Board of Directors consists of 4 Independent Director of 40.00% of whole Board which is higher than standard of 1 in 3 or 33.33% follows regulation of Capital Market Commission thus Independent Director has responsible for review process of management, propose and comments to support any beneficial to shareholders and avoid any unfair treatment as affect beneficial to shareholders and all stakeholders; set and disclose policies in term of related transaction to make sure that shareholders have highest return

2.  Appointment and term of office of the directors

              -  Criteria of Election and appointment of Board of Directors

                Board of Directors has qualification, experiences as needs and no prohibits characteristics follows PUBLIC COMPANY LIMITED ACT B.E.2535 and Securities and Exchange ACT B.E 2535 and other related laws thus Directors must have sufficient time to devote their knowledge and ability to perform duties for the company. The company has rules on person who will be elected as company’s director in accordance to Article of Association can be summarized as follow:

1.  Director who appointed and relieve from Shareholders meeting as period of holding position in accordance to company’s regulation when expiration of term then may

re-elected unless position is vacant not by rotation then Board of Director will appoint  appropriate person in replacement of vacant position

2.  The nomination of persons to be elected at the shareholders' meeting in replacement of director who retire by rotation due to currently the company has nomination                                 committee officially but in this nomination; Board of Directors are together for considering qualifications, experiences, specialize in vary kind of fields, vision and virtue, unblemished work history the propose to shareholder meeting for approval

3.  In every Annual General Meeting of Shareholders there should be director relieve 1 in 3 if total number of directors cannot divided into 3 parts then give out by number nearest to third part

4.  Election of Director by voting right separately – shareholders cannot split their vote

5.  The person who have highest votes respectively will being elected as a director equal to the number of directors to be elected at that time ; any director who retied by rotation can be

re-elected

6.  Shareholders voting – one share = one vote

            Year 2020, election of directors in replacement of rotation in 2018 Annual General Meeting of Shareholders held on April 30, 2020 in totaling of 4 names as follows:

            1.         Mr. Wutichai                             Leenabanchong

            2.         Mr. Theerachai                         Leenabanchong

            3.         Mr. Yanyong                             Wattanawongpitak

            4.         Associate Professor Pusit        Lertwattanaruk, PHD

            By this, Associate Professor Pusit Lertwattanaruk, PHD as retired by rotation has informed as will not request to be elected as a director again

            The 2020 Annual General Meeting of Shareholders has resolved on approval to re-select of directors in totaling of 3 directors

Term of position for Director

1. Board of Directors are appointed from Annual General Meeting of Shareholders in accordance to company regulations as term of position equal to 3 years consistent to PUBLIC COMPANY ACT and when expiration of term then may re-elect. Moreover, Board of Directors to recruit and scrutinize right person to ensure that the person who will be a director of the company has knowledge and experience

2. The company has set age of directors and/or highest term to hold the position continuously by believing that the age or duration of office is not an obstacle If compared with knowledge, ability and each valuable experiences each person have. Moreover, those people might bring beneficial to company as trusted from Board of Directors and shareholders The company has disclosed date of holding position of Directors and Independent Directors in Form 56-1 in title of 8.1 Board of Directors.

3. The company has set term of holding position for Audit Committee as well due to shareholder meeting has resolved to approve appointment of directors and audit committee

4. Board of Directors has information to compose consideration on recruitment of Independent Director who retired by rotation thus number of years of holding positions for consideration both in the invitation to the meeting and the annual report

In year 2019 there are 4 Independent Directors as follows

-           Nomination Committee

            Details shown in title of Recruitment and appointment of directors and top management

-           Qualification of Directors

            Details shown in title of Recruitment and appointment of directors and top management

-           Criteria for selection of independent directors and nomination process

            Board of Directors will design for selection of independent directors which is currently company has no nomination committee therefore selection process will be in accordance to rules and qualification from The Stock Exchange of Thailand and Market Supervisory Board then propose to Board of Director and shareholders meeting

