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Charter of Executive Committee

Charter of Executive Committee
1. Objective
    The Executive Committee is appointed by the Board of Directors to manage and supervise the
Company’s operation as assigned by the Board of Directors.

2. Composition
    2.1 Board of Directors appoint executive directors by selecting qualified directors or executives.
    2.2 Executive Committee consists of at least five directors.
    2.3 Selection and appointment must pass the selection process from Nomination and
          Remuneration Committee. In case of the absence of the Nomination and Remuneration
          Committee, the Board of Directors shall consider selecting qualified persons, taking into
          account their education background and experience.

3. Qualification
    3.1 Executive directors must be qualified, with capability, honesty, and morals in business
          operation. They shall sacrifice sufficient time to devote their knowledge and capability to their
          performance at for the Company.
    3.2 Be qualified and not be unqualified by the Public Company Limited law and other relevant laws

4. Term of the position
    4.1 The Executive Committee shall serve a term of three years.
    4.2 In addition to the expiration of term, the term of the members of the Executive Committee is
          terminated due to the following reasons:
          (1) Death
          (2) Resignation
          (3) Be unsuitable or unqualified, according to the Public Company Limited law
          (4) Removal by court order
          (5) Removal by resolution of the Board of Directors
    4.3 Executive directors who are the Company’s employees and reach 60 years old may be
          reelected upon the approval/appointment of the Board of Directors by the votes if more than half.
    4.4 In case that an executive director is about to complete his or her term, the Board of Directors
          shall considers appointment the replacement every year in the first Board of Directors’ meeting
          following the Annual General Meeting. A director who is about to complete the term can be
          reappointed for another terms.

5. Duties and responsibilities of the Executive Committee
    5.1 Propose to the Board of Directors to consider approving the following
  • goals
  • business policies
  • business plans
  • business strategies
  • management power
  • annual expenditure budget
  • risk management policies
  • scope of authority and responsibilities of the managing director
  • other matters that may have significant impacts on the company’s operation
  • other matters that the Executive Committee views that they are necessary to be proposed for
    approval or that they are relevant to the criteria set by the Company’s Board of Directors
    5.2 Ensure that the Company’s operation is in line with the Company’s business policies,
          business plans as well as business strategies already approved by the Company’s Board of Directors.
    5.3 Control and oversee the Company’s business policies, business plans, and business
          strategies as well as earnings performance of the subsidiaries.
    5.4 Be authorized to approve the borrowing or loan applications to finance the Company’s
          normal business operation and also to act as a guarantor and settle the payment to support
          the Company’s core business operation, with each transaction value not exceeding
          20,000,000 baht or equivalent. Such celling amount shall conform to the ceiling approved by
          the Board of Directors. However, this ceiling is subject to change as appropriate, under the
          Board of Directors’ consideration.
    5.5 Review and approve liquidity management for various transactions including deposits, bills of
          exchanges of financial institutions, government bonds, mutual fixed-income funds for the
          amount not exceeding 30,000,000 baht; and review deposit transaction reports prepared by
          the financial management department.
    5.6 Outline the Company’s organization and management structure, including recruitment,
          training, employment and termination of employment contracts of the Company’s employees.
    5.7 Ensure that the Company’s operation is in line with the Company’s business policies,
          business plans as well as business strategies approved by the Company’s Board of Directors.
    5.8 Perform other duties as occasionally assigned by the Board of Directors.
          However, in any transaction that may lead to conflicts of interest or personal benefits for any members
          of the Executive Committee (according to the Notifications of the SEC and the SET), the Executive
          Committee shall propose the transaction to the Board of Directors for further approval. A particular
          member of the Executive Committee with possible conflicts of interests shall not have a voting right in
          the Board of Director’s meeting regarding that transaction.

6. Meeting
    6.1 The Executive Committee must hold meetings, as appropriate or at least once a month.
          Executive directors shall attend the meeting regularly.
    6.2 In Board of Director’s meeting, at least half of the executive directors must attend in order to
          reach the quorum.
    6.3 The Executive Committee meeting must be attended by at least half of the members to be
          considered a quorum.
    6.4 A resolution of the Executive Committee is derived from majority votes of the committee
          members participating in the meeting. Any member who may stand to gain or lose in relation
          to any item on the agenda, shall not vote on the matter thereof.