Board Responsibilities

7:　Board responsibilities

7-1:　Business code of conduct

Since the business ethics is important to a company’s reputation. The Board of Directors is therefore earnestly motivated that proper business ethics will be an integral part of the operations of the Company at all levels and of all those dealing with the Company. Therefore, the Board of Directors has developed the Company’s Code of Conduct in which all directors, executives and employees must comply with the Company’s Code of Conduct.

Human Resources is responsible for keeping all employees informed and compliant. The Company’s Code of Conduct is included in the Employee Handbook provided to Employee when starting to work for the company and when there is amending the company’s code of conduct, the Employees must sign their acknowledgment. In addition, the internal audit is responsible for monitoring. The Internal Audit will report to the directors when there is an important incident that has a non-compliance.

The Company will not tolerate any illegal or unethical conduct. Anyone who violates the Code of Conduct will be investigated and subject to disciplinary action which may include termination of employment. In case of involvement in illegal activities the Company will proceed according to the law. The details of the Company’s Code of Conduct are as follows: which can be viewed at the company’s website at

https://www.metco.co.th/corporate-governance/board-responsibilities/ as well

7-2:　Corporate Code of Ethics

7-2-1:　Labour
The Company gives importance to respecting human rights and expressions which are the basic rights of every employee equally and without discrimination. Therefore, the Company shall adhere to and follow the following labour standards strictly.

(1) No forced labour
The Company shall not employ forced or involuntary labour, debt-settlement or obligated labour, slave and prison labour. The employees may take leave as necessary and reasonable subject to the requirements, laws, and agreements. In addition, the employees are not required to submit official documents such as an identification card, passport, or work permit to the Company.

(2) No child labour
The Company shall not employ a child under 18 years of age and shall not employ child labour, in order that they may complete their education before entering the employment system.

(3) Working hours
The Company shall not specify excessive working days per week according to Labour Law and shall comply with it strictly. Employees shall have at least 1 day off every 7 days.

(4) Remuneration and fringe benefits
The Company shall pay the remuneration to the employees according to the applicable requirements and laws, including the minimum wage, overtime pay and other fringe benefits as required by law. The Company shall explain clearly to the employees about the remuneration and fringe benefits payment procedure and distribute pay slips in a timely manner.

(5) No maltreatment or sexual harassment
The Company shall not tolerate sexual harassment, physical punishment, maltreatment, sexual abuse, physical and mental force, shouting, or disparagement in the workplace.

(6) No discrimination
The Company shall not discriminate when recruiting, employing, promoting, paying remuneration, training employees, and job applicants according to nationality, colour, age, sex, sexual orientation, race, physical disability, pregnancy, religion, political involvement, labour union participation, or marital status.

(7) Social freedom
The Company realizes and respects the employees’ lawful rights to the freedom of assembly, including participating or representing the CP&H Committee or any lawful organization or association. The employees may communicate with the executives freely about the work conditions and living arrangements without fear of threat or punishment.

7-2-2:　Health and safety
The Company shall realize that the products and services, production accuracy, and the employees’ morale are based on effective work safety and a suitable working environment. Therefore, the Company shall strictly comply with and abide by the following health and safety standards.

(1) Safety
The Company shall take effective action to control safety in the workplace in terms of design, engineering principles, management principles, and shall implement preventive maintenance and establish safe work procedures. If the workplace risks cannot be controlled with the safe level, appropriate safety equipment shall be provided for the employees involved in such duties.

(2) Response to an emergency
The Company shall identify and estimate the situation then implement the plan and procedures to respond to and counteract any emergency, and implement a suitable rehabilitation plan after an emergency in order to minimize the impact.

(3) Injury and illness due to work
The Company shall apply the following methods and systems to manage, follow-up, and report any injury and illness due to work.

(a) Encourage the employees to report incidents

(b) Classify and record any injury and illness case by case

(c) Provide suitable treatment

(d) Investigate the cause of any accident and implement corrective action and document the improvement result

(e) Facilitate employees to resume working

(4) Industrial hygiene
The Company shall identify, assess, and control the work related to chemical, biological and physical substances, as well as provide suitable safety equipment for the operators handling such work.

