1. Structure of Board of Directors

The Board of Director is knowledgeable, abilities and experiences in various fields such as engineering, law, economic, business administration, account and finance thus all directors have passed training from Thai Institute of Directors Association: IOD Such individuals play an important role in determining company's policy with high-level executives on business planning in short term and long term through financing policies, risk management and organization overview.

In 2025, the Board of Directors consists of 5 Committees as follows:

1. Board of Directors
2. Audit Committee
3. Nomination and Remuneration Committee
4. Risk Management Committee
5. Executive Team

The company has determine and separate power of each committee – importance issue need to passed approval of each committee (with specific duties) then propose Board of Director to take into consideration or acknowledge and to counterbalance and review for transparency and fairness to all related parties

After every shareholders meeting; Board of Directors will arrange a meeting to appoint a sub- committee for the year 2025, the Board of Directors Meeting No.3/2025 held on May 15, 2025 resolve to appoint entire sub-committee in totaling of 4 committees and clearly delegated authority

The Company’s regulation has set not less than 5 Directors (Board of Directors) but not more than 15 Directors thus not less than half of total number of directors must reside in the Kingdom as at December 31, 2025 Board of Directors in totaling of 9 people

Details	Amount			proportion percentage
	Male	Female	TOTAL
Director as Executive	1	2	3	33.33
Director as Non-Executive	2	-	2	33.33
Independent Director	3	-	3	33.33
TOTAL	7	2	8	100.00

 

The Company’s Board of Directors consists of three independent directors, representing 33.33% of the total board, which exceeds the one-third or 33.33% requirement under the regulations of the Securities and Exchange Commission. The independent directors are responsible for overseeing the management’s operations, providing recommendations and opinions, supporting policies that benefit shareholders, or opposing actions that may result in unfairness or lack of transparency that could affect the interests of shareholders and other stakeholders. They also ensure that the Company establishes and discloses policies regarding related-party transactions to ensure that such actions are conducted in the best interest of the Company and its shareholders.

 

2. Appointment and term of office of the directors

• Criteria of Election and appointment of Board of Directors

The Board of Directors has qualification, experiences as needs and no prohibits characteristics follows PUBLIC COMPANY LIMITED ACT B.E.2535 and Securities and Exchange ACT B.E 2535 and other related laws thus Directors must have sufficient time to devote their knowledge and ability to perform duties for the company. The company has rules on person who will be elected as company’s director in accordance to Article of Association can be summarized as follow:

1. Director who appointed and relieve from Shareholders meeting as period of holding position in accordance to company’s regulation when expiration of term then may re-elected unless position is vacant not by rotation then Board of Director will appoint appropriate person in replacement of vacant position
2. The nomination of persons to be elected at the shareholders' meeting in replacement of director who retire by rotation due to currently the company has nomination committee officially but in this nomination; Board of Directors are together for considering qualifications, experiences, specialize in vary kind of fields, vision and virtue. In additional, able to express opinions independently, including work history by proposing to the Board of Directors of the Company to consider the mutual agreement before presenting it to the shareholders' meeting for approval
3. In every Annual General Meeting of Shareholders there should be director relieve 1 in 3 if total number of directors cannot divided into 3 parts then give out by number nearest to third part
4. Election of Director by voting right separately – shareholders cannot split their vote
5. The person who have highest votes respectively will being elected as a director equal to the number of directors to be elected at that time ; any director who retied by rotation can be re-elected
6. Shareholders voting – one share = one vote

In 2025, election of directors in replacement of rotation in 2025 Annual General Meeting of Shareholders held on April 30, 2025 in totaling of 3 names as follows:

1. Dr. Krissada Surawathanawises ............ Director
2. Mr. Anwin Lim ............ Director 
3. Mr. Aruk Onsuphabt ............ Director

The 2025 Annual General Meeting of Shareholders has resolved on approval to re-select of directors in totaling of 3 directors

• Term of position for Director

1. The Board of Directors are appointed from Annual General Meeting of Shareholders in accordance to company regulations as term of position equal to 3 years consistent to PUBLIC COMPANY LIMITED ACT and when expiration of term then may re-elect. Moreover, the Board of Directors to recruit and scrutinize right person to ensure that the person who will be a director of the company has knowledge and experience
2. The company has set age of directors and/or highest term to hold the position continuously by believing that the age or duration of office is not an obstacle If compared with knowledge, ability and each valuable experiences each person have. Moreover, those people might bring beneficial to company as trusted from Board of Directors and shareholders  ทั้งนี้บริษัทได้เปิดเผยวันเดือนปี ที่กรรมการบริษัท และกรรมการอิสระได้เข้าดำรงตำแหน่ง ไว้ในแบบ 56-1 One Report ข้อ 8.1 คณะกรรมการ
3. The company has set term of holding position for Audit Committee as well due to shareholder meeting has resolved to approve appointment of directors and audit committee
4. Board of Directors has information to compose consideration on recruitment of Independent Director who retired by rotation thus number of years of holding positions for consideration both in the invitation to the meeting and the annual report

