristics as set forth in the Public Limited Companies Act, with a three-year term of office.
   
   
3. The appointment of directors shall be transparent and comply with the Articles of Association as well as the criteria and procedures as established by the Nomination & Remuneration Committee. Names and backgrounds of candidates nominated for appointment as directors shall be submitted through the Nomination & Remuneration Committee and the Board of Directors for consideration to seek approval from the shareholders meeting. The said nomination process should allow the minority shareholders to nominate candidates for consideration and selection.

1. The Board of Directors shall have leadership, visions, ability, knowledge and experiences which are useful for the Company’s business operations, and shall also be independent to provide opinions, consider, conclude opinions and make decisions, significantly taking into account the optimum benefits to both the Company and its shareholders.
   
   
2. To ensure that the Board of Directors led by the Chairman of the Board of Directors shall be able to efficiently supervise the performance of the management, the Chairman of the Board of Directors shall not be the same person as the Managing Director.
   
   
3. Notwithstanding the qualifications in respect of independence as required under the Notification of the Securities and Exchange Commission, the Company also establishes additional qualifications for independent directors as follows:
   
   1) Holding no more than 1 (one) percent of all voting shares of the Company, its parent company, subsidiaries, affiliated companies     or any legal entity which may have a conflict of interest;
   
   2) Not being an employee, staff, advisor regularly receiving salary, or person with power to control the Company, its parent company,     subsidiaries, affiliated companies or any legal entity which may have a conflict of interest, for a period of at least three years.

1. The Board of Directors shall have the duty to supervise the Company’s operations to ensure its compliance with the laws, objectives and the Articles of Association, as well as resolutions of the shareholders meetings, by performing its duties with integrity, good faith and due care to protect the Company’s interest, including compliance with the rules and regulations as specified by the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission.
   
   
2. The Board of Directors shall give priority to the establishment of visions, missions, strategies, policies, directions and goals of the Company’s operations, as well as ensuring that the management has put the said policies and strategies into practice and achievement with efficiency, including regular review of the said visions, missions, strategies, policies, directions and goals in line with the surrounding circumstances at all times.
   
   
3. Investment budget and annual budget shall be established, along with supervision of the performance of the management to ensure that budgets are utilized to achieve results and for the optimum benefits to the Company and its shareholders.
   
4. Adequate, complete and accurate financial information and general information which are material to the shareholders shall be reported in a timely manner.
   
   
5. Efficient internal control and internal audit systems shall be introduced, along with such appropriate risk management measures and regular follow-up on the proceeding of such matters.
   
   
6. Roles, duties and responsibilities shall be clearly separated among the Board of Directors, the Executive Committee, subcommittees and the management, with regular communication regarding such roles, duties and responsibilities to the Board of Directors, the Executive Committee, subcommittees, the management and staff of the Company.
   
   
7. The Board of Directors shall take responsibility towards the shareholders in respect of the Company’s business operations, and supervision of the Company’s operations to be in line with the guidelines and goals, which would give rise to the optimum benefits to the shareholders, by taking into account the benefits of all interested parties.

1. The Board of Directors shall regularly meet at least once every three months, with special meetings as necessary. The management shall prepare reports on results of operations for submission to the Board of Directors on a monthly basis.
   
   
2. Agenda of each meeting shall be clearly determined in advance. Notice of the meeting, together with agenda of the meeting, shall be delivered at least 10 days prior to the meeting date, and such documents in support of the meeting shall be delivered at least three days in advance, so as to allow the Board of Directors to have sufficient time to review such information prior to attending the meeting.
   
   
3. Any director who may be involved or have any interest in any agenda item of the meeting shall refrain from providing any opinion and shall abstain from voting on such matter.
   
4. Non-executive directors shall meet at least once a year to discuss management problems without participation of the management, and the results of such meeting shall be reported to the Managing Director.
   
   
5. The Company’s secretary shall be appointed to organize the holding of all meetings of both the shareholders and the Board of Directors, as well as the subcommittees, and to provide advice relating to laws and regulations of which the Board of Directors should be aware.

