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Charter of Corporate Governance Committee

Charter of Corporate Governance Committee
    In order develop or enhance corporate governance to ensure proper operation guidelines for best practices
of corporate governance for SET-listed companies, the Company thus establishes corporate governance to
oversee and promote corporate governance operation, which is a key component to strengthen the
Company’s corporate governance structure.
    1. Definition
    2. Appointment
    3. Qualification and Forbidden Qualifications
    4. Duties and Responsibilities
    5. Term and Remuneration
    6. Meeting
    7. Report

1. Definition
    In the charter, “the Company” refers to Matching Maximize Solution Public Company Limited and/or the
subsidiaries

2. Appointment
    The Board of Directors appoints the Corporate Governance Committee, consisting of at least three
members, two of whom are independent directors.
The Board of Directors shall appoint a member of the Corporate Governance Committee as the chairman of
the Corporate Governance Committee.
The Board of Directors or the chairman of the Corporate Governance Committee hold the power to appoint
a person or persons, as deemed appropriate, to be the secretary of the Corporate Governance Committee
to perform secretariat functions serving the Corporate Governance Committee.

3. Qualifications and forbidden qualifications
    The members of Corporate Governance Committee must possess the following qualifications and not hold
the following forbidden qualifications.
    1. Be a director but not be a chairman of the Board of Director or the CEO or other positions
        equivalent to the position of the CEO.
    2. Devote sufficient time for performing duties as a member of Corporate Governance Committee
    3. The members of Corporate Governance Committee, who are independent directors, must be
        independent as specified in the corporate governance principles.

4. Duties and Responsibilities
The Corporate Governance Committee holds the following duties and responsibilities.
    1. Determine corporate governance policies and business ethical principles and propose them to the Board of
        Directors for further approval and proceeding.
    2. Ensure that the Company’s operation and the performance of directors, management and employees comply
        with the Company’s corporate governance and ethical business principles.
    3. Evaluate and review policies, ethics and corporate governance guidelines of the Company in order to ensure
        they comply with relevant laws and practical guidelines of international standards and leading firms as well as
        suggestions from various institutions; consider the suggestions related to corporate governance provided by
        shareholders and present those suggestions to the directors as well as reply to the shareholders.
    4. Arrange the operation evaluation to ensure that the operation complies with the Company’s corporate
        governance policy and code of ethical business.
    5. Disclose the performance report of Corporate Governance Committee and complete the corporate governance
        report for stakeholders in the annual report.
    6. Oversee and provide suggestions regarding the corporate social responsibility (CSR).
    7. Monitor the operation of the Company’s directors and management to ensure that it is conducted in accordance
        with the Company’s corporate governance policy.
    8. Support and see that the Company’s business operation to conform to the corporate government policy, the
        risk management policy in regard to the anti-corruption policy and ensure that these policies are appropriate
        and adequate for business operation.
    9. Review the appropriateness of the changes in policy and guideline concerning anti-corruption operation, as
        suggested by the management who received suggestions from the anti-corruption working panel; propose the
        changes to such policy and guidelines to the Board of Directors for further approval.
    10. Arrange a mechanism and the process to control and monitor operation regarding risk assessment and anticorruption operation and ensure that the operation on these matters is sufficient to the business operation.
          Report the outcome of anti-corruption operation performance to the Board of Directors regularly every quarter.
    11. Propose corporate governance operation guidelines to the Board of Directors and offer any suggestions related
          to corporate governance matters to the Board of Directors.
    12. Determine principles and operational guideline and consider complaints; compile complaints and make
          summaries to be submitted to the Company’s Board of Directors for further consideration.
    13. Consider rewarding for performance of the corporate governance department
    14. Review and update the corporate governance principles to always keep it appropriate and up-to-date
    15. Perform any other corporate governance –related duties as assigned by the directors.

    Under the scope of responsibilities, the Corporate Governance Committee is empowered to determine related operation
guideline and also to order the management, department heads or relevant employees to provide opinions, attend the
meetings or submit necessary relevant documents. In addition, under this scope of responsibilities, Corporate
Governance Committee is eligible to seek advice from external independent directors or any experts in other professions
provided that such advice is necessary and appropriate. The Company will be responsible for cost related to such
advice.
    The Corporate Governance Committee holds direct responsibilities to directors and the committee is also responsible for
all forms of procedure the Company has done with third parties.

5. Term and remuneration
    A member of the Corporate Governance Committee shall serve the term equivalent to the term of the
position of the Company’s directors.
    When a member is about to leave the position or in case there is any event that a member is unable to
complete his/her term, the Board of Directors shall appoint a replacement and ensure the number of the
members of the Corporate Committee meets the minimum requirement within three months at the latest,
starting from the day of the shortage in number of members.
    In case a member completes the term but the Board of Directors is yet to appoint a replacement, the leaving
member shall remain in the position until his/her replacement is appointed.
    A member of the Corporate Governance Committee who has completed the term may be reelected. In
addition to the expiration of the term, a member of the Corporate Governance Committee shall leave if he or
she lacks qualifications and has forbidden qualifications as stated in Section 3 above. 3. Members of the Corporate Governance Committee
shall receive appropriate remuneration in accordance
with their responsibilities and the remuneration shall be approved by shareholders and the amount of the
remuneration shall be disclosed in the Company’s annual report.

6. Meeting
    Meetings can be called as the Corporate Governance Committee or the chairman of the Corporate
Governance Committee views necessary and appropriate. However, at least four meetings a year must be
organized.
    In calling a meeting, the chairman of the Corporate Governance Committee or the secretary of the
committee under supervision of the chairman informs the directors no less than seven days prior to the
meeting, except for certain emergency cases that other means of meeting invitation or calls for meetings
with a shorter notice are allowed.
    The Corporate Governance Committee meeting must be attended by at least half of the members to be
considered a quorum. In case the chairman of the Corporate Governance Committee is unable to perform
his/her duty, the attending members may assign any member to chair the meeting.
    A resolution of the Corporate Governance Committee is derived from majority votes of the committee
members participating in the meeting, each of whom has one vote. If the voting results in a tie, the chair
of the meeting shall cast an additional decisive vote. The secretary of the committee has no voting right.
    Any members who stand to gain or lose in any particular issues to be considered in the meeting agenda
must inform the issues to the meeting, have no voting right and leave the meeting. However, they can
remain in the meeting, provided that there is unanimous votes from the meeting attendees, excluding the
members who stand to gain or lose in particular issues, to allow such members who stand to gain or lose in
particular issues to be present in the meeting and clarify some issues to the meeting so that the meeting
can come up with a carefully considered resolution. However, such participants have to voting right
    The Corporate Governance Committee is authorized to invite the management or related parties as
appropriate to attend the meeting and clarify relevant issues.

7. Report
    The Corporate Governance Committee reports the operation to Board of Directors, as they deem
appropriate.