In 2025, there are 3 Independent Directors as follows:

 

Name of Independent Directors		Appointed Year	Amount of Year holds position
1. Associate Professor Pusit	Lertwattanaruk, PHD	August 26, 2008	15 years
2. Dr. Visit	Ongpipattanakul	August 14, 2015	8 years
3. Dr. Krissada	Surawathanawises	November 14, 2024	1 year

 

                                    Nomination Committee

Details shown in title of Recruitment and appointment of directors and top management

• Qualification of Directors

Details shown in title of Recruitment and appointment of directors and top management

• Criteria for selection of independent directors and nomination process

The Board of Directors will design for selection of independent directors which is currently company has no nomination committee therefore selection process will be in accordance to rules and qualification from the Stock Exchange of Thailand and Market Supervisory Board then propose to Board of Director and shareholders meeting

 

3. Number of company which director holds position

The company requires that each director hold a position of not more than 5 in listed companies so that every director has the intention and determination to perform the duties of the director trusted by Directors and Shareholders

Board of Directors has policies on formulate guideline for director or executive chairman in a group that has knowledge, ability and expertise in that business also serve as a director subsidiary company

• For holding position of director in registered company more than 5 companies

In 2025, no director holding position of director in registered company more than 5 companies

• For Independent Director who holds the position of director in registered company not more than 3 companies

In 2025, no independent director holding position of director in registered company more than3 companies 

• For executive who holds the position of director in registered company not more than 2 companies

In 2025, the director served as a director in 2 listed companies which is the subsidiaries

 

Name-Surname		Open	The company has
Miss Laphassarin	Kraiwongwanitrung	- Director	- Rayong Wire Industries PLC. - Sky Tower PLC. - PAE Public PLC. (Thailand)

 

One Report thus company has confident that it will not cause a conflict of interest and does not affect performance of duties of directors throughout the years, the Board of Directors has shown that the Board of Directors is able to devote time to work efficiently. In which the company received advice, recommendations and suggestions that are useful to the company's business continuously and consistently.

The company has disclosed the names and details of each director's positions in other companies in the 56-1 One Report. The company is confident that this will not create any conflicts of interest and will not affect the performance of the board of directors' duties. Throughout the past period, the board of directors has demonstrated their ability to dedicate time and perform their duties effectively, and the company has continuously and consistently received valuable advice, recommendations, and suggestions for its business operations.

 

4. Sub-Committee

There are 4 sub-committees as consists of:

Sub-Committee	Amount	Independent Director	Directors as Non-Executive	Directors as Executives
1. Audit Committee	3	3	-	-
2. Remuneration Committee	3	3	-	-
3. Risk Management Committee	3	2	1	-
4. Executive Committee	3	-	2	1

            Remark :     - Term of position for Audit committee equals to 3 years

                             - Term of position for Remuneration committee, Risk Management Committee and Executive

       Directors equals to 1 year

 

All members in sub-committee appointed from the Board of Director to practice in specific subject and propose to the Board of Directors for acknowledgement thus the Board of Directors may appoint subcommittee as appropriate to changes of situation (all members in subcommittee are independent director), qualification, understand roles; holding position of directors and subcommittee position by perform duties responsibly, honestly, morality, carefully and independently; It is believed that all directors understand and act strictly, and the structure of the various committees is acceptable to shareholders.  

Apart from this, company has reviews process of the Board of Directors and Sub-Committee yearly

Therefore, the board members and senior executives of the company have never been employees or partners of the external auditing firm that the company has been using for the past 5 years.

Apart from this, in 2025, the Board of Directors allows director or non-executives can be discussed among themselves as appropriate by no management attendees and propose to Board of Directors for acknowledgement,  

The company has Charter authority has prepared a series of last update of the Board of Directors, Audit Committee, Remuneration Committee and authority of Chief Executive Officer by passed approval of Board Committees and approved from Board of Directors meeting No.1/2019 held on February 27, 2019 (details shown in Form 56 - 1 One Report No.9.2 Subcommittee) Including the authority to organize and conduct of the Board of Directors, Executive Committee and Chief Executive Officer (amended) to be consistence with business operation as approved by Board of Directors meeting No.1/2016 held on February 26, 2016.