3. Number of company which director holds position

            The company requires that each director hold a position of not more than 5 in listed companies so that every director has the intention and determination to perform the duties of the director trusted by Directors and Shareholders

      Board of Directors has policies on formulate guideline for director or executive chairman in a group that has knowledge, ability and expertise in that business also serve as a director subsidiary company

·      For holding position of director in registered company more than 5 companies

                  Year 2020, no director holding position of director in registered company more than 5 companies

·      For Independent Director who holds the position of director in registered company not  more than 3 companies

                   Year 2020, no independent director holding position of director in registered company more than 3 companies

·        For executive who holds the position of director in registered company not  more than 2 companies

                   Year 2020, Mr. Wutichai Leenabanchong is holding position of director in registered company which is our subsidiaries in totaling of 3 companies

            The company has disclosed information on names and details of each company’s director in Form 56-1 and Annual Report thus company has confident that it will not cause a conflict of interest and does not affect performance of duties of directors throughout the years, the Board of Directors has shown that the Board of Directors is able to devote time to work efficiently. In which the company received advice, recommendations and suggestions that are useful to the company's business continuously and consistently.

            By this, the company has policies and practices of holding position of Directors and Executives. The company will consider of sending Directors or Executives or Management with knowledge, abilities and skills and specialize in such fields to holds Directors position in subsidiaries by proportion of investment thus to supervise its subsidiaries for comply with company’s policies for highest benefit of company. For example, keep up the bookkeeping to preparation of consolidated financial statements of company which based on accounting period. By this, same accounting periods and critical accounting policies with company, disclosed importance information follows regulation of The Securities and Exchange ACT as announces from Capital Market Commission and The Stock Exchange of Thailand in the same manner as rules of company practices. For example, Related Transaction and acquisition of assets to ensure that appropriate internal control and effectiveness which cover policies of corporate governance

4.  Sub-Committee

     There are 4 sub-committees as consists of:

Remark: - Term of position for Audit committee equals to 3 years

  - Term of position for Remuneration committee, Risk Management Committee and Executive   

    Directors equals to 1 year

 All members in sub-committee appointed from Board of Director to practice in specific subject and propose to Board of Directors for acknowledgement thus Board of Directors may appoint subcommittee as appropriate to changes of situation (all members in subcommittee are independent director), qualification, understand roles; holding position of directors and subcommittee position by perform duties responsibly, honestly, morality, carefully and independently; It is believed that all directors understand and act strictly, and the structure of the various committees is acceptable to shareholders.

Apart from this, company has reviews process of Board of Directors and Sub-Committee yearly

By this, Directors and Top Management of company has not hold position as employee or shareholders of External Audit Company during the past 2 year

Apart from this, year 2020 Board of Directors allows director or non-executives can be discuss among themselves as appropriate by no management attendees and propose to Board of Directors for acknowledgement,

The company has Charter authority has prepared a series of last update of the Board of Directors, Audit Committee, Remuneration Committee and authority of Chief Executive Officer by passed approval of Board Committees and approved from Board of Directors meeting No.1-2019 held on February 27, 2020 (details shown in Form 56-1 No.9.2 Subcommittee) Including the authority to organize and conduct of the Board of Directors, Executive Committee and Chief Executive Officer (amended) to be consistence with business operation as approved by Board of Directors meeting No.1-2016 held on February 26, 2016.

·      Audit Committee

The Audit Committee consists of three board members who are qualified as independent in accordance with The Stock Exchange of Thailand announcement and the Company’s definition. All members are knowledgeable and have understanding and experience in accounting, finance and management.  The Audit Committee authorities, duties and works are in accordance with the Audit Committee charter.  The Audit Committee is an independent entity to support the board of directors in successfully eliminating conflicts of interest, verifying financial information presented to shareholders and related parties, auditing the specified internal control system, and communicating with the Company’s auditor thus each member has a role in selection process and lay off company’s auditor and duration of this position equals to three years

·      Remuneration committee

Presently, the remuneration committee consists of 3 directors which are all independent and not executive director to considering on remuneration of every committees and senior management by comparing on same industrials, experiences, roles and responsibilities including consideration on business expansion and lifetime of position equals to 1 year which will assign by each Annual meeting (Board of Directors) after Annual General Meeting of Shareholders held.

