The Board of Directors has an intention to conduct the business under the principles of good corporate governance of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET), including the recommendations from the Thai Institute of Directors Association (IOD) according to the Corporate Governance Assessment Report for the listed companies to practice in order to strengthen the organization to have an efficient management system, create fairness and confidence for all stakeholders, and to be the basis for the Company to lead to sustainable growth. The Company has guidelines for corporate governance as follows:

Corporate Governance Policy

The Board of Directors adheres to conduct business under ethical principles and good corporate governance practices along with being responsible to society, community and environment until it becomes the corporate culture which has integrated with the vision, mission, strategy and goals of the organization in order to increase the confidence of shareholders, investors and stakeholders. Leading to the creation of business prosperity together with the participation in development and promotion of education, sports, community, society and the environment

The Company’s Good Corporate Governance Policy can be summarized as follows:

  1. The Board of Directors, executives and all employees adhere to commit in compliance with laws and to implement Good Corporate Governance in operations by integrating with the visions, missions, strategies and long-term goals of the organization as well as to strengthen the organization to have effective management system. This will lead to the increase of confidence of shareholders, investors and all stakeholders.
  2. The Board of Directors respects the rights and treats all shareholders equally and fairly, as well as facilitates the shareholders to exercise their rights in various matters.
  3. The Board of Directors supports the process of strengthening relationship and good cooperation between the companies and stakeholders and also provides the appropriate channels for communication between each other.
  4. The Board of Directors sets the Company's policies and business ethics as guidelines to treat all stakeholders such as shareholders, customers, officers, employees, communities, society and the environment.
  5. The Board of Directors provides organizational structure with clear separation of duties and responsibilities of the Board of Directors, sub-committees, group chief executive officers and management, as well as sets up internal control system and internal audit, risk management system, conflicts of interest prevention system, including appropriate and adequate prevention on the use of internal information.
  6. The Board of Directors controls the preparation of financial statements and financial information to be in accordance with Generally Accepted Accounting Principles and discloses sufficient and reliable important information as well as provides capable and independent auditors.
  7. The Board of Directors ensures the Company to communicate and disclose important information that related to the Company, both financial and non-financial information, sufficiently, accurately, completely, reliably, transparently, thoroughly and timely through various channels and investor relations in order to be accessible conveniently and equally.
  8. The Board of Directors appoints sub-committees as appropriate to review important matters and report performance to the Board of Directors' meeting on a regular basis, including report performance to shareholders in the Company’s Annual Report.
  9. The Board of Directors provides an annual performance appraisal of directors and sub committees, such as the audit committee, the corporate governance committee, the risk management committee, etc., to serve as a framework for auditing operations during the past year in order to be able to adjust and increase performance efficiency by presenting the assessment results to the Board of Directors' meeting for acknowledgment.
  10. The Board of Directors sets up personnel recruiting system for key management positions at all levels to be appropriate, transparent and fair.
  11. The Board of Directors takes an important role in providing Good Corporate Governance Guidelines and Business Ethics in writing for all directors, executives and employees to acknowledge, understand and strictly adhere to under monitoring measures to control the compliance.

For the monitoring of compliance, the Board of Directors assigns to be the duty and responsibility of all directors, executives and employees to acknowledge, understand and strictly comply with the policies and regulations as defined in Good Corporate Governance Policy and Business Ethics. The executives all levels of the organization must be responsible and give importance to this matter for their under controlled employees to strictly comply.

Moreover, the Board of Directors also promotes the dissemination of a culture of Good Corporate Governance and Business Ethics to be understood at all levels in the organization, resulting in practical performance under the principles of Good Corporate Governance and conducting business under Business Ethics. The Good Corporate Governance Guidelines and Business Ethics are published through various channels, such as E-mail, Intranet and the Company’s website. The training on basic knowledge of Good Corporate Governance is also provided to the new employees. This is to ensure that all executives and employees acknowledge, understand and adhere to perform their duties with responsibility, transparency, honesty, caution and ethics to oneself, organization, shareholders and other stakeholders. In addition, various activities are arranged in order to enhance knowledge and understanding so as to cultivate awareness of practice to perform duties with responsibility, caution and honesty under the Company's Good Corporate Governance and Business Ethics.