• Audit Committee

            The Audit Committee consists of 3 board members who are qualified as independent in accordance with The Stock Exchange of Thailand announcement and the Company’s definition. All members are knowledgeable and have understanding and experience in accounting, finance and management. The Audit Committee authorities, duties and works are in accordance with the Audit Committee charter. The Audit Committee is an independent entity to support the board of directors in successfully eliminating conflicts of interest, verifying financial information presented to shareholders and related parties, auditing the specified internal control system, and communicating with the Company’s auditor thus each member has a role in selection process and lay off company’s auditor and duration of this position equals to 3 years. thus each member has a role in selection process and lay off company’s auditor  and duration of this position equals to three years

• Nomination and Remuneration Committee

            The Nomination and Remuneration Committee consists of 3 directors which are all independent and Non-Executive Director consider the nomination of directors and the highest executive and remuneration of all committees and the highest executive by comparing on same industrials, experiences, roles and responsibilities. Including consideration of business expansion, expertise in various subjects, having vision as a person of morality, having an outstanding work history, and being able to express opinions independently. As well as the performance as a director in the past period. The Board of Directors shall hold office for a term of 1 year and shall be appointed by the Board of Directors every year after the Annual General Meeting of Shareholders, except in the event that the position of the Company's director becomes vacant without retiring by term. The Board of Directors may consider appointing a person to be a director in accordance with the Company's Articles of Association.

• Risk Management Committee

            Board of Risk Management consists of 3 Director who are independently and as director but not executive who responsible to ensure that the Company has appropriate and effective risk management (term of position equal to 1 year) which has been approval from Boards meeting every year after Shareholders meeting.

• Executive Team

            The executive committee consists of 3 directors who are knowledgeable and have various experiences and understanding of responsibilities and the Company’s business.

            The executive management committee is responsible for the Company’s business operation in committee format. There are directors and/or executives appointed and approved by the Board of Directors to serve as executive directors in accordance with the Company’s regulations. The duration of this position equals to 1 year which will be assigned by each Annual Meeting of Board of Directors after Annual General Shareholders’ Meeting held.

5. Board of Directors meeting

 

1. Board of Directors have set meeting once every quarter The meeting schedule for directors has been prepared in advance for each year, with clear agendas, which the company secretary will send in the meeting every December.
2. Send the documents related to the meeting 7 days in advance in order to provide board members adequate time to study documents before meeting. Unless it is urgent to protect the company's interests, notice may be given less than 7 days in advance, each meeting will take approximately 2 hours and in meetings there are openly and freely for feedback.
3. Other consideration, Chairman (as represented as) Chairman of the meeting shall have an opportunity to express their opinions freely, Voting shall be by majority vote by each director has one vote and any stakeholders as Director has to abstain or no comment or no attend on those agenda if there are equal vote then chairman entitled to one vote as casting vote.

In 2025, voting for each agenda need to have 2 in 3 directors of total directors

4. Board of Directors has pay attention on management issues relating to conflicts of interest of all parties to carefully and fairly by fully disclose of information in case there is stakeholder as Directors then he/she has no right to comments of those agendas.
5. Board of Director Meeting; If there are any suspect or need more information from related person then Chief Executive Officer will request executives to clarified and in case directors need some information then could contact Company Secretary
6. Board of Directors has given chance to director (not executive) can have a meeting as among themselves as appropriate and acknowledge Board of Directors
7. Board of Directors has set 6 times for Board of Directors meeting which pursuant to Directors, the Company will advance. In case there is urgent cases then could call the meeting as appropriate

End of the meeting, corporate secretary is responsible for recording and storing minutes of meetings and approved by chairman and corporate secretary. By this, Directors may comments; amend in the minute of meeting for the corrections. 

Minute of Board meeting and sub-committee will storage in folder at the head office as convenience for Directors and related person to be referred

In 2025, the meetings are as follows: 

• Total number of meeting for Board of Directors equal to 5 times as number of time held meeting are reasonable and sufficient for the duties of the Board of Directors as the nature of the business and every director who attend the meeting shall attend more than 80% of meeting
• Audit Committee and Internal Audit has schedule meeting with company’s auditor quarterly together with inviting representatives from executives to attend the meeting. In 2025, total number of meeting for Audit Committee equals to 5 times
• Audit Committee has a meeting with executive independently; decision and Suggestion arise from the meeting will acknowledge Board of Directors
• The company has policies for non-executive to called meeting

 

6. Remuneration of Directors and Executives

Nomination and Remuneration Committee will consider appropriate amount of compensation from experiences, duties, scope, roles, participating and responsibilities of each director as comparing with similar industries and taking business growth into consideration and proposed to shareholders meeting for approval every year.