(5) Ergonomically-related work
The Company shall identify, assess, and control the work related to the employees’ physical load, such as lifting or moving heavy objects, work that involves standing or repetition continuously for a long period, and shall provide suitable equipment to the employees involved with such duties.

(6) Safety equipment for working with machines
The Company shall prepare and install safety equipment on machines, such as a cover at dangerous positions, interlocks, and implement maintenance consistently.

(7) Canteen
The Company shall prepare, maintain, and improve the restrooms, drinking water quality, food, the cooking area, and the raw materials storage area to be clean and hygienic.

7-2-3:　Environment
The Company realizes that environmental responsibility is important to world class products, so the Company’s activities shall have a minimal impact on the environment and natural resources. Therefore, the Company shall strictly comply with and adhere to the following environmental standards.

(1) Environmental certification and reports
The Company shall strictly comply with the requirements and laws related to the environment, and shall obtain the license or certificate according to the required standards as well as follow-up and report consistently.

(2) Pollution prevention and natural resource conservation
The Company shall encourage pollution prevention and natural resource conservation, such as saving water and energy, adjusting the production processes and machines, improving maintenance methods, using renewable materials or raw materials, recycling or reuse.

(3) Chemicals and hazardous materials
The Company shall identify all hazardous chemicals and materials that may affect the environment, and ensure the correct and safe handling, storage, recycling, reuse and disposal of such materials.

(4) Waste water and waste
The Company shall monitor, control, and manage waste water and waste from the Company’s activities, production process, and utilities’ usage appropriately before subsequent treatment.

(5) Air pollution
The Company shall classify, monitor, control, and manage volatile organic chemicals, corrosive chemicals, ozone depleting particles and substances, and combustion residue resulting from the Company’s activities.

(6) Requirements related to chemical substances
The Company shall comply with the laws and regulations related to chemical substances contained in the product including the laws and regulations on recycling, disposal and labelling.

7-2-4:　Business ethics
In order to improve social responsibility, the Company shall strictly adhere to and comply with the following ethical standards.

(1) Integrity of business operations
The Company shall operate its business honestly and shall not allow corruption, exploitation, or fraud by the Company. The Company shall dismiss and take legal action against any wrongdoers.

(2) No improper exploitation
The Company shall not offer or receive a bribe, entertainment, and others in order to secure an improper advantage.

(3) Disclosure of information
The Company shall disclose information on the business activities, organizational management, financial status, and business the performance accurately and according to the relevant requirements, laws, and practices.

(4) Intellectual property
The Company shall respect all intellectual property and control it effectively in order to avoid infringement. In addition, the Company shall transfer or manage the Company’s and third party’s technology or know-how carefully to protect such rights.

(5) Fair trading of shares
The Company shall strictly comply with the relevant requirements and laws and shall not take advantage of internal information obtained from work to trade the Company’s shares.

(6) Whistleblower protection
The Company shall protect whistleblowers who tell about any breach of the requirements, laws, or corporate ethics, and protect them from a wrongdoer’s malicious or physical threats in the workplace.

(7) Local and social development participation
The Company shall strive for and encourage participation in local and social sustainable development through educational, sporting, and cultural activities.

7-3:　Corporate vision/mission
The Board of Directors has established the corporate vision/mission as shown in “Company Profile” section in this website. The Company’s Board of Directors has stipulated that performance which is based on the strategic goals must be reviewed every quarter. The Board has managed strategic plans and an indicator of success, found out solutions in case that the goals are not achieved. As the non-financial performance indicator, the Company has continuously surveyed customers’ satisfaction with various aspects including on-time delivery ratio, which has been recorded 100% achievement both of quality and delivery evaluation for many years

7-4:　Policy of holding directorship at other companies of the Managing Director
Holding a position in other Board of Directors In order to achieve proper conduct or appropriate time allocation in carry out the responsibility of the Company’s No.1 management, the Board of Directors has a policy do not allow the Chairman of the Board of Directors to be a director of any other listed company except that the parent company, subsidiary and associated company. In addition, the chairman of the company, as the company’s 1st executive, has never been allowed to hold a directorship position of any other company listed on the stock exchange, this does not include the parent company, subsidiaries, and affiliates. Each director may hold a directorship in other companies not more than 3 companies.