The Company’s commitment is to implement Good Corporate Governance and Business Ethics in management and operation continually and always develops the level of corporate governance to be more effective and suitable to the Company.

Corporate Governance Guidelines
1. Rights of Shareholders

The Board of Directors focuses on and respects the rights of all shareholders equally as well as facilitates convenient for shareholders to exercise their rights in various matters, both the fundamental right and the right that oneself deserves, such as; purchasing or transferring of shares, sharing business profit, obtaining sufficient and timely information, attending the meeting to vote at the shareholders' meeting to appoint or remove directors, determining remuneration of directors, appointing auditors and determining audit fee or other matters affecting the Company, etc., The Board of Directors shall not take any action which violates or deprives the rights of shareholders in any way.

The Shareholders’ Meeting

The Board of Directors encourages the arrangement of the shareholders' meetings which takes into account the right and equality of shareholders in attending the meeting according to the laws and Good Corporate Governance principles. In this regard, the Annual General Meeting of Shareholders is scheduled to be held once a year within 4 months from the end of the fiscal year (the Company’s end of the fiscal year is on December 31 of every year). In case of urgency, a special agenda must be proposed for a matter that affects or relates to the interests of shareholders or relates to any applicable conditions, rules or laws that needs approval from shareholders urgently, the Company will call an Extraordinary General Meeting of Shareholders on a case-by-case basis.

In 2021, the Company held an Annual General Meeting of Shareholders on April 8, 2021 at 10:00 a.m. at Major Cineplex Ratchayothin, Theater 5, 5th Floor, 1839 Phaholyothin Road, Ladyao, Chatuchak, Bangkok. There were 9 directors attending the meeting (the total number of 9 directors representing 100%), consisting of the chairman of the Board of Directors, vice chairman, chairman of all subcommittees, senior management, representative from legal department and auditor. There is a representative from the law firm acting as an intermediary to ensure that the meeting is transparent, complete, in accordance with the laws and regulations of the Company, including checking the vote counting throughout the meeting. The chairman of the meeting assigned the company secretary to conduct the meeting. As for the meeting results, the meeting resolved to approve all proposed agendas.

2. Equitable treatment of shareholders

The Board of Directors has the policy to treat all shareholders equally and fairly in order to protect the rights of shareholders and to facilitate shareholders to exercise their rights in various matters as deserved. The Board of Directors has provided policy to treat shareholders in various aspects equally as the following:

  1. The Board of Directors provides the shareholders the right to vote on the principle of one share per one vote. The same type of share has equal voting rights which is one share per one vote.
  2. To provide the opportunity to a shareholder or several shareholders holding the Company's shares to propose agenda and name of person to be appointed as the director in advance of the annual general meeting of shareholders by publishing details through the SET channel and the Company's website.
  3. For the General Meeting of Shareholders, the Company will send the invitation letter and the meeting documents to shareholders at least 14 days prior to the meeting date and the Company will publish the invitation letter and the aforementioned documents in both Thai and English on the Company’s website (https://investor-th.mpictures.co.th/) in advance of the meeting date to ensure that the shareholders have sufficient time to study the information and make decision before receiving the information from the Company in the form of documents. In addition, the Company will publish the announcement in newspaper to inform the date, time, place and agendas of the meeting in both Thai and English for 3 consecutive days at least 3 days prior to the meeting date.
  4. The Board of Directors will facilitate the shareholder who is unable to attend the meeting in person by sending the proxy form, together with the meeting invitation letter and attaching documentary evidence with easy-to-understand instructions on how to assign proxy for the shareholders to properly prepare without problem in attending the meeting by proxy. In addition, the shareholders can also download the proxy form from the Company's website as another channel.
  5. The Board of Directors nominates Independent Director (s) selected from a list of the Company's independent directors at least 1 person as an alternative for appointing as proxy for the shareholders whereby the details about the name and profile of the independent director have been attached along with the invitation letter.
  6. The Board of Directors will conduct the shareholders' meeting according to the agendas as informed in the invitation letter, any additional agendas will not be presented to the meeting without prior notice to the shareholders other than those specified in invitation letter, in order to be fair with the shareholders who are unable to attend the meeting except in case of necessity for the benefit of the Company and strict compliance with the rules of relevant laws.
  7. The Board of Directors will provide ballots for every agenda that requires voting for transparency which will be examined in the event of a later dispute as well as counting votes, declaring the voting results and clearly recording the resolutions of the meeting in the minutes of meeting.
  8. The Board of Directors has established policies and guideline on prevention of benefit conflicts and prevention of using internal information for the benefit of oneself or others improperly in the Good Corporate Governance and Business Ethics and has published to all executives and employees to acknowledge and strictly implement. This is to prevent the event that directors and executives trade the Company's shares by using internal information or make connected transactions as well as trade assets in a manner that violates or does not comply with the regulations of the SEC and SET.
  9. In case of a connected transaction that is subject to disclose information or seek approval from shareholders according to the SET requirements, before making transaction, the Company has to disclose details such as names, relationships of connected person, value pricing policy, reasons for making transaction, including the opinion of the Board of Directors regarding the transaction to the shareholders clearly.
  10. The Board of Directors prescribes the directors and executives (according to the SEC definition) to act in accordance with Section 89 of the Securities and Exchange Act by reporting their own and related persons’ interests (every time there is any change in information) and assigns the company secretary to report the summary of interests (including any change information) to the Board of Directors’ meeting in order to consider the transactions that may have conflicts of interest with overall benefits of the Company. In this regard, the directors and executives, who have any conflict of interest in the matter under consideration must not participate in expressing opinions and must not have any right to vote on that matter.
Connected Transaction

