Principle 1.1

The Board of Directors shall understand their role and recognize their responsibilities as leaders in ensuring good corporate management, which includes:

• Establishing objectives and goals;
• Determining strategies, operational policies, and the allocation of key resources to achieve the objectives and goals;
• Monitoring, evaluating, and overseeing reporting on operational performance.

Principle 1.2

The Board shall oversee the Company to achieve good governance outcomes, at a minimum as follows:

• Competitiveness and favorable performance with consideration of long-term impacts;
• Ethical business conduct with respect for rights and responsibilities towards shareholders and stakeholders;
• Contribution to society and efforts to mitigate or minimize negative environmental impacts;
• Adaptability to changing circumstances.

In this regard, the Board shall adhere to the following practices to ensure good governance outcomes:

• Giving priority to ethics, social, and environmental impacts in addition to financial performance;
• Conducting themselves as role models in governance leadership to drive an organizational culture rooted in ethics;
• Establishing written policies for directors, executives, and employees that reflect principles and operational guidelines, such as the Code of Business Conduct;
• Ensuring effective communication so that directors, executives, and employees understand these policies, with adequate mechanisms for actual implementation, ongoing monitoring, and periodic review.

Principle 1.3

The Board shall ensure that all directors and executives perform their duties with responsibility and due care (duty of care) and with honesty and loyalty to the Company (duty of loyalty). The Board shall also ensure that operations comply with applicable laws, the Articles of Association, resolutions of the shareholders’ meeting, and established policies and guidelines. This includes having proper approval processes for significant matters such as investments, material transactions affecting the Company, related party transactions, acquisitions or disposals of assets, and dividend payments.

Principle 1.4

The Board must understand the scope of its roles and responsibilities. The Company shall establish charters for each of the various committees, clearly defining their authority, duties, and responsibilities, and shall monitor compliance by directors in performing their assigned roles. The Company shall also require that such charters be reviewed at least once annually, in order to ensure alignment with the Company’s direction.

Principle 2.1

The Company shall establish a clear and appropriate vision, mission, and policies, communicated to all stakeholders to ensure understanding of the objectives and main goals of the organization. These shall serve as guiding principles for personnel at every level in carrying out their duties to achieve such objectives and goals. Furthermore, the Board shall take into consideration the readiness, expertise, and competitiveness of the Company, the business environment, and changing factors, including the application of appropriate innovations and technologies to support sustainability.

Principle 2.2

The Board shall formulate strategies and annual plans aligned with the Company’s objectives and main goals. These strategies and plans must be based on analysis of the environment, relevant factors, and potential risks affecting stakeholders, with a commitment to social and environmental responsibility. The Board shall remain cautious of targets that may encourage unlawful or unethical behavior. The Board shall also continuously monitor the implementation of strategies and annual plans to ensure proper resource allocation and operational control in accordance with approved plans.

Principle 3.1

The Board is responsible for determining and reviewing the Board’s structure, including its size, composition, and the appropriate proportion of independent directors, necessary to guide the organization toward its defined objectives and primary goals.

• The Board is responsible for ensuring that its composition includes directors with diverse qualifications in terms of skills, experience, expertise, and specific attributes. This diversity ensures that the Board, as a whole, is properly qualified to understand and respond to the needs of stakeholders. Furthermore, at least one non-executive director must have experience in the Company’s core business or industry.
• The Board shall determine an appropriate number of directors to enable the Board to function effectively, with not fewer than five (5) directors.
• The Board shall maintain a balance between executive and non-executive directors that reflects an appropriate system of checks and balances, as follows:
• (a) A majority of directors shall be non-executive directors who are able to independently provide opinions on management performance.
• (b) Independent directors shall be of sufficient number and meet the qualifications prescribed by the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET). The Board shall ensure that independent directors can work effectively with the entire Board and provide independent opinions.

Principle 3.2

The Board shall appoint an appropriate person as Chairman and ensure that the composition and operation of the Board promote independent judgment and decision-making.

