Corporate Governance Policy

The Board of Directors has specified the objectives and goals of the organization in conducting business to achieve sustainability and creating value for the business, customers, all stakeholders and overall society, including communication for personnel at all levels to perform their duties to achieve the specified objectives and goals and creating the culture of the organization.

In addition, the Committee will promote the introduction of technology and new innovations to be used effectively conduct business in accordance with the specified policies, including the review of objectives goals and annual strategic plans, to ensure that they are consistent with the economic conditions and potential of the organization and monitor the evaluation closely.

The Company has a policy in determining the structure of the Board of Directors in accordance with the business and size of the Company and the law as follows:

1. The Board of Directors consists of people with various qualifications in terms of knowledge, ability and experience that can benefit the Company. The Board of Directors plays an important role to determine the policy and organization overview, including overseeing, inspecting, and evaluating the Company’s operations according to the plan.
2. The Board of Directors has at least 5 people but not more than 12 people. The Board of Directors must have independent directors at least 1 in 3 of the total number of the directors, but not less than 3 people. This will create the balance of consideration and voting on various matters appropriately. The independent directors must have the qualifications in accordance withthe regulations of the Securities and Exchange Commission and the Stock Exchange of Thailand. The Nomination and Remuneration Committee is responsible for recruiting persons with appropriate knowledge, expertise and experience to perform duties that are beneficial to the Company’s business and presenting to the meeting of the Board of Directors and/or the Shareholders’ meeting to consider and appoint the directors of the Company. However, after the company is listed on the Stock Exchange of Thailand, the Company will disclose information of directors and sub-committees such as age, gender, educational background, experience, shareholding proportion, tenor in the position, number of meetings attended, the remuneration of the Board of Directors both monetary and non-monetary, director positions in other listed companies, roles, duties and responsibilities and report the performance of the Board and the Committees in the Company’s annual report and/or on the Company’s website.
3. The Board of Directors has a term of not more than 3 years in accordance with the relevant laws. The independent directors shall have a term not exceeding 9 years unless there are reasons and necessities as the Board of Directors deems appropriate.
4. Director and management of the Company can be a director or management of the Company’s subsidiaries or other companies but must comply with the regulations of the Securities and Exchange Commission and the Stock Exchange of Thailand including other relevant laws. However, each director will hold the position of director for listed companies not more than 5 companies in order to perform duties and allocate time appropriately and will attend the Board’s meetings not less than 7 5 percent of the total meetings in that year.
5. The Chairman and the Chief Executive Officer of the Company will not be the same person in order to clarify the responsibility between the policy determination, supervision and routine management. The Company has determined the authority, duty and responsibility of the Chief Executive Officer clearly and assigned the Chairman of the Board of Directors must be an independent director.
6. The Board of Directors has appointed four sub-committees, consists of the Executive Committee, the Audit Committee, the Nomination and Remuneration Committee and the Risk Management Committee to operate on specific matters and propose the matters to the Board of Directors for an approval by setting a charter for the sub-committee to define the scope of authority and reviewing a charter regularly.
   1. 6.1 The Executive Committee consists of at least 4 Executive Directors to support the Board of Directors in managing the business of the Company in accordance with the policies, plans, regulations and any orders, including goals set out under the framework by the Board of Directors. The details of the components, qualifications, authorities, duties and responsibilities appear in the Executive Committee Charter.
   2. 6.2 The Audit Committee consists of at least 3 Audit Committee members to support the Board of Directors in supervision, inspection of administration, internal control and compliance with relevant laws including the preparation of financial reports to ensure that the operation and disclosure of the Company information is transparent and reliable. The details of the components, qualifications, authorities, duties and responsibilities appear in the charter of the Audit Committee.
   3. 6.3 The Nomination and Remuneration Committee consists of at least 3 members of the Nomination and Compensation Committee to recruit qualified persons to be appointed as the Company’s directors, subcommittee and the Chief Executive Officer of the Company including considering the form and criteria of remuneration of the directors, subcommittee and the Chief Executive Officer of the Company to reflect obligations and individual responsibility and present the opinion to the Board of Directors’ meeting and/ or the Shareholders’ meeting for further consideration and approval (as the case may be). The details of the components, qualifications, powers, duties and responsibilities appear in the Charter of the Nomination and Remuneration Committee.
   4. 6.4 The Risk Management Committee consists of at least 3 members of the Risk Management Committee to support the Board of Directors in determining risk management policies that are appropriate, sufficient, effective, and overseeing the overall risk management system or process at an acceptable level. The details of the components, qualifications, powers, duties and responsibilities appear in the Charter of the Risk Management Committee. In addition, the Company has appointed the Company Secretary to perform duties related to the Board of Directors’ meeting and the Shareholders’ meeting including supporting the Board of Directors by giving advice on legal requirements and regulations relating to the Board of Directors’ performance
7. In overseeing the operations of the subsidiaries or affiliated companies, the Company will consider sending representatives of the Company which has qualifications and experience as a director in the subsidiaries or affiliated companies to supervise the business management and report the performance of the subsidiaries and affiliated companies to the Board of Directors’ meeting. The Board’s seat in the subsidiaries or affiliated companies will be at least in accordance with the Company’s shareholding proportion and/or as agreed between the Shareholders of the subsidiaries and affiliated companies.
8. The Company has specified in the Charter of the Board of Directors and the subcommittees that each committee is responsible for evaluating the annual performance of the Board of Directors and the subcommittee and individually. The subcommittees are required to report the evaluation results to the Board of Directors annually.