7-5:　Internal Audit (I/A) Operation
The Company has the Internal Audit to supervise financial and operational activities. These ensure that these activities are conducted to achieve company objectives with the regulations specified by the Company and applicable laws. The Internal Audit is given total independence to conduct their duties, and they report directly to the Audit Committee. The system of internal control and supervision is ascertained and evaluated on a regular basis by an authorized auditor. So far, no significant mistake has been found in any operation process of the Company and every procedure is being carried out efficiently as planned.

The Audit Committee has appointed Ms. Darunee Chang to the head of the Internal Audit.

7-6:　Diversity of the Board of Directors

The company has a policy that the company should maintain diversity in its board structure. The person who is the director of a company not only have to be fully qualified but also requires knowledge, skills, and various types of experiences that cover a wide fields and areas of expertise.

7-7:　Qualification of Director
The Company has criteria used in selecting a new director. Any person who serves as a director of the Company shall meet the following qualifications.

(1) To have no prohibited characteristics as specified in the laws relating to public limited company and notification of the Securities and Exchange Commission.

(2) To have knowledge, skill, education, experience and expertise suitable and appropriate for the Board composition, aligned with strategic directions of the Company, and contribution to the Company’s objectives and strategies.

(3) To be able to make him/herself dedicated to all the duties as assigned, especially to manage his/her time for participating in all the Board Meetings and the Shareholders’ Meetings in order to make key decisions.

(4) To have ethics, honesty, trustworthiness, moral and any other features required by laws and other related regulations.

(5) To have other qualifications that the Board may later consider appropriate or are required by laws and regulations.

Note: None of the present Directors of the Company Board has been a former employee or partner of the current external auditor of the Company in the past two years.

7-8:　Process Followed in Appointing New Directors
The appointment of Directors of the Company must be approved by the shareholders’ meeting. A list of candidates qualified to be Directors of the Company is proposed for appointment at the shareholders’ meeting by the Board of Directors based on the proposal by the Nomination Committee. The Nomination Committee considers, selects and proposes to the Board of Directors suitable candidates in accordance with the Qualification of Director shown in this Management section including the capabilities aligned with the Company’s strategic directions. The selection is to proceed as follows:

(1) Each shareholder has a number of votes equal to the number of shares he/she holds.

(2) Each shareholder may use the total number of votes he/she has to elect one or more Directors, but may not divide his/her votes into portions among two or more candidates.

(3) The candidates who receive the most votes are considered to be elected as Directors, in the other of most votes received to least, up to the number of Directors to be elected at that time. If two or more candidates receive the same number of votes for the final position available, the Chairman of the meeting makes the decision on which candidates are to be chosen.

7-9:　Orientation for New Directors
The Company provides newly appointed Director with an orientation program covering the nature of business, vision, mission, policies, rules and regulations of the Company as well as the roles and responsibilities of the Board of Directors.

7-10:　Directors’ Training
The Company has a policy of encouraging Director of the Board to attend continuous and professional training programs organized internally in the Company or externally by various institutions such as SET, SEC, IOD or the audit firm. 4 directors out of a total of 7 directors have passed the Thai Institute of Directors Association (IOD) courses such as DAP,DCP courses which can be found in more details in Attachment1.

7-11:　The Board of Directors’ meeting

The Board of Directors meeting will be held regularly at least every three months, the time, venue, and agenda will be set in advance and inform to the Board of Directors. So that the Board of Directors will have enough time to prepare for the meeting. The Documents pertaining to each meeting will be sent to the committee at least 7 days in advance to allow the Board of Directors to have enough time to study. and at the time of the Board of Directors’ resolution, there must be no less than two-thirds of the total number of directors. The meeting secretary will take detailed minutes of the meeting and store them in a file and this meeting minutes will always be available for review.

