Roles and responsibilities of the Board of Directors and Chief Executive Officer

Since the Company operates a real estate business which includes other related management, the Board of Directors must have knowledge and expertise in various fields to drive and plan business operations with the Management.

1. Qualifications and Appointment of Directors

The Company defines the qualifications of directors in accordance with the corporate governance code. The Nomination and Remuneration Committee considers the qualifications of directors from their profile, knowledge, and expertise, and then proposes them to the Shareholders' Meeting for approval.

2. Remuneration for Directors and Executives

Remuneration of the Board of Directors and executives is in accordance with the policy and the shareholder approval framework which is based on the proposal of the Nomination and Remuneration Committee.

3. Independence of the Board

Since the Board of Directors is the representative of the shareholders, the Board of Directors is responsible to perform their duties and be completely independent from the Management Team for the best interests of the Company and the shareholders as a whole. There is a clear separation of duties and responsibilities between the Board of Directors and the Management Team. The Board of Directors is responsible for setting policies and supervising the Company's operating systems in accordance with the policies, laws and ethics.

4. Director Development

The Company has an orientation for new directors every time there is a new appointment to help directors understand the expectations of the Company regarding the roles, duties and responsibilities of directors, and the policies and corporate governance code of the Company, as well as creating knowledge and understanding of the Company's business and operations in order to be prepared to perform the duties of directors.

The Company encourages the Board of Directors and senior management to attend seminars that are beneficial to their duties as well as regularly meeting and exchanging opinions with the Board of Directors and senior executives of different organizations. The courses that Company directors should at least attend are the courses of the Thai Institute of Directors Association (IOD). These include the Directors Certification Program (DCP), the Directors Accreditation Program (DAP), the Audit Committee Program (ACP), the Executive Development Program (EDP), and internal training or seminars by directors who are specialized in law and finance, etc.

5. Evaluation Performance of Directors

In 2021, each committee evaluated the previous year's performance of the Board of Directors and subcommittees in accordance with the performance criteria. The Company requires the Board of Directors (both the entire board and individual members) and subcommittees to evaluate performance at least once a year. This is an evaluation of both individuals and the entire board of the committee so that the Board of Directors and subcommittees can collaboratively consider and improve their performance.

6. Supervision of Subsidiaries and Associated Companies

The Company established a policy for supervising and managing the operations of its subsidiaries and associated companies. The objective is to establish measures and mechanisms, both directly and indirectly, that will enable the Company to supervise and manage the operations of the subsidiaries and associated companies. This includes monitoring to ensure that subsidiaries and associated companies adhere to the Company's policies and various measures and mechanisms. This includes laws regarding public limited company law, the civil and commercial code, securities law, and related laws, as well as notifications, rules, and regulations issued by the Capital Market Supervisory Board, the Securities and Exchange Commission, and the Stock Exchange of Thailand in order to maintain investor benefits in the Company's subsidiaries and associated companies. The details are as follows:

• The Company will appoint a representative to serve as a director in each subsidiary and/or associated company in proportion to its shareholding in each Company, to the extent that this can be accomplished, to act as a supervisor over the subsidiary and/or associated company's compliance with relevant laws, good corporate governance policy and other Company's policies. A person appointed as a director in each subsidiary and/or associated company must be considered and approved by the Board of Directors, with consideration given to the suitability for each company.
• If the transaction or action of a subsidiary is considered as an acquisition or disposition of assets in accordance with the announcement of the acquisition or disposition of assets, or connected transactions in accordance with the connected transaction announcements, the Company is required to seek approval from the Board of Directors of the Company and/or the Shareholders' Meeting of the Company, or seek an approval from relevant legal authorities before entering into transactions. Subsidiaries may enter into or proceed with such transactions with the approval of the Company's Board of Directors, and/or Shareholders' Meeting and/or related agencies (depending on the case). Additionally, if the subsidiary's transaction or the occurrence of certain events results in the Company being required to disclose information to the Stock Exchange of Thailand in accordance with the rules and regulations of the relevant notifications of the SET Board of Governors. The subsidiary's representative director is obligated to notify the Company's Management immediately that the subsidiary intends the transaction or such an event occurs.
• The Board of Directors and executives of each subsidiary and/or associated company has a scope of authority, duties and responsibilities in accordance with the relevant laws. This includes disclosing information about financial position and operating results to the Company by applying the relevant regulations of the Capital Market Supervisory Board and the Notification of the SET Board of Governors, mutatis mutandis as well as disclosing and submitting information of their own interests and related persons to the Board of Directors in regards to the relationship and transactions with the Company and its subsidiaries in a manner that may cause conflicts of interest and avoid transactions that may cause conflicts of interest.
• The Company will establish plans and take necessary actions to ensure that its subsidiaries and/or associate companies have disclosed information regarding the operating results and financial position to the Company. The Company will take appropriate actions and follow up with the subsidiaries. There is an information disclosure system as well as an internal control system that is sufficient and appropriate for business operations.