• The roles and responsibilities of the Chairman and the Chief Executive Officer (CEO) must be clearly defined and separated to prevent any single individual from possessing unlimited authority.
• The Chairman acts as the leader of the Board, with responsibilities including:
• Overseeing, monitoring, and ensuring the effective performance of the Board in fulfilling the Company’s objectives and main goals;
• Ensuring that all directors contribute to promoting an ethical corporate culture and sound governance;
• Setting the agenda of Board meetings in consultation with the CEO, and ensuring that significant matters are included on the agenda;
• Allocating sufficient time for management to present and for directors to deliberate thoroughly, thereby promoting careful, independent judgment and opinions;
• Strengthening constructive relationships between executive and non-executive directors, and between the Board and management.
• The Board shall adopt a policy limiting the tenure of independent directors to no more than nine (9) consecutive years from the date of their first appointment. Any extension of such tenure must be justified by reasonable necessity.
• To ensure important matters are carefully deliberated, the Board shall establish sub-committees to review specific matters, screen information, and propose recommendations prior to Board consideration.
• The Board shall disclose the roles and responsibilities of the Board and its sub-committees, the number of meetings held, individual director attendance, and the performance of each sub-committee.

Principle 3.3

• The Board shall convene meetings to determine the criteria and methods for recruiting qualified directors who possess the appropriate knowledge and expertise to ensure the Board’s overall suitability. The Board shall review candidates’ backgrounds before submitting their names for shareholder approval, and provide shareholders with sufficient information on the proposed candidates for informed decision-making.
• The Board shall review the criteria and methods of recruitment prior to each director’s term expiration. For re-nominated directors, the Board shall take into account their past performance.
• In cases where the Board appoints advisors to support the nomination and remuneration process, the Company shall disclose such advisors in the annual report, including their independence and absence of conflicts of interest.

Principle 3.4

When proposing directors’ remuneration for shareholder approval, the Board shall ensure that the structure and level of remuneration are appropriate to the responsibilities, and sufficient to motivate directors to lead the Company in achieving both short- and long-term objectives.

• Directors’ remuneration must align with the Company’s long-term strategies and goals, their experience, responsibilities, and scope of duties (Accountability and Responsibility).
• Shareholders must approve the remuneration structure and level, both in monetary and non-monetary forms. The Board shall consider all types of remuneration to ensure appropriateness, including fixed remuneration (e.g., retainers, meeting allowances) and performance-based remuneration (e.g., bonuses, gratuities), linking them to the value created for shareholders without encouraging excessive short-term focus.
• The Board shall disclose the remuneration policy and criteria, as well as the forms and amounts of remuneration. Disclosures shall include remuneration received by each director in their capacity as a director of subsidiaries.

Principle 3.5

The Board is responsible for ensuring that each director fulfills their duties responsibly and devotes sufficient time to their role.

• The Board shall ensure that mechanisms are in place to help directors understand their roles and responsibilities.
• The Board shall establish criteria regarding directors’ directorships in other companies, taking into account their ability to perform effectively, to ensure directors dedicate sufficient time to the Company. Limits shall be set on the number of directorships held in other listed companies, appropriate to the Company’s business nature.
• The Board shall establish a reporting system for directors’ external directorships and disclose such information publicly.
• If a director serves as a director, executive, or has direct or indirect interests in another entity with conflicts of interest, or could use Company opportunities or information for personal benefit, the Board must ensure adequate preventive measures are in place and that shareholders are informed as appropriate.
• Each director must attend at least half of the total number of Board meetings in a given year, unless there is a necessary reason.

Principle 3.6

The Board is responsible for ensuring that frameworks and mechanisms are in place for the governance of subsidiaries and associates.

• The Company shall establish an investment policy in subsidiaries and associates that supports its core business and aligns with its vision, goals, and growth strategies. Such investments shall generate increased profitability or create synergies that enhance competitiveness and help achieve the Company’s leadership objectives.
• Subsidiaries and/or associates may also invest in additional businesses if they demonstrate growth potential, can be leveraged for business expansion, or are beneficial to the Group’s operations, provided they yield appropriate returns.
• In considering investments, the Company shall establish governance mechanisms to ensure it can effectively supervise and take responsibility for subsidiary operations as if they were part of the parent entity. The Company shall appoint qualified and experienced representatives to sit on the boards of such subsidiaries (at least proportionate to the Company’s shareholding) to determine key policies and oversee operations.
• The Company shall also implement monitoring measures, including monthly performance tracking and financial problem reporting of subsidiaries and associates with material impact on the Company.
• Policies shall cover governance and financial control of subsidiaries and associates, including:

(1) Appointing directors and/or executives proportionate to the Company’s shareholding, unless restricted by law or regulations, to oversee significant policies and operations. Representatives on associate boards shall be appointed in accordance with investment agreements.