·       Risk Management Committee

            Board of Risk Management consists of 3 Director who are independently and as director but not executive who responsible to ensure that the Company has appropriate and effective risk management (term of position equal to 1 year) which has been approval from Boards meeting every year after Shareholders meeting.

·      Nomination Committee

               Presently, the Company has not officially established nomination committee. However, the Board of Directors nominates members by considering qualifications, experiences, expertise, vision, ethic, and unblemished working experiences with ability to express opinions independently.  Moreover, the past performance as a director is also taken into consideration.  The board members consider the aforementioned aspects and approve the nomination before propose to shareholders.  Except that the director position is vacant before the end of service term, the Board of Directors is authorized to appoint an appropriate person as specified in the Company’s regulations.

·       Executive Committee

The executive committee consists of 5 directors who are knowledgeable and have various experiences and understanding of responsibilities and the Company’s business.

The executive management committee is responsible for the Company’s business operation in committee format. The investing management committee members are appointed and approved by the Board of Directors in accordance with the Company’s regulations. The duration of this position equals to one year which will be assigned by each Annual Meeting of Board of Directors after Annual General Shareholders’ Meeting held.

5. Board of Directors meeting

                1. Board of Directors have set meeting once every quarter The meeting schedule for directors has been prepared in advance for each year, with clear agendas, which the company secretary will send in the meeting every December.

              2. Send the documents related to the meeting 7 days in advance in order to provide board members adequate time to study documents before meeting, each meeting will take  approximately 2 hours and in meetings there are openly and freely for feedback.

               3. Other consideration, Chairman (as represented as) Chairman of the meeting shall have an opportunity to express their opinions freely, Voting shall be by majority vote by each director has one vote and any stakeholders as Director has to abstain or no comment or no attend on those agenda if there are equal vote then chairman entitled to one vote as casting vote.

     Year 2020, voting for each agenda need to have 2 in 3 directors of total director

    4. Board of Directors has pay attention on management issues relating to conflicts of interest of all parties to carefully and fairly by fully disclose of information in case there is stakeholder as Directors then he/she has no right to comments of those agendas.

              5. Board of Director Meeting; If there are any suspect or need more information from related person then Chief Executive Officer will request executives to clarified and in case directors need some information then could contact corporate secretary

                   6. Board of Directors has given chance to director (not executive) can have a meeting as among themselves as appropriate and acknowledge Board of Directors

      7. Board of Directors has set 6 times for Board of Directors meeting which pursuant to

Directors, the Company will advance. In case there is urgent cases then could call the meeting as appropriate

              End of the meeting, corporate secretary is responsible for recording and storing minutes of meetings and approved by chairman and corporate secretary. By this, Directors may comments; amend in the minute of meeting for the corrections.

                   Minute of Board meeting and sub-committee will storage in folder at the head office as convenience for Directors and related person to be referred

                   Year 2020, the meetings are as follows:

                  - Total number of meeting for Board of Directors equal to 6 times as number of time held meeting are reasonable and sufficient for the duties of the Board of Directors as the nature of the business and every directors who attend the meeting shall attend more than 80% of meeting

                 - Audit Committee and Internal Audit has schedule meeting with company’s auditor quarterly together with inviting representatives from executives to attend the meeting. Year 2020, total number of meeting for Audit Committee equals to 5 times

                  - Audit Committee has a meeting with executive independently; decision and suggestion arise from the meeting will acknowledge Board of Directors

                  - The company has policies for non-executive to called meeting and there is no meeting in year 2020

6.  Remuneration of Directors and Executives

Remuneration committee will consider appropriate amount of compensation from experiences, duties, scope, roles, participating and responsibilities of each director as comparing with similar industries and taking business growth into consideration and proposed to shareholders meeting for approval every year.