The Annual General Meeting of Shareholders for the year 2025, held on April 30, 2025, approved a director compensation budget not exceeding 2.5 million baht, which is the same amount as in 2024. The compensation will be paid on a per-instance basis. The company's board has delegated the responsibility to the Compensation Committee to determine the compensation for the directors and sub-committees, and to present it for consideration and approval at the shareholders' meeting each year.

The Compensation Committee determines the structure /components of compensation that are appropriate for the responsibilities and benefits received by each board member.

Remuneration of Chief Executive Officer (CEO) as senior executive of company, we have no policies to receive other fees except remuneration in term of director or employee, no share given, debenture or other securities to executives. The company has disclosed details on remuneration fees individually in Form 56- 1 One Report No.8.4 Remuneration for Directors and Executives

Remuneration of executives is in accordance to rules and policies which will considers performance based on the roles, duties and responsibilities of each person

In 2025, there are 2 times of remuneration committee meeting by set remuneration for Directors in year 2025 and proposed compensation to get approval from Board of Directors and Shareholders meeting respectively. The company has disclosed compensation of each person in Form 56 - 1 One Report No.8.4 Remuneration for Directors and Executives

 

7. Leadership and Vision

The Board of Directors has set visions, missions and policies including company corporate supervisor to be consistence to set objectives and targets for highest benefits as well as increase economic value for company and shareholders by considering the interest of all stakeholders thus there is freedom in expressing opinions and decision not to seek benefits for themselves or to any person; do not take any actions that are in conflict or is a competition with interests of the company or subsidiaries.

The Board of Directors will set financial KPIs and plans at the beginning of the year, with monthly and quarterly follow-up to know the status of the operations. If the performance is below target, it will analyze the cause to determine solutions and adjust the operational strategy to suit the changing situation.

Board of Directors give importance to financial report that must truly reflect the operating results, assessment and standardize in administration and manage risk to be at appropriate level with efficiency and effectiveness under the principle of power balancing which could be check. Board of Directors is committed to development so that business of company is progressing steadily and able to create appropriate return for shareholders

Moreover, Internal Audit Committees are responsible for Internal Audit directly which includes make sure that internal control system are enough and appropriate risk management to keep company beneficial by used corporate governance as a tool for value added and reach company objective for highest returns to company and shareholders. Moreover, require Directors and Executives report to company on their stakeholders or any person who related to equity as related to management of company or subsidiaries follows regulations, conditions and methods which announced from Capital Market Commission.

Board of Directors has aware of importance on business operation by set vision and mission of company in order for Directors, Executives and employees intend to operate in the same direction also has policies to reviews annually.

In 2025, the Company has set vision in accordance to business policy as responsible for social and environment.

 

8. Roles and Responsibilities of the Board

The Board of Directors has appointed from shareholders to represent of shareholders which has importance roles on setting management policies by join with executives to set policies, operating goals, operating plans and annual budget by executives and employees should go on to the same directions. By this, including supervision and monitoring of operation in accordance with business plans and budget set by effectively and efficiently.

The company has determined and separate authorization of Board of Directors and management in various level clearly by considering on importance matters through comments from Board of Directors and subcommittee in order to balance and review transparently as well as moral to every related department. The company has disclosed duties and responsibilities of Directors (details shown in Form 56-1 One Report title 8 Directors)

In 2025, the Board of Directors has performed its duty to ensure that the Company's operations are in accordance with the laws and regulations therefore there are not any irregularities.

 

Corporate Secretary

Follows Securities and Exchange ACT (No.4) BE.2551 has assigned to the Board of Directors to appointed Company Secretary whom will be responsible for coordinate legal issues on behalf of the Company or the Board of Directors. The Company Secretary also has an important role in coordinate effectively in both internal and external. 

Miss. Jantharat Sodsongchit as Company Secretary as follows the resolutions of the Board of Directors' Meeting No. 4/2020 on August 21, 2020 and holds position of Senior Manager of compliance and investor relation section and passed training on Company Secretary Program (CSP) from IOD on October 26-27, 2021. In addition, passed the 2022 Company Secretary Professional Development Program organized by the Thai Listed Companies Association and has working experience in corporate governance.

Compliance and Investor Relation

The company has focused on organizations and its shareholders to its established compliance and investor relation department in order to coordinate with Company Secretary, secretary of internal audit and shareholders for achieve goals effectively. By this, assigned to Miss. Jantharat Sodsongchit (Senior Assistant Manager, Compliance and Investor Relations) which has knowledge on management in order to support efficient in operation and understanding in term of good corporate governance to Directors Executives and employees includes organization images.