In addition, independent committees are able to hold meetings to check on other matters apart from the regular meeting agenda of the Board of Directors independently of the Company’s top management.

The company has set a policy on the minimum number of quorums at the time when the Board of Directors will vote at the Board of Directors meeting that there must be no less than two-thirds of the total number of directors.

7-12:　Report of the Board of Directors

The Board of Directors is responsible for the accuracy of the Company’s overall financial statements and the specific financial statements will prepare financial statements accurately according to Thai accounting standards. The preparation of financial statements is complete with due diligence to disclose appropriately important information about the Company to the public. The Board of Directors is also responsible for the disclosure of financial information of the Company in its annual information report (56-1 One report)

The Board of Directors is also responsible for ensuring that The Company’s actions are done effectively and efficiently to achieve expected business results and prevent significant misconduct in operations. The Board of Directors has assigned an audit committee consisting of experts in the field with external experience to be responsible for the financial reports. Internal Control System and Internal Risk Management System on 26^th November 2021, the Audit Committee also approved the Company’s overall financial statements report and the Company’s specific financial statements report. This will be displayed in the Annual Information Report (56-1 One report)

7-13:　Roles and Responsibilities of the Board of Directors 

(1) To undertake the Company management in compliance with the laws, the Company objectives, the Articles of Association and the resolution of the Shareholders’ Meetings with integrity and in good faith and protect the Company interest.

(2) To determine the vision, mission, policies and business strategies of the Company and review every year with supervising the implementation of the Company’s strategy. 

(3) To approve and review key business matters of the Company, such as financial targets, work plans and budget at least once a year.

(4) To oversee the management team’s performance in order to ensure due attentiveness and care.

(5) To establish the Good Corporate Governance Policy and review the compliance with it annually.

(6) To establish the Risk Management Systems and assess the results.

(7) To review the Company’s internal control and internal audit systems to be correctly and efficiently conducted.

(8) To approve the Corporate Code of Ethics, review the compliance with it at least once a year and revise from time to time according to the changing environment.

(9) To approve the policy to prevent Directors, management and employees from using inside information for personal benefit and monitor the compliance.

(10) To report to the Company any conflict of interest of their own and/or related person in relation to the Company or subsidiaries’ management.

(11) To establish and provide employee and other stakeholders with the Whistleblowing Channel together with the feedback mechanism.

(12) To prepare and submit the audited financial reports in accordance with generally accepted accounting principles as well as supervising and examining the financial reporting system for accuracy, transparency and adequacy.

(13) To consider and approve investment and capital expenditure.

(14) To approve the related transactions between the Company and its subsidiaries in compliance with the relevant notifications, regulations and guidelines.

(15) To arrange meetings of the Board of Directors, at least once a quarter, with the presence of as many Directors as possible.

(16) To establish the mechanism for the annual performance evaluation of the Board of Directors, sub-committees and high-level Executives in order to assign appropriate remuneration.

7-14:　Roles and responsibilities of the Board of Executives
The Board of Executives of the Company is to perform the following responsibilities.

(1) Plan, and steer the Company to achieve the set goals. The goals are to be under the law, the regulations of the Company and the agreements of the Board of Directors.

(2) Establish the Company’s policies for financial management, import and export management, as well as local and international marketing.

(3) Supervise the Company’s overall production to ensure quality products that meet the needs of the market.

(4) Take care of other responsibilities as assigned by the Board of Directors.

Note: None of the present member of the Board of Executives of the Company has been a former employee or partner of the current external Auditor of the Company in the past two years.

7-15:　Performance Assessment of the Board of Directors

7-15-1:   Performance Assessment of the Board of Directors
The Board of Directors conducts the annual self-assessment of the Board’s overall performance covering the following 6 topics;

(1) Structure and qualifications of the Board

(2) Roles, duties and responsibilities of the Board

(3) Board meetings

(4) Board performance

(5) Relationship with management

(6) Self-improvement of Directors and Executive development.