1. The Board of Directors has assigned the Nomination Committee to consider the criteria and methods for recruiting suitable persons for the position of the Chief Executive Officer. However, the Board of Directors has specified the qualifications of the Chief Executive Officer, high-level executives, succession plan, with details as according to the policy on recruiting executives to inherit important positions of the Company.
2. The Board of Directors will oversee that the remuneration structure and the evaluation of high-level executives have been carried on appropriately by comparing to the duties, responsibilities, and estimated remuneration level among other businesses in the same industry, the company performance as well as performance and capabilities of each high-level executive.
3. The Board of Directors has established a Succession Plan to prepare for succession of the Chief Executive Officer, high-level executives with the objective to continue the business operations.
4. The Board of Directors will monitor the management and development of personnel regarding the number of personnel, knowledge obtained skills, experience, and appropriate motivation. Besides, the Board of Directors will promote the training and educating for those involved in the corporate governance system of the company such as directors, audit committee, executives, and company secretary.
5. The Company has established a provident fund so that employees have sufficient savings to guarantee retirement including encouraging employees to have knowledge and understanding in money management to ensure that employees will have a good quality of life and work with the company in the long run.

The Board of Directors was conscious of the importance and the support of innovations development since it creates business value and contributes to the company’s sustainable growth. In the meantime, the Company has created mutual benefits for the Company, customers, business partners or related parties and adheres to its responsibility to society and the environment. The Company also has allocated and efficiently managed resources. The Board of Directors will promote innovation then will monitor and encourage the management to use innovation as part of the operational development strategy and to use it to define business model and thinking methods, improve operational process, manage the information technology management as well as supervise the risk management for the Company will be able to achieve objectives, business strategy and the main goal. In this regard, the guidelines for each group of stakeholders are as follows:

To ensure an effective risk management system, the Board of Directors has appointed the Risk Management Committee to help the Board of Directors in managing risks that may occur to the Company. The Risk Management Committee has various duties, including:

1. Consider, evaluate, and review the risk characteristics and identify the Company’s risk and determine the Company’s risk appetite.
2. Consider and set risk management policies, both internal and external in accordance with the strategy and direction of the business, which must cover at least 4 risks as follows.
   1. 2.1 Financial Risk
   2. 2.2 Operational Risk
   3. 2.3 Strategic Risk
   4. 2.4 Compliance Risk
3. Consider and determine strategies and guidelines for risk management in accordance with the risk management policy to assess, monitor, and supervise risk levels within an acceptable level.
4. Consider budgeting and methods of responding to risks that may occur to the Company in order to be used as rules for the operation of each type of risk situation and propose the budget and methods to the Board of Directors for approval.
5. Report to the Board of Directors about risks and risk management.

The authorities and duties and responsibilities of the Risk Management Committee appear in the Risk Management Committee Charter as follows.