(2) Monitoring that directors and executives of subsidiaries/associates perform their duties in compliance with laws, regulations, and Company policies.

(3) Ensuring Company-appointed directors in subsidiaries/associates attend and vote in all meetings on matters of material importance.

(4) Allowing Company-appointed directors/executives to exercise judgment on routine operational matters for the benefit of the Company and subsidiaries/associates, except for matters requiring prior approval from the parent Board or shareholders

Principle 3.7

The Board shall conduct evaluations of the performance of the Board as a whole and of individual directors annually, to review achievements, challenges, and obstacles. The results of such evaluations shall be used to enhance and improve governance effectiveness.

Principle 3.8

The Board shall ensure that both the Board as a whole and each director possess adequate knowledge and understanding of their roles, the Company’s business, and applicable laws. The Board shall also support continuous development of directors’ knowledge and skills.

• Newly appointed directors shall receive orientation and necessary information to support their duties, including understanding of objectives, primary goals, vision, mission, core values, business nature, and operations.
• The Board shall ensure directors receive ongoing training and development.
• The Board shall ensure directors understand relevant laws, regulations, standards, risks, and business environment, and are regularly updated with current information.
• The Company shall disclose directors’ continuous training and development in the annual report.

Principle 3.9

The Board shall ensure that Board operations are conducted efficiently, with access to necessary information, and supported by a knowledgeable and suitably experienced Company Secretary.

• The Board shall schedule meetings and agendas in advance, enabling directors to allocate time to attend.
• The frequency of Board meetings shall be appropriate to the responsibilities of the Board and the nature of the Company’s business, but not fewer than four (4) times per year.
• Mechanisms shall be in place for directors and management to independently propose matters of benefit to the Company for Board consideration.
• Meeting materials shall be provided to directors at least seven (7) days in advance, unless urgent circumstances require otherwise to protect the Company’s rights or interests.
• The Board shall encourage the CEO to invite senior management to attend meetings to provide additional information and to allow directors to become familiar with key executives for succession planning purposes.
• Directors shall have access to additional information from the CEO, Company Secretary, or designated executives within approved policy parameters, and where necessary, may obtain independent opinions from external advisors at the Company’s expense.
• The Board may adopt a policy allowing non-executive directors to meet separately, without management, to discuss matters of concern, with results reported to the CEO.
• The Board shall define the qualifications and experience of the Company Secretary appropriate to advise on legal and regulatory matters, manage meeting documentation and important Company records, and coordinate compliance with Board resolutions. The qualifications and experience of the Company Secretary shall be disclosed in the annual report and on the Company’s website.
• The Company Secretary shall undertake continuous training and development, and, where applicable, attend certified programs relevant to their role.

Principle 4.1

The Board shall ensure that the Chief Executive Officer (CEO) and senior executives are recruited and developed to possess the knowledge, skills, experience, and attributes necessary to drive the organization toward its goals.

• The Board shall consider, or assign the Nomination and Remuneration Committee to consider, the criteria and methods for recruiting appropriately qualified persons to assume the position of CEO.
• The Board shall monitor and ensure that the CEO maintains a qualified team of senior executives. At a minimum, the Board or the Nomination and Remuneration Committee shall work together with the CEO to consider the criteria and methods for recruiting and appointing senior executives, and shall approve the persons proposed by the CEO.
• To ensure business continuity, the Board shall oversee the establishment of a Succession Plan for preparing successors to the positions of CEO and senior executives.
• The Board shall encourage and support the CEO and senior executives to undertake training and development in order to enhance knowledge and experience beneficial to their duties.

Principle 4.2

The Board, with recommendations from the Nomination and Remuneration Committee, shall ensure that appropriate remuneration structures and performance evaluation systems are in place.

• The Board, with input from the Executive Committee, shall determine a remuneration structure that motivates executives and employees at all levels to work in alignment with the Company’s objectives and primary goals, as well as the Company’s long-term interests.
• The Board shall consider and approve the criteria and factors for performance evaluation, as well as approve the remuneration structure for senior executives, and monitor the CEO’s evaluation of senior executives to ensure alignment with such principles.

Principle 4.3

The Board shall understand the shareholding structure and relationships that may affect the management and operations of the Company.