The Board of Directors realizes the importance of conducting business with transparency and takes all stakeholders into account. Therefore, it is clearly stipulated in the Company's Good Corporate Governance Policy that all connected transaction of the Company and its subsidiaries must at least be approved by the Company’s management. If there is an agreement relating to connected transaction which is subjected to the transaction in the regulations of SET regarding disclosure of information and operations of listed companies on connected transaction and/or acquisition or disposition of assets of listed companies, the Company will comply with the regulations of SET which require consent and/or approval from the management, and/or the Board of Directors’ meeting, and/or the shareholders’ meeting as the case may be, whereby the connected person has no right to vote.

In preventing conflicts of interest, the Board of Directors will carefully supervise the transaction which may lead to conflicts of interest by setting policies and procedures for approval and operation of connected transactions in writing in Corporate Authorization Index and/or seeking approval from shareholders in accordance with the SET regulations, including complying with the SET regulations. The price and conditions are alike making a transaction with a third party (Arm's Length Basis). The Audit Committee will regularly propose to the Board of Directors on transactions with which are conflicts of interest and connected transactions.

The Company and its subsidiaries have no policy to make transactions with connected person, except in the case where the Company deems that receiving the highest return in accordance with the general price and trading conditions that is no different from the third party’s which will be determined by the Company that they will be approved by the management and/or the Board of Directors and/or the shareholders' meeting, as the case may be.

In addition, the Board of Directors also realizes the importance of preventing conflicts of interest. Therefore, there is a requirement to be disclosure for transparency about the connected transactions and the prevention of potential conflicts of interests by preparing various reports, such as report on disclosing transactions that may have conflicts of interest and/or may be connected transactions, report on the Company’s securities holdings and changes in securities holdings and report on interests of directors, executives and related persons. In 2021, the Company has not acted in any manner that violates or fails to comply with any regulation of SEC and SET, whether insider trading, making connected transaction or property trading.