1. The Board of Directors has appointed the Audit Committee to oversee and supervise the Board of Directors regarding its operational duty towards the Company. Moreover, the Audit Committee will also provide honest opinions on financial reports, internal control system and risk management so the Company will effectively achieve the objectives desired.
2. The Board of Directors will monitor and resolve the issues concerning the conflicts of interest that may occur among the Company, management department, Board of Directors and shareholders. The Board will assure that there have measures or methods in contemplation of preventing improper use of the property, information and opportunities of the Company as well as dealing with doing transactions improperly with persons who have a relationship with the company.
3. The Company provides the code of conduct and the policy of the use of insider information to prevent the improper use of property and information. The Company also creates the policy for conducting transactions with connected persons in order to prevent inappropriate transactions with connected persons.
4. The Board of Directors has established a clear anti-corruption policy and communicated to employees at all levels of the organization and outsider for real implementation. The Board of Directors will arrange a project or guidelines to resist corruption, including supporting activities that promote all employees to comply with relevant laws and regulations and arranging for accepting complaints and handling cases as specified in the anti-corruption policy. The Company will provide communication channels to allow employees and stakeholders to report clues or complaints. The Company has established measures to protect the whistleblower or the complainant and the witness from any harm arising from whistleblowing, complaint, witnessing or giving information to the Company.
5. Director and management of the Company are responsible for reporting conflict of interest and related parties to the Company. The Company has set a duty to report conflict of interest in the Charter of the Board of Directors. It is required that the Company’s directors to inform the Company immediately in the event that directors have conflict of interest in any transactions with the Company.

To ensure an effective risk management system, the Board of Directors has appointed the Risk Management Committee to help the Board of Directors in managing risks that may occur to the Company. The Risk Management Committee has various duties, including:

1. The Board of Directors adhere to the importance to the disclosure of financial information that is accurate, sufficient, timely, by ensuring that there will be sufficient number of personnel involved in the preparation and disclosure of information who have knowledge, ability and are suitable for their responsibilities.
2. The Board of Directors will ensure that the disclosure of information, financial statements, annual report, Form 56-1 and preparation of Management Discussion and Analysis (MD&A) have adequately reflected financial status and performance of the Company. The Audit Committee is responsible for the quality of financial reports and give an opinion to the Board of Directors.
3. The Board of Directors will monitor the adequacy of the company’s liquidity and Long-term debt paying ability. In which the management has to quarterly report to the Board of Directors and there must be a discussion between the management and the Board of Directors to find a solution in the event that there have business factors indicating liquidity problems.
4. After listing on the Stock Exchange of Thailand, the Company will publish the information of the Company to shareholders and the public through the channels and media of the Stock Exchange of Thailand and the Company’s website and provide a responsible person to contact and provide information to shareholders, investors, securities analysts or related departments including any person.
5. The Board of Directors will promote the use of information technology in the dissemination of information. In addition to the dissemination of information in accordance with the rules determined by the Stock Exchange of Thailand, the Board of Directors will provide information disclosure in both Thai and English through other channels, such as the Company’s website and keep information up to date.

The Board of Directors recognizes importance to basic rights of shareholders both as investors in the securities and the owner of the Company, such as the right to buy, sell, transfer the securities, the right to receive a profit sharing from the Company, the right to receive sufficient information and the right to attend the meeting to exercise the voting right at the shareholders’ meeting to appoint or remove directors, appoint auditors, approve important transactions that affect the Company’s business, allot dividend, determine or amend of the company’s memorandum and articles of association, decrease or increase the capital and approve special transactions etc.

The Company has a mission to promote and facilitate the shareholders to exercise of their rights as follows:

1. Provide date, time, location, and agenda with explanations and reasons for each agenda or the resolution as requested in the invitation letter for the Annual General Meeting and Extraordinary General Meeting or in the attachment of the meeting agenda for the decision of the shareholders and refrain from any actions which limit the opportunity of the shareholders to study the information of the Company
2. Facilitate all groups of shareholders to fully exercise their rights to attend the meeting and vote and refrain from any actions which limit the opportunity for shareholders to attend the meeting, such as using a meeting location that is convenient for travel including a map for meeting location in the invitation letter, the right date and time and sufficient time for the meeting. Attending the meeting to vote should not have a complicated or expensive process.
3. Before the date of the shareholders’ meeting, the Company will allow the shareholders to send comments, suggestions, or questions in advance of the meeting date by clearly specifying criteria for submitting questions in advance and notify the shareholders together with the delivery of the invitation letter and the Company will disseminate the criteria on the Company’s website.
4. Encourage shareholders to use a proxy form in which shareholders can specify voting directions and propose at least 1 independent director as an alternative to shareholders’ proxies.
5. In the shareholders’ meeting, the chairman of the meeting will allocate the time appropriately and the Company will open the opportunity for shareholders to express their views, suggestions, or questions on various agendas before voting on any agenda.
6. Encourage the directors and high-level executives of the Company to participate in the shareholders ‘meeting to answer shareholders’ questions.
7. Arrange the meeting resolution for each agenda in case there are many agendas such as the appointment of the directors.
8. The Company will support the use of ballots in important agendas, such as connected transactions, acquisition, or disposition of assets, etc., for transparency and accountability in counting votes.
9. The Company will provide independent persons to assist in the counting or checking of votes in each agenda and disclose to the meeting together with the minutes of meeting.
10. After the shareholders’ meeting is completed, the Company will prepare the minutes of meeting recorded the correct and complete information, including important issues, questions, opinions, and recommendations for validating from the shareholders. In addition, the Company will bring voting results in each agenda, the minutes of meeting on the Company’s website.
11. The Company will send a copy of the minutes of meeting to the Stock Exchange of Thailand within 14 days from the date of the meeting.
12. Encourage the Company to use technology in the shareholders’ meeting including shareholder registration and counting and displaying results to facilitate the meeting instantly, accurately, and precisely.