• The Board shall understand shareholder structures and relationships, which may take the form of family business agreements (whether written or unwritten), shareholder agreements, or policies of the parent group that affect management control over the Company.• The Board shall understand shareholder structures and relationships, which may take the form of family business agreements (whether written or unwritten), shareholder agreements, or policies of the parent group that affect management control over the Company.
• The Board shall ensure that such agreements do not hinder the Board’s ability to perform its duties, such as ensuring appropriate succession.
• The Board shall ensure disclosure of information regarding agreements that affect control of the Company

Principle 4.4

The Board shall monitor and oversee personnel management and development to ensure that employees possess appropriate knowledge, skills, experience, and motivation.

• The Board shall ensure that human resource management is aligned with the Company’s direction and strategy, and that employees at all levels are knowledgeable, capable, appropriately motivated, and treated fairly in order to retain the Company’s talent.
• The Board shall ensure the establishment of a provident fund or other mechanisms to enable employees to have sufficient savings for retirement, and shall also support employees in acquiring financial literacy, including the ability to select investment policies suited to their age and risk level.

Principle 5.1

The Board places importance on and supports operations that generate value for the business while simultaneously creating benefits for customers and stakeholders, and maintaining responsibility toward society and the environment.

• The Board shall emphasize the creation of an organizational culture and ensure that management incorporates it into strategic reviews, operational improvement planning, and performance monitoring.
• The Board shall promote initiatives to enhance the Company’s value in response to constantly changing environmental factors, which may include business model development and collaboration with business partners. Such initiatives must foster shared benefits among the Company, customers, partners, society, and the environment, and must not support inappropriate behavior, illegal activities, or unethical conduct.

Principle 5.2

The Board shall oversee and ensure that management conducts business responsibly toward society and the environment, and that such responsibility is reflected in the operational plan, thereby ensuring that all parts of the organization operate in alignment with the Company’s objectives, primary goals, and strategies.

• The Board shall establish mechanisms to ensure that the Company conducts its business ethically, responsibly toward society and the environment, and without violating stakeholders’ rights. This shall provide a framework for all parts of the organization to achieve sustainable objectives and goals. The Board shall therefore establish a Code of Business Conduct covering the following areas:

(1) Responsibility toward employees and staff

The Company shall comply with relevant laws and standards, treat employees and staff fairly, and respect human rights. This includes fair remuneration and benefits, welfare at or above the legal minimum as appropriate, occupational health and safety, training, capacity building, career advancement, and opportunities for employees to develop additional work-related skills.

(2) Responsibility toward customers

The Company shall comply with relevant laws and standards, with attention to health, safety, fairness, customer data protection, after-sales services throughout the lifecycle of products and services, monitoring customer satisfaction for continuous improvement, and conducting advertising, communications, and promotions responsibly, without causing misunderstanding or exploiting customer misconceptions.

(3) Responsibility toward business partners

The Company shall ensure fair procurement processes and contractual terms, provide knowledge and capacity building to improve product and service standards, encourage partners to respect human rights and treat their labor fairly, uphold social and environmental responsibility, and conduct monitoring and evaluation of partners to foster sustainable business practices.

(4) Responsibility toward communities

The Company shall apply its knowledge and business experience to develop projects that create tangible benefits for communities, with mechanisms for monitoring progress and measuring long-term success.

(5) Responsibility toward the environment

The Company shall prevent, reduce, manage, and ensure that it does not cause negative environmental impacts, covering raw material use, energy consumption, water consumption, use of renewable resources, waste generation and management, greenhouse gas emissions, and related impacts.

(6) Fair competition

The Company shall conduct business openly, transparently, and without creating unfair competitive advantage.

(7) Anti-corruption and anti-bribery

The Company shall comply with relevant laws and standards, establish and publicly declare an anti-corruption and anti-bribery policy, and encourage other companies and business partners to establish and publicly declare similar policies.

Principle 5.3

The Board shall define policies, business objectives, business plans, and budgets of the Company, and shall monitor management’s implementation in accordance with these policies, plans, and budgets for the maximum benefit of the Company and its shareholders as a whole. The Board shall review such business plans and budgets regularly, in order to oversee effective and efficient allocation and management of the Company’s resources, in line with the defined objectives and primary goals, and in a sustainable manner.