3. Role of Stakeholders

The Board of Directors adhere to the Company's business operations with honesty, transparency, along with having roles and social responsibilities by giving importance to the rights of all stakeholders whether internal stakeholders, including; directors, employees and executives of the Company or external stakeholders, such as; shareholders, customers, business partners, creditors, competitors, society and environment, government and related agencies appropriately for both rights stipulated by law and by mutual agreements. The Board of Directors has established guidelines for directors, executives and employees in the Business Ethics of the group of companies for transparency and fairness to each group of stakeholders. The ethics concerning treatment of stakeholders are summarized as follows:

Ethical Treatment of Shareholders

The Board of Directors has policies and guidelines on equitable and equal treatment of shareholders as follows;

  1. Regularly perform duties and conduct business with honesty, transparency and accountability to shareholders. Completely disclose information to shareholders according to standards under the framework of laws, ethics and good corporate governance practices.
  2. Manage the Company's business to be steady progress by using fully knowledge, ability, experience as well as make decisions on any action with honesty, integrity, carefulness, prudence and fairness for the best interests of overall shareholders.
  3. Control the operation to ensure that the Company's has correct and proper financial status and management in order to protect and increase the interests of shareholders.
  4. Manage to prevent any assets of the Company from depreciation, loss or waste.
  5. Do not seek benefits for yourself and related persons by disclosing confidential and/or non-public information to outsiders which will make the company disadvantageous.
  6. Respect the rights of shareholders by reporting the status and operating results of the Company, including information to all shareholders equally, regularly, timely, correctly, completely and truthfully with sufficient reasonable supporting information in accordance with the regulations of the SEC and SET.
  7. Refrain from performing any action in a manner that may lead to conflicts of interest without notifying the Company.
Ethical Treatment of Competitors

The Board of Directors conducts business under the framework of free and fair competition with policies and guidelines treatment of competitors as follows;

  1. Treat competitors under the framework of good and fair competition.
  2. Do not seek for confidential information of competitors by fraudulent, dishonest, inappropriate ways or contrary to any laws.
  3. Do not deliberately damage the reputation of competitors by making defamatory accusation without any information that could be claimed.
  4. Do not take any action that violates the intellectual property and copyrighted work of others or competitors
Ethical Treatment of Business Partners

The Board of Directors treats business partners equally and takes into account the mutual benefits with policies and guidelines on treatment of business partners as follows:

  1. Treat business partners equally and fairly based on fair returns to both sides.
  2. Strictly execute the contracts or conditions as agreed. In the event that cannot follow any of the conditions, the business partners must be notified at soonest to consider and find solutions together using reasonable principles.
  3. Do not demand or accept assets or any other benefits dishonestly in trading with business partners.
  4. In the event that there is evidence of dishonest acceptance of assets or any other benefits, the information must be disclosed to business partners in order to find the solution together without delay.
  5. Set policy or measure to verify and screen business partners of the Company, such as manufacturers and contractors and also support business dealings with business partners who operate fairly, do not violate human rights and have awareness of social responsibility. The Company has procurement regulations to be strictly complied with and has appointed the procurement committee to select business partners that are transparent and verifiable.
  6. Do not cooperate or support any person or organization that conduct illegal business or danger to society and the stability of the country.
  7. Commit to maintain sustainable relationships with business partners and third parties and trust in each other.
Ethical Treatment of Employees

The Board of Directors well realizes that all employees are the most valuable resource and the success factor in achieving the goals of the Company. Therefore, the Company provides care and fair treatment in terms of opportunities, remuneration, appointment, transference and termination) as well as sets policies for personnel development and encourages employees to develop and show their potential and values to be part of the organizational development for continuous and sustainable progress. The policies and guidelines on treatment of employees are as follows:

  1. Treat employees with respect in dignity and human rights.
  2. The appointment, transference, reward and punishment of employees must be done honestly and based on knowledge, abilities, suitability and fairness without discrimination.
  3. Assess the performance and progress of employees regularly.
  4. Provide remuneration in various fields fairly and appropriately according to knowledge, ability, experience, position, responsibilities and performance of each employee by considering in accordance with the Company’s performance including economic and social environment.
  5. Provide appropriate welfare and benefit to employees in comparison with other companies in the same or similar business and in accordance with the laws, such as provident funds, etc.
  6. Support and focus on the development of knowledge, abilities and potentials that are beneficial to employees at all levels continuously and consistently for their career advancement.
  7. Maintain good working environment for health and safety of employees' lives and properties at all times.
  8. Encourage employees to have better quality of life and support the development of their family life to be happy and sustainable self-reliant according to the philosophy of sufficiency economy
  9. Support employee’s participation and respect their rights of aggregation in order to suggest or set guidelines for working and/or agreements for the benefit of all parties. Create a good relationship in collaborating as well as provide channels for receiving complaints about wrongdoing report, investigation guidelines, and whistleblower protection.
  10. Encourage employees to work together under good culture and value as well as be unity within the organization.
  11. Manage carefully and avoid any unfair action which may affect the work stability of employees.
  12. Comply with laws and regulations regarding labor laws (such as employment, termination) and employee welfares.
Ethics on Supporting Non-Infringement of Intellectual Property or Copyright

