Corporate Governance Policy

1. The Board of Directors understands and is aware of the roles, duties and responsibilities as leaders who have to supervise the Company to have good management in the following aspects.
   • Setting objectives and goals.
   • Formulating strategy and operational policy as well as allocating important resources to achieve the objectives and goals.
   • Monitoring, evaluating and overseeing the performance report
2. In order to create value for sustainability, the Board of Directors will supervise business operations towards governance outcome. At the very least, this is as follows:
   • Competitiveness and performance with a long-term perspective.
   • Ethical and responsible business for shareholders and stakeholders.
   • Good corporate citizenship, developing or mitigating the negative environmental impact for society.
   • Corporate resilience, the ability to adapt under changing factors.
3. The Board of Directors ensures that all directors and executives perform the duty of care and loyalty and also ensures that the operations are in accordance with the law, the Articles of Association and resolutions of the Shareholders' Meeting.
4. The Board of Directors understands the scope of duties and responsibilities of the Board of Directors and clearly determines the scope of assignments and responsibilities of the Chief Executive Officer and the Management as well as supervising the Chief Executive Officer and the Management to perform their assigned duties.
5. The Board of Directors places great importance on conducting business that produces the highest possible benefit and success, which must be underpinned by good governance practices. The Company therefore establishes corporate governance policies and a code of ethics to provide clear guidance to directors, executives, and employees on the expected standards of conduct in dealings with employees, shareholders, customers, suppliers, competitors, and the wider community.

1. The Board of Directors establishes the Company's objectives and critical goals in accordance with its vision, mission, and corporate values. This includes strategies, objectives, and annual plans that employees must adhere to in order for the Company to achieve the set objectives within the specified time period. This also includes promoting the Company's sustainability by taking into account value creation for the Company, its customers, stakeholders, and society as a whole. The Company's objective is to expand steadily and sustainably in the real estate development business by establishing confidence among shareholders, directors, executives, and employees, as well as business partners and financial institutions. This is demonstrated by the Company's vision and mission, which are communicated to all departments within the organization in order to ensure that all departments understand the primary objective of conducting business in the same manner while also enhancing the organization's values for employees.
2. The Board of Directors ensures that the significant objectives and goals, as well as its medium-term and/or annual strategies, are consistent with the achievement of the Company's significant objectives and goals through the appropriate and safe use of innovation and technology.
3. Each year, the Board of Directors conducts a review of the Company's vision and mission from October to December in conjunction with the annual budget review, to determine the direction of the Company. The Board of Directors continues to maintain the Company's vision and mission, as it remains a long-term goal for directors, executives, and employees to strive to achieve the goals together.

In 2022, the Nomination and Remuneration Committee identified the necessary components of specialized knowledge and expertise required on the Board of Directors and sub-committees to ensure that each committee can effectively develop policies and strategies that align with the goals of the Company, and deliver quality and efficient results. The knowledge and expertise matrix for each committee is summarized below.

1. The Board of Directors is responsible for defining and reviewing the structure of the Board of Directors which includes the composition and the appropriate and necessary proportion of independent directors that will guide the organization toward the set objectives and goals.
2. The Board of Directors will select a suitable person to be the Chairman of the Board of Directors and ensure that the composition and operations of the Board of Directors facilitates independent decision-making.
3. The Board of Directors supervises the nomination and selection of directors to have a transparent and clear process in order to obtain a Board of Directors that has qualifications in accordance with the specified elements.
4. When the Board of Directors proposes the Board of Directors' remuneration to shareholders for approval, the Board of Directors must ensure that the structure and remuneration rate are appropriate for their responsibilities and motivate the Board of Directors to lead the organization to achieve short-term and long-term goals.
5. The Board of Directors supervises all directors to be responsible for their duties and allocate sufficient time.
6. The Board of Directors is responsible for establishing a framework and mechanism for monitoring the policies and operations of the Company's subsidiaries and other significant investments at an appropriate level for each business. This includes subsidiaries and other businesses in which the Company invests to have the same level of comprehension.
7. The Board of Directors provides an annual performance evaluation of the Board of Directors, subcommittees and individual directors. The evaluation results should also be used for further performance development.
8. The Board of Directors supervises the Board of Directors and individual directors to have knowledge and understanding regarding the roles and duties of the business operations and laws related to the business operations as well as encouraging all directors to enhance their skills and knowledge for the performance of their duties on a regular basis.
9. The Board of Directors ensures that the Board of Director's operations are carried out in an orderly manner with access to necessary information and has a Company Secretary who has the necessary knowledge and experience appropriate to support the operations of the Board of Directors.

In addition, when considering the skill matrix of the Company's Board of Directors, the details are as follows:

The Company provides a plan for succession of the Chief Executive Officer and top executives, which prepares personnel within the organization to ensure that the Company has knowledgeable and capable executives who can take over important positions in the future. The Company has established systematic criteria for evaluating potential candidates, which are announced on the company's website, particularly in the Investor Relations section under the heading "Corporate Governance Policy" at .