The Board of Directors has determined the fair treatment for all shareholders whether a major shareholder or a minor shareholder, shareholders who are executives or not executives, Thai or foreign shareholders with the following guidelines.

1. Send a meeting invitation letter with agendas and opinions of the Board of Directors to the Stock Exchange of Thailand and disseminate the meeting agenda via the Company’s website in accordance with related rules, regulations, and laws.
2. Specify rules and procedures for minority shareholders to nominate candidates for the position of the Company’s directors which can be nominated through the Nomination and Remuneration Committee in advance of the meeting date including the dissemination of information of the qualifications of the nominated persons.
3. Determine rules for minority shareholders to raise additional agendas in advance of the meeting date to demonstrate fairness and transparency in considering whether to add agendas proposed by minority shareholders.
4. Shareholders, who are executives, should not add unnecessary agenda without prior notice, especially the important agenda that shareholders need to spend time to study information before making a decision.
5. In conducting each shareholder’s meeting, the Company will give every shareholder equal opportunity. Before starting the meeting, the Chairman of the meeting will explain to the shareholders the rules and regulations that are used in the meeting, exercise of voting rights, voting rights for each type of share and the method of counting votes of shareholders.
6. In the agenda regarding the election of directors, the Company will support the election of each director.
7. Determine the Board of Directors to report a conflict of interest on any agenda at least before considering the relevant agenda in the Board of Directors’ meeting and record the said interest in the minutes of the Board of Directors’ meeting including prohibiting the Board of Directors who have a significant interest to give an independent opinion on the relevant agenda and participate in the meeting on that agenda.
8. Set guidelines for the storage and prevention of the use of internal information of the Company in writing and inform the said guidelines to everyone in the Company to comply with. The Board of Directors determines that every director and executives responsible to report securities holding report to the Company Secretary and present to the Board of Directors for acknowledgment in the next meeting and disclosed in the annual report of the Company.

The Company will provide the review of the appropriateness of the policy on good corporate governance and apply to the business of the Company in the board meeting in February every year.

Business Ethics

The company has set up a code of business ethics as a guideline for conducting good business. All executives and employees adhere to this code while the board of directors and executives must be leaders and act as role models who perform duties with honesty, fairness, transparency, and accountability in order to promote a sustainable good corporate governance culture in the organization.

Communication and Promotion for Direct Action

New Employee Orientation In order for employees to be aware of and practice proper behavior in the workplace, the company provides educational communication about good corporate governance and anti-corruption for employees within the company.

Follow-up Compliance Checks The company has defined that employees and executives have to acknowledge and comply with good corporate governance policy, business ethics, anti-corruption policy, and other regulations of the company as duties and responsibilities. Furthermore, the company follows through with internal audit processes and complaints if directors, executives, or employees commit misconduct in accordance to good corporate governance principles. Such misconducts will be considered as disciplinary offenses and if such actions are believed to be illegal, in respect to the company’s rules and regulations or the government regulations, then the company will refer the matter to government officials for further action.