The Board of Directors respects the intellectual property rights without violating or supporting any action that infringes the intellectual property and copyrighted work of others. This reflects the Company's intention to conduct business with fairness, respect and in compliance with the laws regarding intellectual property. The policies and guidelines are as follows:

  1. Support the development and respect the creation of intellectual property and copyrighted work as well as assess the value of such creative work fairly.
  2. Protect and respect the intellectual property and copyrighted work of the Company and others without infringing or supporting any action of violation, such as duplication, adaptation, copying, broadcast, publication, public release or acting in any other manner including do not claim others’ work as own work.
  3. Support and participate in activities that are beneficial to the protection and prevention of infringement of intellectual property and copyrighted work.
  4. Encourage knowledge and training for employees to build awareness of respect and creation of intellectual property and copyrighted work to employees at all levels as well support employees to participate in various activities arranged by the Company.
  5. Issue the Company’s regulations about working by forbidding employees to perform any action that disgrace to the Company’s reputation. Act in accordance with the requirements, announcements, orders of government agencies or laws related to intellectual property and copyright, such as Trademark Act, Patent Act, Copyright Act or other relevant laws including announcements, orders, and other regulations set by the Company.
  6. Design the infringement of intellectual property and copyrighted as a serious offense. If an offense is found, the Company will take action against the offending employee according to the Company's Articles of Association about works and following laws.
Ethics on Interests and Conflicts of Interest

The Board of Directors realizes the importance of preventing conflicts of interest. The policies and guidelines are as follows.

  1. To prevent conflicts of interest, the Board of Directors will carefully manage when items which may lead to conflicts of interest occurred by setting policies and procedures for approval and operation of connected transactions in writing in Corporate Authorization Index and/or seeking approval from shareholders in accordance with the SET regulations, including complying with the SET rules. The price and conditions are alike making a transaction with a third party (Arm's Length Basis).
  2. In the event that the Board of Directors is the person of authority to approve related parties transaction, there must be the independent directors or the audit committee attended the Board of Directors' meeting.
  3. The Audit Committee presents conflicts of interest or connected transactions to the Board of Directors on a regular basis where the person who may have conflicts of interest do not have the right to vote or approve such transactions.
  4. In case of a connected transaction that is subject to disclose information or seek approval from shareholders according to the SET requirements, before making transaction, the Company has to disclose details such as names, relationships of connected person, value pricing policy, reasons for making transaction, including the opinion of the Board of Directors regarding the transaction to the shareholders clearly.
  5. For connected transactions in the form of financial assistance, the Board of Directors has set guidelines for making related party transactions in the form of financial assistance in the Corporate Authorization Index approved by the Board of Directors.
  6. The Board of Directors establishes a written guidelines on the retention and prevention for the use of internal information and notifies such guidelines for everyone in the Company to follow. The person involved with the internal information is prohibited to trade the Company’s assets within 1 month prior to the disclosure of quarterly and annual financial statements
  7. The Board of Directors sets policies for directors, executive directors and executives (according to the SEC definition), which includes the number of securities held by related persons under Section 59 of the Securities and Exchange Act to be responsible for reporting securities holding of the Company's (MPIC) in every Board of Directors' meeting by assigning the company secretary to summarize the report on securities holdings and changes in securities holdings in order to propose to the Board of Directors' meeting for acknowledgment on a quarterly basis.
  8. The Board of Directors requires directors, executives and related persons (according to the SEC definition) to prepare their conflicts of interests report and file to the Company for the company secretary to summarize the report on the conflicts of interests of the directors, executives and related persons including changes in conflicts of interests in order to propose to the Board of Directors' meeting for acknowledgment every 6 months.
  9. The Board of Directors requires disclosure of significant related transactions by presenting details of the names of persons who may have conflicts of interest, relationships, nature of transactions, conditions, pricing policy, value of the items, reasons of necessity and the opinions of the audit committee and/or the Board of Directors in the information report and/or the Annual Registration Statements (Form 56-1 One Report).
4. Disclosure and Transparency

The Board of Directors ensures to communicate and disclose important information related to the Company, both financial and non-financial information, which has important guidelines as follow:

Provide communication channels and disseminate the Company's information.