1. The Board of Directors ensures that the recruitment and development of Chief Executive Officer and chief executives have necessary knowledge, skills, experience and characteristics to drive the organization towards its goals.
2. The Board of Directors, with the recommendation of the Nomination and Remuneration Committee, supervises the establishment of an appropriate remuneration structure and evaluation.
3. The Board of Directors understands the structure and relationship of shareholders that may affect the management and operations of the Company.
4. The Board of Directors monitors the management and development of personnel to have the appropriate knowledge, skills, experience and motivation.

As a company listed on the stock market, it is essential to adhere to good corporate governance and risk management practices, while also incorporating the concept of sustainable organizational development and responsibility in areas such as ESG (Environmental, Social, Governance) and the Company's business operations. This requires cooperation from various stakeholders. The Company takes measures to manage and maintain fairness for all parties by complying with relevant laws and regulations to protect the rights of all stakeholders, including shareholders, employees, executives, business partners, customers, creditors, and the broader community, for the benefit of all.

1. The Board of Directors places great importance on innovation development to ensure the Company's sustainable growth and encourages the Management to search for innovative new products and modern technology that benefits society, customer applications, and environmental protection. The Board of Directors also supports the implementation of modern information technology in the organization by providing a governance framework and appropriate management of information technology at the organizational level in order to develop the operating procedures and manage the operational risk for the Company in order to be able to achieve its objectives and primary goals sustainably.
2. The Board of Directors monitors and ensures that the Management operates in a socially and environmentally responsible manner. These matters are reflected in the Operational Plan in accordance with the objectives, goals and strategies of the Company.
3. The Board of Directors monitors and ensures that the Management allocates and manages resources with efficiency and effectiveness by taking into account the impact and resource development along the Value Chain in order to achieve the primary objectives and goals sustainably.
4. The Board of Directors will establish a governance framework and management for information technology at the organizational level that is appropriate for the business's needs, while also ensuring that information technology is used to expand business opportunities, operational development and risk management in order to achieve its objectives and primary goals as defined in the Information Technology Security Policy.

The Board of Directors establishes a Risk Management Committee responsible for managing risks related to all aspects of the Company's vision, goals, business strategies, finance, and corporate governance, considering potential risks and their impact severity and defining preventive and corrective measures and clear responsibility for their implementation. Additionally, reporting and monitoring procedures are specified and evaluated by the Audit Committee and the Board of Directors every quarter.

The Company has announced its Risk Management Committee charter, Audit Committee charter, Internal Audit Unit charter, and Risk Management Framework on its website (https://investor.britania.co.th/en/home) to provide easy and equal access to reliable information for shareholders, customers, analysts, investors, and interested parties.

1. The Board of Directors ensures that the Company has risk management and an internal control system that will achieve its objectives effectively and complies with the law and related standards.
2. The Board of Directors will establish an Audit Committee that is capable of performing duties efficiently and independently.
3. The Board of Directors monitors and manages any conflicts of interest that may arise between the Company, the Management, the Board of Directors or shareholders. This includes the prevention of the inappropriate use of assets, Company information and opportunities, as well as entering into transactions with those who have a relationship with the Company in an inappropriate manner.
4. The Board of Directors supervises the preparation of clear anti-corruption policies and practices and communicates them to all levels of the organization and external parties to ensure their implementation.
5. The Board of Directors supervises the business to ensure that there is a mechanism to receive complaints and respond to whistleblowers.

The Board of Directors has prohibited the use of opportunities or information obtained from being a director, executive, or employee for personal benefit, including not using internal information for trading the Company's stocks or providing internal information to others for their benefit, while involved in negotiations that may affect the stock price. Such persons must maintain confidentiality.

1. The Board of Directors is responsible for ensuring that the financial reporting system is prepared and the disclosure of important information is disclosed in an accurate, timely and compliant manner in accordance with relevant rules, standards and guidelines.
2. The Board of Directors monitors the adequacy of financial liquidity and debt capacity.
3. In the event that the business encounters or is likely to encounter financial difficulties, the Board of Directors considers and ensures that the business has plans to solve the problem or has other mechanisms in to solve the financial issue, while taking stakeholder rights into account.
4. The Board of Directors will consider preparing a sustainability report as necessary.
5. The Board of Directors directs the Management to establish an investor relations unit or person responsible for communicating with shareholders and other stakeholders, such as investors or analysts in an appropriate, equitable, and timely manner.
6. The Board of Directors encourages the dissemination of information through the use of information technology.

The Company has adhered to good corporate governance code for companies registered in the shareholder category with the following practices.

1. The Board of Directors ensures that shareholders are involved in important Company decisions.
2. The Board of Directors ensures that the Shareholders' Meeting is carried out in an orderly, transparent and efficient manner and allows shareholders to exercise their rights.
3. The Board of Directors is responsible for the accuracy and completeness of the disclosure of meeting resolutions and the preparation of the Shareholders' Meeting minutes.