In addition, each Director of the Board conducts the annual self-assessment on an individual basis covering the following 2 items;

(1) Knowledge and understanding of being a director

(2) Performance of director.

The Company Secretary will distribute an evaluation form to all Directors for both of the above-mentioned self-assessments. The completed form will be summarized and reported to the Board of Directors.

7-15-2:　Performance Assessment of the Subcommittees

The Board of Directors conducts the annual assessment of subcommittees, Those Committees evaluate their own assessment following a preliminary format set by the Stock Exchange of Thailand (SET). The Company Secretary reports the result to the Board of Directors. The result of 2022 assessment is as follows:

7-15-3:　Evaluation of the Chairman of Board of Directors performance
The Executive Committee evaluates the Chairman’s annual performance in accordance with the guideline set by the Stock Exchange of Thailand. (SET). The topics assessed are as follows:

(1) Leadership

(2) Strategic Planning

(3) Strategic Actions

(4) Financial planning/performance

(5) Relationship with the Executive Committee

(6) External relations

(7) Management/Human Resource Relations

(8) Succession planning

(9) Knowledge about products/services

The report concluded that the final score was 95 point, which was considered excellent performance.

7-16:　Plan to hold the position of Chairman of Board of Executive (COO)

The Board of Directors has continually developed a plan to assume the position of Chairman of the Company in order to ensure that all stakeholders are confident that the operation. The Company will not be stuck from the vacant position. Managing the succession plan of the Chairman of the Board of Directors/Chairman of the Executive  (COO) Committee is the responsibility of the Board of Directors. In the event that there is a planned change of the chairman of the company, such as retirement, the entire board of directors will be involved in the selection of assignees. After discussing with the Nomination Committee.

In the event of an emergency assignment due to an accident or unexpected situation, the Board of Directors will hold a special meeting to appoint the Acting chairman. Executive Chairman for the remaining time specified.

The Board of Directors will review Annual plan for the induction Considered and recommended by the Nomination Committee to anticipate the rise of the position within the company.  The ascension plan will be updated and revised according to the latest situation related to the Company’s operations.

7-17:　Roles and responsibilities of the Chairman of the Board of Directors

The Chairman of the Board of Directors has more duties and responsibilities than other directors as follows:

(1) Calling the Board of Directors’ Meeting and the Shareholders’ Meeting and set agenda.

(2) Acting as a chairman in both the Board of Directors’ meetings and the shareholders’ meetings.

(3) Vote for a decisive vote in the event that the Board of Directors’ Meeting or the Shareholders’ Meeting have equal votes; and

(4) Perform other duties in accordance with the law specified for the Chairman of the Board of Directors.

7-18:  Roles and Responsibilities of the Chairman

The Chairman of the Company has additional duties and responsibilities than other directors as follows:

(1) Responsible for the operation of the company Manage the business in accordance with the objectives, business plans, policies, budgets, rules, and regulations approved by the Board of Directors.

(2) Manage and control the day-to-day business of the company

(3) Regularly monitor and evaluate the Company’s performance to avoid internal and external risks. Report and update information on financial and administrative performance to the management. Audit Committee and Board of Directors

(4) Determine the objectives, policies, and strategies of the company. as well as suggesting guidelines and monitoring overall operations for the best interests of the Company and report the Company’s performance to the Board of Directors.

(5) Responsible for changes in the organization of the company under the supervision of the Board of Directors, including making decisions on appointments, transfer staff and discharged from the position Set salary rates, compensation, bonuses, and other benefits for employees.

(6) Approve all operations under the rules and resolutions of the Board of Directors’ meeting.

(7) Authorize, advise, announce and record to ensure that the company can comply with policies and discipline.

(8) Authorize another person to perform any specific task on their behalf under the limitations specified in the power of attorney and/or in accordance with the rules, regulations, and recommendations of the Board of Directors.