The Board of Directors provides various communication channels and disseminate information for the shareholders, investors and other stakeholders to be able to access the Company's information conveniently, thoroughly and equally through various channels regularly, both in Thai and English, such as the Company's website, electronic media and the SET website, etc.

5. Responsibilities of the Board of Directors

The Board of Directors recognizes the roles, duties and responsibilities for guiding the operation direction, monitoring and supervising the operations of the management, performing duties with knowledge, ability, transparency, cautiousness and having accountability as the Board of Directors towards the Company and shareholders independently from the management. There are important guidelines as the following:

Composition of the Board of Directors
  1. The Board of Directors has provided the number of directors in appropriate with the Company's business size which consists of not less than 5directors and not less than one of the total number of directors must have residence in the kingdom as well as at least one director must have experience in accounting and finance.
  2. The Board of Directors consists of independent directors at least one-third of the total number of directors and at least 3 members.
  3. The Board of Directors consists of non-executive directors to perform duties and balance between non-executive directors and executive directors, and at least one-third of the total number of directors must be independent directors.
Qualifications of the Board of Directors

The Company has determined the qualifications of the Board of as follows;

  1. Not having any prohibited characteristics as specified by the Public Limited Companies Act B.E. 2535 or other related laws including the regulations of the SET and the SEC and the Company's Articles of Association.
  2. Being qualified with knowledge, ability and experience that are beneficial to the Company's business operation.
  3. Having leadership, vision and freedom of decision making for the best benefit of the Company and overall shareholders.
  4. Having responsibility to perform the duties of directors and fully devoting time to perform duties of the Board of Directors of the Company as well as being responsible to shareholders on a regular basis (Accountability to Shareholders) and making decisions with caution to maintain the benefits of the Company.
  5. To perform duties with honesty, integrity, and ethics under the framework of the law, as well as guidelines for good corporate governance and business ethics.
Qualifications / Definitions of Independent Directors

Independent director means a person who has complete qualifications and is independent as the Stock Exchange of Thailand has specified as follows;

  1. The number/composition of independent committee shall not be less than 1/3 of the whole committee and must not less than 3 members.
  2. Holding shares not more than 0.5% of the total number of shares with voting right of the Company, including shares held by related persons as well.
  3. Within the previous 2 years to present, there must neither being nor used to be a part of management or controlling person of the Company.
  4. Within the previous 2 years to present, there must be no business relationship with;
    • Auditor:Strictly Prohibited
    • Other professional service providers: Transaction value more than 2 million baht / year
    Unless there is a necessity/reasonable cause, irregular and intermittent occurrence, relationship level beyond significant and has requested unanimously approval from the Board of Directors whereby the Company must disclose such relationship in the form 56-1 / Annual Report / Meeting Notice.
  5. Not being a person related by blood , legal registration or representing of executives / major shareholders / controlling persons or person who will be nominated as an executive or controlling person of the Company or its subsidiaries, such as; husband, wife, adopted child, etc.
  6. Not being a director of any other listed company in the group.
  7. Being a director who does not take part in the management, not being an employee or advisor who receives a regular salary from the Company, subsidiary or major shareholders.
  8. Being a director who has no benefits or interest, whether directly or indirectly, in terms of finance and management in the Company and its subsidiaries.
  9. Being a director who is not a related persons or a close relative of executives or major shareholders.
  10. Being a director who is not appointed as a representative to protect the interests of the directors, major shareholders or shareholders who are related to major shareholders.