Supervision of Insider Information

The Company recognizes the importance of overseeing the use of information within the Company. Executives and employees must use confidential or insider information of the Company that has not been disclosed to the public for direct and indirect profit, including not trading the Company’s securities using inside information to avoid misuse of insider information. The Company has implemented the following actions:

1. The company has a duty to report and will provide information on changes in holdings of securities and future contracts of the person, spouse, children, and other members of the household along with other juristic persons of the company’s directors and executives who hold more than 30 percent of the total number of voting rights to the Office of the Securities and Exchange Commission (SEC) under Section 59 and penalty provisions under Section 246 of the Securities and Exchange Act of 1992 (2535 BE, including previous corrections). The company will also report the acquisition or deposition of securities by relevant parties, their spouses, and minor children to the EC Office under Section 246 and penalty provisions under Section 298 of the Securities Act.
2. The company requires its directors and executives, including their spouses, minor children, and other members of the household, to prepare and disclose a report on changes in the holdings of the company securities and other relevant announcements to the SEC within the period specified in Section 59 of the Securities Act. Furthermore, related parties would also send a copy of such a report to the company secretary on the same day as the date of submitting the report to the SEC.
3. The company requires that the directors, executives, employees, and contractors of the company and its subsidiaries who receive insider information must refrain from trading the company’s securities for a time period of 1 month before and 24 hours after the financial statements or other insider information are disclosed to the public. Related parties must also not disclose such information to any other people before informing the Stock Exchange of Thailand. Furthermore, if there is an act that violates the aforementioned regulations, the company will regard violations as disciplinary offenses in accordance to the company work regulations. The penalty will be considered and apply appropriately to the case and could range from verbal admonition, written warnings, wage cuts, suspension without pay, as well as termination of employment.

Conflict of Interest Prevention

The company has established policies to prevent conflicts of interest based on the principle that any business decision must be in the best interests of the company and shareholders should avoid any action that may cause a conflict of interest, that is, any action in which a person involved with or has a stake in the transaction gains or loses benefits, whether directly or indirectly, by acting against the interests of the company or its subsidiaries. The company requires those who are involved or who have different interests to notify the company and acknowledge their relationship or interest in such a transaction and must not participate in such a transaction. The party with a conflict of interest also must not participate in the consideration of the transaction and must not have the authority to approve the transaction.

The agenda of the shareholders’ meeting If any director has any interest or involvement in any agenda. The members shall abstain from voting on that agenda.

Anti-Corruption Measures

The company realizes that corruption is a major obstacle to achieving corporate goals and the development of the national economy and society. Therefore, “anti-corruption policy” has been established throughout the organization and is adhered to and acknowledged by the directors, executives, and employees who place importance in practicing and reviewing them. The anti-corruption policy is annually revised and developed in order to be relevant to changing situations. In addition to setting policies and practices, the company also places importance in implementing policies, practices, and anti-corruption measures concretely within the framework of good corporate governance by adhering to good governance principles, business ethics with transparency, fairness, and accountability.

The company monitors results of operations to review and improve work plans and appropriately and consistently. The company performs corruption risk assessment, has an internal control system to prevent corruption risks, provides knowledge and training on corruption both inside and outside and outside the organization. The company also tracks and evaluates the implementation of policy and other related practices.

Whistle Blowing Measures or Complaints

The Practical Solution Public Company Limited has always focused on good corporate governance by conducing business that is moral and fair to all parties and gives importance to transparency and verifiability. Therefore, the company gives opportunities for employees to report or provide information about irregularities in the company business such as financial transactions and compliance with legal requirements or ethical standards by providing special channels.

In order to create confidence among employees or other information providers that the act of reporting or providing information would not cause the compliant or information provider any damages, the company has established mechanisms for protection and the mitigation of damage to those who reported or give information from unfair treatment such as persecution or threats.

The aforementioned mechanism is called the policy for protection and fairness to employees who report information or leads on corruption or noncompliance with the laws, rules, and regulations of the company and the company’s code of conduct.

The company believes that this mechanism will be a great asset to the company if used seriously. The company wishes that everyone would understand and study the mechanism in detail while implementing the mechanism correctly.

People with Complaint Rights

1. Employees and/or those who witness corrupt acts related to the organization either indirectly or directly such as seeing someone in the organization, government officials, or private agencies receiving bribes.
2. Employees and/or those who witness acts that violate the company’s procedures. Examples include inaccuracies in financial reports or defects in the company’s internal control systems that are suspected to be channels of corruption.
3. Employees and/or those who witness acts that would cause the company to lose benefits or otherwise affect the reputation of the company.
4. Employees and/or those who witness any any action that goes against the law, regulation, or ethics in the conduct of the company’s business.