(9) Acting on behalf of the Board of Directors in managing the Company’s business and to ensure that it complies with the rules, regulations, policies, and resolutions set forth by the Board of Directors and the shareholders’ meeting.

(10) To perform any other tasks as assigned by the Board of Directors from time to time.

7-19:  The Roles and responsibilities of the Company Secretary

To comply with good corporate governance practices, the Board of Directors Meeting No. 1/2021, dated 12^th February 2021, resolved to appoint Ms. Jirapat Janngam as company secretary (More details about the Company Secretary appear in Attachment No. 1) who will perform the following duties and responsibilities carefully and comply with applicable laws, objectives, Articles of Association of the Company and all resolutions of the Board of Directors’ meeting and the shareholders’ meeting:

(1) To prepare and keep the following documents:

(1-1) Directors’ Profile

(1-2) Invitation Letter and Minutes of the Board of Directors Meetings

(1-3 Invitation Letter and Minutes of the Shareholders’ Meetings

(1-4) Company’s annual report

(2) To keep track of the Company’s related–party transaction disclosures, as report by Directors or management

(3) To Organize the Board of Directors and shareholders’ meetings

(4) Draft management policies

(5) To record the minutes of the Board of Directors meeting and the shareholders’ meeting, and to follow them up to ensure compliance of the resolutions of these meetings

(6) To ensure the disclosure of the Company data and information to the authorized supervising bodies in accordance with the regulations and requirements of the government authorities

(7) To ensure the Company and the Board of Directors compliance with the laws and requirement of the SEC/SET.

(8) To promote and standardize good corporate governance in the company.

(9) To communicate with shareholders to ensure that they receive their entitlement and information from the company.

(10) To manage the activities of the Board of Directors.

(11) To perform other duties as assigned by the Board of Directors.

7-20:　Audit Committee
The Audit Committee of the Company consists of three Independent Directors as follows;

1. Mr. Wanchai Umpungart, Chairman of the Audit Committee
2. Mr. Nop Rojanavanich, Audit Committee member
3. Mrs. Wongtipa Bunnag, Audit Committee member/The Secretary of Audit Committee

The Audit Committee of the Company has the scope of duties and responsibilities to the Board of Director on the following matters:

(1) To audit and ensure the accuracy and adequate disclosure of information in the Company’s financial report. To coordinate with the external auditors and the management responsible for arranging both quarterly and annual financial reports. The Committee may recommend that the auditors audit or inspect any items as necessary and significant during the Company audit.

(2) To audit and ensure the appropriateness and efficiency of the systems for internal control as well as the internal audit. To audit the effectiveness as well as the adequacy of the risk management procedure, consider the independence of the Internal Audit and approve the appointment, transfer, or termination of the chief executive of the Internal Audit, or other related departments, responsible for the internal audit.

(3) To audit and ensure the Company’s compliance with laws relevant to the securities and the Stock Exchange, the regulations of the Stock Exchange, and company business laws.

(4) To consider, select, and propose the appointment, reappointment or removal of an independent external auditor for the Company’s financial report as well as propose the compensation for such auditor, and attend a meeting with the auditors, but without the management, at least once a year. Nevertheless, the reliability and adequacy of the available resources, the experience profiles of the audit firm, and the professional experience of the auditor assigned for the Company, will be considered prior to submitting the proposal to the Company Board for the appointment at the shareholder’s meeting.

(5) To consider compliance of the relevant items, or potential items with a conflict of interest with the laws or the regulations of the Stock Exchange, in order to ensure that these are reasonable and reliable for the greatest benefit for the Company.

(6) To prepare and disclose the Audit Committee’s report in the annual report of the Company signed by the Chairman of the Audit Committee, and containing at least the following information;

(6-1) Reliable comments regarding the accuracy and completeness of the Company’s financial report.

(6-2) Comments regarding the adequacy of the Company’s internal control systems.