Principle 5.4

The Company shall establish a governance and management framework for enterprise information technology (IT) aligned with business requirements. The Board shall ensure that IT is utilized to create business opportunities, enhance operational efficiency, and manage risks, thereby enabling the Company to achieve its objectives and goals. Furthermore, the Company shall implement IT security management with sufficient security standards to safeguard business interests and operational efficiency.

Principle 6.1

The Board of Directors shall determine the Company’s risk management policy, covering the entire organization, and oversee the establishment of systems or processes for risk management with appropriate measures and controls to mitigate potential business impacts. In addition, the Company shall establish a Risk Management Committee responsible for identifying issues or risk factors that may affect the Company’s business operations and for finding ways to reduce or minimize such risks. The Committee shall report to the Executive Committee, the Audit Committee, and the Board of Directors.

Principle 6.2

The Board shall establish an Audit Committee that can perform its duties effectively and independently.

• The Board shall ensure that the Audit Committee comprises at least three (3) members, all of whom must be independent directors, possessing qualifications and duties as prescribed by the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET).
• The Board shall prescribe the duties of the Audit Committee in writing, at a minimum as set forth in the Audit Committee Charter.
• The Board shall ensure that the Company provides mechanisms and tools to enable the Audit Committee to access necessary information to perform its assigned duties, such as facilitating the ability to summon relevant parties to provide information, holding discussions with external auditors, or obtaining independent opinions from other professional advisors as deemed necessary.
• The Board shall arrange for the appointment of an internal audit function, either internal or outsourced, that operates independently and is responsible for developing and reviewing the effectiveness of the risk management and internal control systems, reporting directly to the Audit Committee, and disclosing the results in the Company’s annual report.
• The Audit Committee must express an opinion on the adequacy of the Company’s risk management and internal control systems and disclose such opinion in the annual report.

Principle 6.3

The Board shall monitor, manage, and resolve potential conflicts of interest that may arise between the Company and management, directors, or shareholders, including preventing the misuse of Company assets, information, and opportunities, and ensuring that related-party transactions are not conducted inappropriately.

• The Board shall oversee the implementation of information security systems, including the management of information that may affect securities prices (Market Sensitive Information). The Board shall also ensure that directors, senior management, employees, and external parties such as legal or financial advisors comply with the Company’s information security protocols.
• The Board shall ensure proper management and monitoring of transactions that may involve conflicts of interest, including establishing procedures to ensure compliance with applicable laws, disclosure requirements, and fairness to the Company and its shareholders. Stakeholders with potential conflicts of interest shall not participate in decision-making.
• The Board shall require directors to disclose their interests at least prior to Board deliberation on relevant matters, with such disclosures recorded in Board meeting minutes. Any director with a material interest that may impair their independence shall abstain from participating in the deliberation of that agenda item.

Principle 6.4

The Board shall oversee the establishment of clear anti-corruption policies and practices, communicated throughout the organization and to external parties, to ensure effective implementation. The Board shall also support activities that promote and instill compliance among all employees with applicable laws and regulations.

Principle 6.5

The Board shall ensure that the Company has mechanisms for handling complaints and whistleblowing cases.

• The Board shall establish mechanisms and processes to handle stakeholder complaints, including providing multiple convenient reporting channels. These channels shall be disclosed on the Company’s website and in the annual report.
• The Board shall establish clear policies and procedures for whistleblowing, including providing reporting channels such as the Company’s designated email address, independent directors, or the Audit Committee. The process shall include information verification, action, and reporting to the Board of Directors.
• The Board shall ensure appropriate protective measures for whistleblowers who report in good faith.

Principle 7.1

The Board is responsible for ensuring that the Company’s financial reporting system and disclosure of material information are accurate, sufficient, timely, and in compliance with applicable rules, standards, and practices.

• The Board shall ensure that personnel responsible for preparing and disclosing information possess the appropriate knowledge, skills, and experience for their duties and are sufficient in number. Such personnel include the Chief Financial Officer, accountants, internal auditors, the Company Secretary, and Investor Relations officers.
• When approving disclosures, the Board shall consider relevant factors. In the case of financial reports, the Board shall at minimum consider the following:
• Results of assessments on the adequacy of internal control systems;
• The auditor’s opinion in the financial statements and any observations regarding internal control systems, including other communications from the auditor, if any;
• Opinions of the Audit Committee;
• Consistency with the Company’s objectives, primary goals, strategies, and policies.
• The Board shall ensure that disclosures, including financial statements, annual reports, and Form 56-1, adequately reflect the Company’s financial position and performance. The Board shall also support the preparation of a Management Discussion and Analysis (MD&A) for each quarterly financial disclosure, so that investors better understand financial changes and performance beyond numerical figures.
• In cases where disclosures involve a specific director, that director shall ensure the completeness and accuracy of their own disclosure, such as shareholding information related to their group.