 

 

9. Consolidation or separation of positions

The company has policies on separate of positions on responsibilities of Chairman and Chief Executive Officers which has knowledge, abilities, experiences and qualified and must not be the same person in order to balance the power By separating supervision and management duties from each other

The chairman of the Board of Directors and controller in this meeting had concluded independently by board members could give out their opinions or any proposal and support business management by authorized to Chairman, Chief Executive Officer to handles which will not interfere business management.

Although the chairman of the Board of Directors is not an independent director but performs his duties independently and allows all directors to independently express their opinions. Hence, the Company believes that the chairman of the Board of Directors always places importance on and understands good corporate governance principles as well as encourages the implementation.

In 2025, The Company has 3 Executive Directors by Chief Executive Officer is a leader for management, planning, operating which follows the policies as set by Board of Director. In addition, Executives has join with Board of Directors in determine of policies and business goals.

 

10. Development of Directors and Executives

The Board of Directors has giving importance to development of directors by encourage directors to attend the seminar or any course that useful in performing duties by focusing on the benefits of education, training that will develop directors in order to gain knowledge that is up to date in the competitive business situation all times also have policies to develop potential of personnel who are executives by providing training both inside and outside organization. In the past, company’s directors have attend training program from Thai Institute of Director (IOD) as Securities and Exchange Commission (SEC) requires directors of listed companies must past at least 1 training course such as Director Accreditation Program (DAP) and Director Certification Program (DCP) apart from mentioned courses directors are also give importance to enter into other courses provided by IOD such as Roles of Compensation Committee Program (RCC), Company Secretary; by objective of to enhance professional leadership, have knowledge and understanding truly, prototype on driving organization for good corporate governance. However, every directors have past basic training course of directors; Director Accreditation Program

 

ในปี In 2025, Directors and Executives attended to seminar and training as follows:

 

Director / Executive	Name of Seminar / Training / Joint Activities
Miss Laphassarin Kraiwongwanitrung	On June 27, 2025: New Financial Statement Format Course – Impact on Financial Statement Preparers, along with an update on the latest conditions and qualifications for accountants. On July 18, 2025: Risk Analysis of Financial Statements for Accountants. On December 3, 2025: Accountants and Sustainability Disclosure under Current Requirements and IFRS S1 and IFRS S2 / Carbon Credit Accounting.
Miss Jantharat Sodsongchit	ESG Risk Workshop 2025 – Fraud Risk Course, held on October 30, 2025, and December 3, 2025, jointly organized by the Stock Exchange of Thailand and the Federation of Accounting Professions under the Royal Patronage.
Miss Thidarath Disrit	ESG Risk Workshop 2025 – Fraud Risk Course, held on October 30, 2025, and December 3, 2025, jointly organized by the Stock Exchange of Thailand and the Federation of Accounting Professions under the Royal Patronage. December 3, 2025, jointly organized by the Stock Exchange of Thailand and the Federation of Accounting Professions under the Royal Patronage. On August 20, 2025, the ESG Risk Management Course (ESG Risks) was conducted, and on May 20, 2025, the Personal Data Protection Act (PDPA)

 

 

11. Evaluation of The Board of Directors, Subcommittee and Chief Executive Officer performances

The Board of Directors has not evaluated the performance of the Board of Directors. However, the Board of Directors has reviewed the work and problems for improvement in order to help the Board of Directors work more effectively.

Annual Evaluation of Audit Committee

Audit Committee has evaluated in term of practice for each committee as use as a framework for auditing performance on duties of Audit Committee as in accordance to Corporate Governance Policies and/or good practices to improve operation of audit committee in accordance with policy guidelines and review problems and obstacles that occurred during the past year. By dividing the assessment into 3 areas which are:

1. Structure and Qualification of Audit Committee
2. Audit Committee Meeting
3. Roles and Responsibilities of Audit Committee

 

Score Range	Meaning
More than 80 percent	Very Good
More than 70-80%	Very Good
More than 60 – 70 percent	Good
less than or equal to 60 percent	Below average

 

Self-assessment of Audit Committee are as follows:

No.	Assessment Subjects	Percentages (%)	Grade
1.	Structure and Qualification Of Audit Committee	100.00	Very Good
2.	Audit Committee Meeting	100.00	Very Good
3.	Roles and Responsibilities of Audit Committee	100.00	Very Good
Average		100.00	Very Good

 

 

 

Annual evaluation of Chief Executive Officer

            Remuneration Committee will evaluate performance of Chief Executive Officer by the following manners

1. Leadership
2. Performance
3. Practice along with policies and strategy formulation