(6-3) Comments concerning compliance with laws relevant to the securities and the Stock Exchange, the regulations of the Stock Exchange, and company business laws.

(6-4) Comments concerning the auditor’s suitability.

(6-5) Comments regarding potential items with a conflict of interest.

(6-6) The number of Audit Committee meetings and the attendance of each member.

(6-7) Overall comments or remarks the Audit Committee has received resulting from performance of their duty according to the charter.

(6-8) Other items the shareholders and the investors should be aware of that are within the scope of the Company’s Board assigned duty and responsibility.

(7) Other activities the Company’s Board of Directors assigns with the Audit Committee’s consent.

7-21:　Qualification of Independent Director
Qualifications of Independent Director have been established according to the requirement of the Securities and Exchange Commission as follows:

An Independent Director must:

(1) Not hold shares more than 0.5% of the total shares with voting rights of the Company , or a parent company, a subsidiary company, an affiliate company, a major shareholder , or a controlling person of the Company. In any respect, shareholding of people who have connection with him/her shall be counted. (This shareholding threshold of the Company shares held by the independent directors is stricter than the minimum requirements of SEC.)

(2) Neither be, nor have been, an executive director, an officer, an employee , or a consultant being paid a fixed salary by or having control authority of the Company or a parent company, a subsidiary company, an affiliate company, a major shareholder , or a controlling person of the Company, with the exception of being released from above-mentioned characteristics not less than 2 years before becoming an independent director of the Company.

(3) Neither be a person who has relationship by blood or legal registration as father, mother, spouse, sibling and child, nor be spouse of child of an executive, a major shareholder, a controlling person , or other person who will be nominated as an executive or controlling person of the Company and its subsidiary.

(4) Neither have, nor used to have, business relationship with the Company or a parent company a subsidiary company, an affiliate company, a major shareholder or a controlling person of the Company in the manner which may interfere with his/her independent judgment, and neither be, nor have been, a major shareholder or a controlling person of a person who has such a business relationship with the Company or a parent company, a subsidiary company, an affiliate company, a major shareholder or a controlling person of the Company, with the exception of being released from above-mentioned characteristics not less than 2 years before becoming an independent director of the Company. Such a business relationship includes normal business transactions, rent or lease of fixed assets, financial assistance, loan granting or receiving, guarantee, or other related transactions which result in the Company or its contractual party being subject to the liability to pay the other party in the amount of 3% or more of the net tangible assets of the Company or 20 million baht or more, whichever is lower.

(5) Neither be, nor have been, an auditor of the Company or a parent company, a subsidiary company, an affiliate company, a major shareholder or a controlling person of the Company, and neither be, nor have been, a major shareholder, a controlling person or a partner of the auditing firm which employs auditors of the Company or a parent company, a subsidiary company, an affiliate company, a major shareholder or a controlling person of the Company, with the exception of being released from above-mentioned characteristics not less than 2 years before becoming an independent director of the Company.

(6) Neither be, nor have been, a provider for professional services including a legal or financial consulting who receives an annual fee exceeding 2 million baht from the Company or a parent company, a subsidiary company, an affiliate company, a major shareholder, or a controlling person of the Company, and neither be, nor have been, a major shareholder, a controlling person of such a professional service provider, with the exception of being released from above-mentioned characteristics not less than 2 years from becoming an independent director of the Company.

(7) Not be a director who has been appointed as a representative of the Company’s Director, a major shareholder or any other shareholder related to the major shareholder.

(8) Not conduct any business of the same nature as the Company’s or its subsidiaries’, and neither be a business partner, an executive director, a paid employee of other company which has same business and competes with the Company or its subsidiary, nor be a shareholder holding more than 1% of voting share of such a company.

(9) Not have any other characteristics which unable him/her to express independent opinion regarding the Company’s business operations.

7-22: Term of Independent Director

The Board of Directors has policy that an independent director may not be considered to remain independent after he/she has completed 3 consecutive terms or total 9 years. In this regard the Board of Directors will consider the independency of such director every year thereafter.