Since the actual independence of independent directors is an indicator that shows the good management of the Company, therefore; the Company has defined the definition of independent directors stricter than those prescribed by the SEC. The Company has complied with such regulations and guidelines strictly. Importantly, the independent directors can perform their duties and freely give opinions or report the performance as assigned regardless of any benefit relating to asset or position and also not fall under the influence of any person or group, including no circumstances to constrain them to be unable to express their opinions.

Tenure of the Board of Directors

The tenure of the Board of Directors has been prescribed in accordance with Public Company Limited Act B.E. 2535 and the Company's Articles of Association. That is, at the annual shareholders meeting, of the Board of Directors must be retired by rotation at one-third of the total number of directors. The directors who have served the longest term will be retired first. If the number of directors to be retired cannot be divided exactly into 3 sections, then the closest number to one-third of the directors shall be retired. The retired directors can be re-elected to the position by proposing to the shareholders' meeting to consider and approve.

Board of Directors Meeting

The Board of Directors announces the meeting schedule one year in advance to the directors and related parties for acknowledgment. The regular meeting shall be held at least once a quarter, therefore; the special meetings can be held as necessary. The agendas are set in advance and clearly categorized; such as matters for acknowledgment, for approval, for consideration. The Company has guidelines for considering matters to be included in the agendas of the Board of Directors meetings to ensure that important matters have been included in the meeting agendas. Each director is independent to propose matters for the meeting agenda. The company secretary will send the invitation letter which contains details of the meeting agenda and meeting documents to each director at least 7 days in advance of the meeting so that they have sufficient time to study information before attending the meeting. Except in case of necessity or urgency, the notification of meeting can be done by other methods or the date of meeting can be set earlier. Each meeting usually takes 1-2 hours takes with the company secretary records the minutes of the meeting.

In this regard, to promote the performance of the Board of Directors, the company secretary has set guidelines and the format of the information in the documents to be presented to the Board of Directors to be complete, sufficient and appropriate in order to support the meeting of the Board of Directors to be performed smoothly, quickly and with maximum efficiency under the related laws and regulations for all departments to reference and adheres to as the standard in preparing information before submitting to the company secretary to collect and present at each meeting of the Board of Directors.

At each meeting, the chairman of the meeting will give an opportunity to each director to express their opinions independently. The meeting time is allocated appropriately and efficiently. In the event that any director has conflicts of interest in the matter being considered, that director must inform the meeting for acknowledgment and must not participate in expressing opinions as well as has no right to vote on such matters The minimum number of a quorum when voting at the meeting must not be less than twothirds of the total number of directors.

The Board of Directors has a policy to encourage each director to attend the meetings regularly, on average, not less than 80% of all Board of Directors meetings of a year by showing the number of meetings and the times of attendance of each director and sub-committee in the Annual Registration Statements (Form 56-1 One Report).

In addition, the Board of Directors also has a policy to encourage Non-executive directors, Independent directors and audit committees to arrange meeting among themselves as necessary to discuss various interesting issues without participation of management.

Aggregation or Separation of Positions

The Board of Directors determines the separation of powers and duties to decentralize duties of making decisions and orders to be clearly balance and reviewable which has been constantly reviewed to be appropriate and cover all activities of the Company as well as consistent with the changes of announcements or requirements of regulatory bodies. The authority for approval and operation is defined in Corporate Authorization Index. The latest edition has been reviewed and approved by the Board of Directors and was shared to those involved to acknowledge and strictly practice.

Independence of the Board of Directors and Management

1.Separation of the position of Chairman of the Board of Directors and Chief Executive Officer

The Board of Directors promotes Good Corporate Governance by prescribing that the chairman of the Board of Directors is a different person from Chief Executive Officers as well as clearly separates powers and duties according to Corporate Authorization Index which has been approved by the Board of Directors in order to enable the directors to independently check and balance the work of the management.

2. Balance of the Board of Directors

The Board of Directors provides appropriate components of the directors and clearly segregates roles, duties and responsibilities between the directors and the management. All directors are independent in expressing their opinions on the Company's operations with honesty, integrity in order to protect the benefits of the Company without being possessed as well as being responsible for their duties under the laws, Articles of Association of the Company as well as the resolutions of the Board of Directors' meeting and resolutions of the shareholders' meeting.