Principle 7.2

The Board shall monitor and ensure the adequacy of the Company’s financial liquidity and debt servicing ability.

• The Board shall oversee management’s monitoring and evaluation of the Company’s financial position, with regular reporting to the Board. The Board and management shall jointly address issues promptly upon indications of potential liquidity or solvency problems.
• When approving transactions or proposing matters for shareholder approval, the Board shall ensure that such actions do not compromise business continuity, liquidity, or the Company’s ability to meet debt obligations.

Principle 7.3

In situations where the Company experiences or anticipates financial difficulties, the Board shall ensure that the Company has plans or mechanisms in place to resolve such issues, with due consideration of stakeholder rights.

• If the Company is likely to face solvency challenges or financial problems, the Board shall closely monitor the situation and ensure that business operations are conducted cautiously and in compliance with disclosure requirements.
• The Board shall ensure that the Company establishes fair financial rehabilitation plans for stakeholders, including creditors, and monitor implementation, requiring management to report regularly on progress.
• The Board shall ensure that all decisions relating to financial problem resolution are made reasonably, regardless of the method used.

Principle 7.4

• The Board shall assess the appropriateness of disclosing information on legal compliance, adherence to codes of conduct, anti-corruption policies, fair treatment of employees and stakeholders, as well as corporate social and environmental responsibility, with reference to nationally or internationally recognized reporting frameworks. Such disclosures may be included in the annual report or issued separately as appropriate.
• The Board shall ensure that disclosed information is significant, and reflects practices that contribute to the creation of long-term sustainable value for the Company.

Principle 7.5

The Board shall oversee management in establishing an Investor Relations unit or designated personnel responsible for communication with shareholders and other stakeholders such as investors and analysts, ensuring communication is appropriate, equitable, and timely.

• The Board shall establish a Disclosure Policy to ensure external communication and information disclosure are conducted appropriately, equitably, and timely, through proper channels, while safeguarding confidential and market-sensitive information. The Board shall also ensure internal communication across the organization for consistent application of this policy.
• The Board shall assign appropriately qualified personnel responsible for providing external information. Such persons must understand the Company’s business, objectives, primary goals, and values, and be capable of effective communication with the capital market.
• The Board shall oversee management in setting the direction and supporting Investor Relations activities, such as establishing guidelines for disclosure, insider information policies, and clear duties and responsibilities of Investor Relations, to ensure effective communication and disclosure.

Principle 7.6

In addition to disclosures required by regulations and through the Stock Exchange of Thailand, the Board shall ensure disclosures are regularly provided in both Thai and English through other channels, such as the Company’s website, with current and updated information. At minimum, the Company shall disclose the following information on its website:

• The Company’s vision and mission;
• The nature of the Company’s business;
• Names of directors and executives;
• Financial statements and reports on financial position and performance for the current and previous years;
• Annual reports, available for download;
• Other information or documents presented to analysts or the media;
• Direct and indirect shareholding structure;
• Notices of annual general meetings and extraordinary general meetings of shareholders;
• The Company’s Articles of Association;
• Various operational policies;
• Contact information for Investor Relations or the Company Secretary, including the names of responsible persons, telephone numbers, and email addresses.

Principle 8.1

The Board shall ensure that shareholders are able to participate in decision-making on important matters of the Company.