By this, 2020 Annual General Meeting of Shareholders which held on April 30, 2020 has approved remuneration fees not exceeding 3.5 Million Baht as increased when compared to 2018 by paying each time at the same rate. Board of Directors has assigned to remuneration committee to determine remuneration of Directors and subcommittee thus proposed to Board of Directors for consideration and proposed to shareholding meeting every year.

   Remuneration Committee has set the structure/ element of proper compensation to responsibilities and benefits of each committee

             Remuneration of Chief Executive Officer (CEO) as senior executive of company, we have no policies to receive other fees except remuneration in term of director or employee, no share given, debenture or other securities to executives. The company has disclose details on remuneration fees individually in Form 56-1 No.8.4 Remuneration for Directors and Executives

               Remuneration of executives is in accordance to rules and policies which will considers performance based on the roles, duties and responsibilities of each person

             In year 2020, there is 1 times of remuneration committee meeting by set remuneration for Directors in year 2020 and proposed compensation to get approval from Board of Directors and Shareholders meeting respectively. The company has disclosed compensation of each person in Form 56-1 No.8.4 Remuneration for Directors and Executives

7.         Leadership and Vision

            Board of Directors has set visions, missions and policies including company corporate supervisor to be consistence to set objectives and targets for highest benefits as well as increase economic value for company and shareholders by considering the interest of all stakeholders thus there is freedom in expressing opinions and decision not to seek benefits for themselves or to any person; do not take any actions that are in conflict or is a competition with interests of the company or subsidiaries

            Boards has target indicators (KPI) on financial and any plans starting from beginning of year by follows business operation as monthly and quarterly to get status of the operation if the target is under Analysis to set the guidelines in order to find the solutions and change operational strategies to suit changing situations

            Board of Directors give importance to financial report that must truly reflect the operating results, assessment and standardize in administration and manage risk to be at appropriate level with efficiency and effectiveness under the principle of power balancing which could be check. Board of Directors is committed to development so that business of company is progressing steadily and able to create appropriate return for shareholders

Moreover, Internal Audit Committees are responsible for Internal Audit directly which includes make sure that internal control system are enough and appropriate risk management to keep company beneficial by used corporate governance as a tool for value added and reach company objective for highest returns to company and shareholders. Moreover, require Directors and Executives report to company on their stakeholders or any person who related to equity as related to management of company or subsidiaries follows regulations, conditions and methods which announced from Capital Market Commission.

Board of Directors has aware of importance on business operation by set vision and mission of company in order for Directors, Executives and employees intend to operate in the same direction also has policies to reviews annually.

            In year 2020, company has set vision in accordance to business policy as responsible for social and environment

8.         Roles and Responsibilities of the Board

      The Board of Directors has appointed from shareholders to represent of shareholders which has importance roles on setting management policies by join with executives to set policies, operating goals, operating plans and annual budget by executives and employees should go on to the same directions. By this, including supervision and monitoring of operation in accordance with business plans and budget set by effectively and efficiently.

      The company has determine and separate authorization of Board of Directors and management in various level clearly by considering on importance matters through comments from Board of Directors and subcommittee in order to balance and review transparently as well as moral to every related department. The company has disclosed duties and responsibilities of Directors (details shown in Form 56-1 No.8 Directors)

      In year 2020, Boards has officiate on supervision of business operation in accordance to law and regulations therefore there are not any irregularities.