1. Executive Committee: At least three up to five members of the Board of Directors shall be appointed as members of the Executive Committee, with the duties to lessen the burdens of the Board of Directors in respect of administration and management as well as routine work beyond the power and authority of the Managing Director, so as to allow the Board of Directors to have more time to focus on policy-making and supervision of the management.
   
   
2. Audit Committee: At least three members of the Board of Directors shall be appointed as members of the Audit Committee, provided that all of them shall be independent directors having the qualifications as prescribed in Clause 3.2, and that at least one of them shall have knowledge in accounting and/or finance, with the duties to audit and supervise the Company’s operations, including to monitor the preparation of financial reports, internal control system, selection of the auditor, and consideration of conflicts of interest.
   
   
3. Nomination & Remuneration Committee: At least three members of the Board of Directors shall be appointed as members of the Nomination & Remuneration Committee, provided that at least one of them shall be an independent director and one independent director shall act as Chairman of the Committee, with the duties to establish criteria and procedures for recruiting persons qualified to take office as directors and the Managing Director, including ensuring the transparency of selection in accordance with the specified nomination procedures, as well as arranging for Succession Plan for key positions in management, determining the criteria for consideration of remuneration for directors and the Managing Director on the basis of fairness, relatively comparable to those of other companies in the same or similar industry, which shall be proposed to the Board of Directors for consideration and approval or for submission to the shareholders for consideration and approval, as the case may be.
   
   
4. Corporate Governance Committee: At least three members of the Board of Directors shall be appointed as members of the Corporate Governance Committee, provided that the majority of which shall be independent directors and one independent director shall act as Chairman of the Committee, with the duties to propose guidelines for good corporate governance to the Board of Directors, including to regularly review and update the said guidelines.
   
   
5. Risk Management Committee: At least three members of the Board of Directors shall be appointed as members of the Risk Management Committee, provided that at least one of them shall be an independent director and one independent director shall act as Chairman of the Committee, with the duties to set out the Risk Management Policy for the Company as a whole, and assign the management to perform in compliance with such Policy, including to develop and review the Company’s Risk Management System to ensure its continual efficiency, by way of regular evaluation and follow-up of the risk management procedures, with reports on risks and suggestions to the Board of Directors once a year.

Furthermore, to ensure the total independence of the subcommittees in the performance of their duties, the Chairman of the Board of Directors shall neither act as Chairman nor member of any subcommittees.

1. The Board of Directors shall consider the remuneration for directors in reliance on fairness and reasonableness when compared with the applicable criteria of the same or similar industry, and based on their experiences, duties, scope of roles and responsibilities of the respective directors, as well as additional duties and responsibilities from acting as subcommittee members, whereby such remuneration shall then be proposed to the shareholders meeting for approval.
   
   
2. The remuneration for members of the Board of Directors and high level executives shall be announced in the Company’s annual report and financial statements.

1. All shareholders shall be fairly and equally treated.
   
   
2. The Board of Directors has established the “Guidelines for Prevention of Use of Inside Information” for strict compliance by all directors, executives and staff of the Company in order to refrain from using inside information for personal gain or for the benefit of other persons.
   
   
3. The directors and executives shall disclose information relating to their interest, as well as those of their related persons, to the Board of Directors to allow the Board of Directors to consider the Company’s transactions which may have conflicts of interest and to make decision for the Company’s overall benefit.

1. The Board of Directors shall select place, schedule appropriate time of meeting, and facilitate the shareholders in attending the meeting, as well as ensuring equal treatment to all shareholders.
   
   
2. The Board of Directors shall send notice of the meeting, together with agenda of the meeting, to all shareholders at least seven days prior to the meeting date, and the Board of Directors shall provide its opinions on the respective agenda items.
   
3. The chairman of the meeting shall give an equal opportunity to the shareholders to offer opinions and make inquiries at the meeting on matters pertaining to the Company, and shall record significant inquiries and opinions in the minutes of the meeting.
   
4. Any director who has no urgent business shall attend the shareholders meeting, and the shareholders may make inquiries to the Chairman of any subcommittee on relevant matters.
   
   
5. Any shareholder who is unable to attend the meeting in person may appoint a proxy to attend the meeting and vote on his/her behalf.