• The Board shall ensure that important matters, both those prescribed by law and those that may affect the Company’s direction, are subject to shareholder consideration and/or approval, and that such matters are included as agenda items for the shareholders’ meeting.
• The Board shall support shareholder participation, for example:
• Establishing criteria allowing minority shareholders to propose additional agenda items in advance of the shareholders’ meeting. The Board shall consider including such proposals in the meeting agenda. If the Board declines to include a shareholder proposal, it must provide reasons to the shareholders’ meeting.
• Establishing criteria for minority shareholders to nominate individuals for directorships. The Board shall ensure such criteria are disclosed to shareholders in advance.
• The Board shall ensure that the notice of the shareholders’ meeting contains accurate, complete, and sufficient information for shareholders to exercise their rights.
• The Board shall ensure that the notice of meeting and related documents are sent and published on the Company’s website at least fourteen (14) days prior to the meeting date.
• The Board shall allow shareholders to submit questions in advance of the meeting, with criteria for advance questions disclosed on the Company’s website.
• The notice of meeting and related documents shall include the following:
• The date, time, and venue of the shareholders’ meeting;
• The meeting agenda, specifying whether each item is for acknowledgment or for approval, with clear separation of issues. For example, director elections and approval of director remuneration must be separate agenda items;
• The objectives, reasons, and Board opinions on each agenda item, including:
• (a) Dividend payment approval – Dividend policy, proposed dividend rate, rationale, and supporting information. In cases of non-payment of dividends, reasons and supporting information must be provided.
• (b) Director appointments – Names, ages, educational and work backgrounds, number of listed and non-listed companies in which the nominee holds directorships, nomination criteria and process, director type, and, in cases of re-nomination, details of past meeting attendance and date of first appointment as a director of the Company.
• (c) Director remuneration approval – Policies and criteria for determining director remuneration, as well as all forms of remuneration, both monetary and non-monetary.
• (d) Appointment of auditors – Name of auditor, audit firm, professional experience, independence, audit fees, and other service fees.
• Proxy form in accordance with the format prescribed by the Ministry of Commerce;
• Other relevant meeting information, such as voting procedures, vote counting and reporting, voting rights of each class of shares, information on independent directors proposed as proxy holders, required documents for shareholders attending the meeting, proxy documentation, and a map of the meeting venue.

Principle 8.2

The Board shall ensure that the conduct of shareholders’ meetings is orderly, transparent, efficient, and facilitates shareholders’ exercise of their rights.

• The Board shall determine the date, time, and venue of the meeting with consideration for shareholders’ convenience, such as setting appropriate meeting times sufficient for deliberation and selecting easily accessible venues.
• The Board shall prevent practices that unduly restrict shareholders’ opportunity to attend or impose unreasonable burdens, such as requiring documents beyond those stipulated by relevant regulators for attendance or proxy representation.
• The Board shall promote the use of technology in shareholder meetings, including registration, vote counting, and result announcements, to ensure that proceedings are efficient, accurate, and timely.
• The Chairman of the Board shall act as Chairman of the meeting, ensuring that the meeting is conducted in accordance with applicable laws, regulations, and the Company’s Articles of Association, allocating appropriate time for each agenda item as indicated in the notice of meeting, and providing opportunities for shareholders to express opinions and raise questions related to the Company.
• To enable shareholders to make informed decisions on important matters, directors as meeting participants and as shareholders shall refrain from supporting the addition of non-notified agenda items unless necessary, especially those requiring shareholders’ prior study.
• The Board shall encourage all directors and relevant executives to attend the meeting so that shareholders may raise questions directly.
• Prior to commencement, the Company shall inform shareholders of the number and proportion of shareholders attending in person and by proxy, and explain meeting procedures, voting, and vote counting.
• In cases where an agenda contains multiple items, the Chairman shall arrange for separate voting on each item, e.g., individual director elections under the director appointment agenda.
• The Board shall encourage the use of ballots for significant agenda items and the appointment of independent persons to count or verify votes, disclosing the results (approval, disapproval, abstention) for each item at the meeting and recording them in the minutes.

Principle 8.3

The Board shall ensure that resolutions of shareholders’ meetings and the preparation of minutes are accurate and complete.

• The Board shall ensure that the Company discloses resolutions of shareholders’ meetings together with voting results by the next business day through the SET information system and on the Company’s website.
• The Board shall ensure that copies of shareholders’ meeting minutes are submitted to the SET within fourteen (14) days from the meeting date.
• The Board shall ensure that the minutes of shareholders’ meetings contain at least the following information:
• Names of directors and executives present, and the proportion of directors attending and absent;
• Voting and counting methods, resolutions, and results (approval, disapproval, abstention) for each agenda item;
• Questions and answers raised at the meeting, including the full names of questioners and respondents.

Policy Review

• The Company shall review this Policy annually or when circumstances change, and any amendments shall be submitted to the Board of Directors for approval. This Policy was approved by the resolution of the Board of Directors Meeting No. 1/2025 on February 28, 2025, and became effective on the same date.