There is an information disclosure system as well as an internal control system that is sufficient and appropriate for business operations. Additionally, the Company closely monitors the operating results and operations of the said subsidiaries and/or associated companies and presents the results of analysis and opinions or recommendations to the Board of Directors and the Board of Directors of that subsidiary or associated company for consideration in order to develop or improve policies or practices to promote the subsidiaries' and/or associated companies' business to develop and grow continuously.

7. Supervision of Insider Trading

The Company conducts business in a transparent manner and understands the value of insider trading. The Company's policy prohibits directors, executives, employees, and staff of the Company and its subsidiaries from using confidential and/or insider information that has not been disclosed to the public about the Company and its subsidiaries to disclose or seek benefits for themselves or others, whether directly or indirectly, and regardless of whether they will receive anything in return. This includes refraining from insider trading of the Company's securities by using insider information. The following details are included:

• Directors, executives, employees and staff of the Company and subsidiaries are prohibited from insider trading, using knowledge and/or being in a position or line of responsibility with “insider information” or being able to access "insider information".
  • Buy or sell the Company's securities or to be bound by Futures Contracts related to the Company's securities, whether for oneself or another person.
  • Disclose “insider information” to others, whether directly or indirectly, by any means of knowing or should be able to know that the recipient of the information may use that information to purchase or sell the Company's securities or be bound by Futures Contracts related to the Company's securities, whether for oneself or another person.

  The term "insider information" refers to information that has not been made generally available to the public but is critical to the price or value of the Company's securities. For example, Company information that is likely to have a material effect on changes in the price or value of securities or investment decisions. This information may include, but is not limited to, information about the Company, its major shareholders, controlling persons, and key executives. The information is fairly obvious and that general investors are likely to use when making investment decisions.

• The Company will educate its directors and executives regarding their obligation to prepare and disclose securities holding reports and changes in the securities holdings of the Company's securities and futures contracts by themselves, their spouse or cohabitant as husband or wife, underage children, and the juristic person that themselves, their spouse or cohabitant as husband or wife, and their underage children who hold more than 30% of the total voting rights of such juristic persons and hold the highest proportion of shares in the juristic person to the Securities and Exchange Commission and the Stock Exchange of Thailand in accordance with Section 59 and the penalties under Section 275 of the Securities and Exchange Act and the relevant Notification of the SEC. This includes the acquisition or disposition of the Company's securities by themselves, their spouse or cohabitant as husband or wife, underage children, or a juristic person mentioned above to the SEC in accordance with Section 246 and the penalties under Section 298 of the Securities and Exchange Act and related notifications of the Capital Market Supervisory Board.
• The Company's directors and executives, including spouse or cohabitant as husband or wife, or underage children are required to prepare and submit the securities holding report and changes in the securities holding of Company and future contracts to the SEC with Section 59 and penalties under Section 275 of the Securities and Exchange Act B.E. 2535 (including any amendments), and submit such reports to the Company Secretary prior to submitting them to the SEC every time. The securities holding report must be prepared and submitted within 30 days from the date of appointment to be a director or executive. The report on changes in the securities holding must be prepared and submitted within 3 days from the date of purchase, sale, transfer or acceptance of transfer of such securities.
• Directors, executives, employees and staff of the Company and subsidiaries in the field of finance, must:
  • suspend the purchase or sale of the Company's securities; whether for oneself or another person; and
  • not disclose financial information to any other persons whether directly or indirectly.

  However, prior to the 30 days before the disclosure of annual or quarterly financial statements to the Stock Exchange of Thailand, they should wait at least 24 hours after the Company discloses the information before buying or selling the Company's securities. Those with access to insider information are prohibited from disclosing such information to others until the information has been disclosed to the Stock Exchange of Thailand.