            Corporate Secretary

            Follows Securities and Exchange ACT (No.4) BE.2551 has assigned to Board of Directors to appointed Corporate Secretary whom will be responsible for coordinate legal issues on behalf of company or Board of Directors. Corporate Secretary also has an important role in coordinate effectively in both internal and external. Board of Directors has appointed

            Ms. Jantharat Sodsonchit as corporate secretary as follows resolution from Board of Directors meeting No.4-2014 held on June 14, 2014 as passed Company Secretary Program (CSP) #7/2004 which is the course related to duties of corporate secretary from Thai Institute of Director (IOD) and holds position of (Senior Manager of compliance and investor relation section)

            Compliance and Investor Relation

The company has focused on organizations and its shareholders to its established compliance and investor relation department in order to coordinate with corporate secretary, secretary of internal audit and shareholders for achieve goals effectively. By this, assigned to Ms. Jantharat Sodsonchit (Assistant Manager of Compliance and Investor Relations) which has knowledge on accounting and passed training on company secretary program from Thai Institute of Directors No.7th in order to support efficient in operation and understanding in term of good corporate governance to Directors Executives and employees includes organization images.

9.         Consolidation or separation of positions

            The company has policies on separate of positions on responsibilities of Chairman and Chief Executive Officers which has knowledge, abilities, experiences and qualified and must not be the same person in order to balance the power By separating supervision and management duties from each other

Chairman and Acting Chief Executive Officer is the same person but there are independent from each other. The policy setting is clearly separated which the Company’s regulations clearly define and divide authorities of the Board of directors and different level management.  An important issue has to be considered by each committee in order to establish balance and verification for transparent and good governance.

The chairman of the Board of Directors and controller in this meeting had concluded independently by board members could give out their opinions or any proposal and support business management by authorized to Chairman, Chief Executive Officer to handles which will not interfere business management.

Although the chairman of the Board of Directors is not an independent director but performs his duties independently and allows all directors to independently express their opinions.  Hence, the Company believes that the chairman of the Board of Directors always places importance on and understands good corporate governance principles as well as encourages the implementation.

In year 2020, The Company has 5 Executive Directors by Chief Executive Officer is a leader for management, planning, operating which follows the policies as set by Board of Director. In addition, Executives has join with Board of Directors in determine of policies and business goals.

10.        Development of Directors and Executives       

            Board of Directors has giving importance to development of directors by encourage directors to attend the seminar or any course that useful in performing duties by focusing on the benefits of education, training that will develop directors in order to gain knowledge that is up to date in the competitive business situation all times also have policies to develop potential of personnel who are executives by providing training both inside and outside organization. In the past, company’s directors have attend training program from Thai Institute of Director (IOD) as Securities and Exchange Commission (SEC) requires directors of listed companies must past at least 1 training course such as Director Accreditation Program (DAP) and Director Certification Program (DCP) apart from mentioned courses directors are also give importance to enter into other courses provided by IOD such as Roles of Compensation Committee Program (RCC), Company Secretary; by objective of to enhance professional leadership, have knowledge and understanding truly, prototype on driving organization for good corporate governance. However, every directors have past basic training course of directors; Director Accreditation Program

            Year 2020, Directors and Executives attended to seminar and training as follows

11.        Evaluation of The Board of Directors, Subcommittee and Chief Executive Officer  performances

            Board of Director not yet evaluate results of Boards practices thus each director has consider, reviews work and various problems to improve and help Board to work more efficiently

Annual Evaluation of Audit Committee

            Audit Committee has evaluated in term of practice for each committee as use as a framework for auditing performance on duties of Audit Committee as in accordance to Corporate Governance Policies and/or good practices to improve operation of audit committee in accordance with policy guidelines and review problems and obstacles that occurred during the past year. By dividing the assessment into 3 areas which are

            1.         Structure and Qualification of Audit Committee

            2.         Audit Committee Meeting

            3.         Roles and Responsibilities of Audit Committee

Self-assessment of Audit Committee are as follows:

Annual evaluation of Chief Executive Officer

       Remuneration Committee will evaluate performance of Chief Executive Officer by the following manners

             1.  Leadership

             2.  Performance

             3.  Practice along with policies and strategy formulation