• If the Company's partners and subsidiaries own securities listed on the Stock Exchange of Thailand and engage in transactions with such trade partners that may be considered "insider trading", the Company's directors, executives, employees, and staff are responsible for the prevention of "insider trading" with such partners in the same way that the Company is responsible for "insider information" in accordance with Clause 1, mentioned above.
• In the event that the Company has "insider information" that cannot be disclosed due to inconclusive or high uncertainty, the directors, executives, employees, and staff of the Company and its subsidiaries are responsible for maintaining the confidentiality of such information in order to prevent anyone from seeking benefits or making an unduly disclosure, in which case, such a person should follow the Guidelines for Handling Confidential Information Affecting Securities Prices prepared by the Securities and Exchange Commission.

  Additionally, when it is necessary to disclose insider information to relevant parties with a role in performing necessary actions for the Company, such as legal advisors who consult on transactions or credit rating agencies, etc. (CRA), directors, executives, employees, and staff of the Company and related subsidiaries ensure that recipients are aware of their responsibilities and that a system is in place to prevent any misuse of that information or disclosure to other persons.

  The "Guidelines for Handling Confidential Information Affecting Securities Prices", prepared by the SEC shall be complied with.

  The Company will arrange the training on the insider trading prevention policy for directors, executives, employees, and staff of the Company and related subsidiaries once a year to review their understanding and ensure compliance with the Securities and Exchange Act.

  Additionally, the Company will organize training to educate newly appointed directors and executives about their responsibilities to prepare and disclose securities holding reports and changes in the securities holdings, as well as those related to their securities holdings, in accordance with Section 59 of the Securities and Exchange Act and related notifications of the SEC. The report may be submitted through the Company Secretary.

• In the event that the Company holds shares or any other securities in other companies whose shares are listed on the Stock Exchange of Thailand, it must not appear that directors, executives, employees, and staff of the Company and/or any other person involved in or participating in the decision to invest in shares or any other securities of the registered company are taking any action that may affect the change in the share price or the registered securities significantly or possibly causing the general public to misunderstand the price or trading volume of such securities. This is strictly prohibited.
• If the Company discovers that directors, executives, employees, or staff of the Company or its related subsidiaries violate this policy against the use of insider information, this will be considered a serious disciplinary offense with a penalty of termination of employment as a director, executive, employee, or staff of the Company or its subsidiaries, such as being dismissed, removed or getting fired, etc. The Company will consider disciplinary action in accordance with the Company's regulations by considering the intent of the act and the seriousness of the offense.

Chief Executive Officer

When the Chief Executive Officer position becomes vacant or the person holding the position is unable to perform duties, the Nomination and Remuneration Committee will assign a person holding a similar position or the next ranking position to temporarily fill the position until a qualified person is nominated and selected in accordance with the Company's criteria. The Nomination and Remuneration Committee will determine the qualifications and criteria for selecting the Chief Executive Officer of the Company. The Company requires employees at all levels to have career development. For example, employees in key positions and/or critical positions must follow 6 steps of the Career Development & Succession Plan. They are as follows:

1. Consider and prioritize the selection of positions to prepare a succession plan.
2. Identify the characteristics, knowledge, abilities, and skills required for the key positions and/or critical positions.
3. Select qualified successor candidates.
4. Evaluate successor candidates.
5. Summarize succession approved list.
6. Design and/or develop a succession development plan (IDP), grooming and successor development.

Performance Evaluation of the Chief Executive Officer

In 2022, the Company required the Board of Directors to evaluate the performance of the Chief Executive Officer at least once a year so that the Chief Executive Officer can acknowledge and improve their performance. This also provided information for the Nomination and Remuneration Committee to consider the determination of remuneration. This evaluation is confidential. The overall evaluation results of Chief Executive Officer resulted with an average score of 97.00%. The evaluation results are at a level of excellence.

Performance Evaluation Topics for Chief Executive Officer

1. Leadership
2. Strategic Planning
3. Implementation of Strategic Planning
4. Planning and Financial Performance
5. Relationships with Directors
6. Relationships with Outsiders
7. Management and Relationships with Personnel
8. Succession
9. Knowledge of Products and Services.
10. Personal Characteristics

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