Chapter 1 The Rights of Shareholders

The Company recognizes and places importance on the various basic rights of the shareholders, both as investors in securities and as owners of the Company, by defining the guidelines to encourage the exercise of shareholders’ rights as follows:

1. Shareholders’ Meeting

1.1 The Board of Directors has a policy to support or encourage all groups of shareholders, including institutional investors, to attend the shareholders’ meetings and exercise their rights, which covers the basic legal rights, i.e. obtain a share in the profit of the Company; buy, sell or transfer shares; obtain adequate news and information on the Company; and participate and vote in the shareholders’ meetings to elect or remove directors, determine all forms of the remuneration of directors, including meeting allowances, regular compensation or other benefits, appoint the external auditor and determine the audit fee, and make decisions on any matter that affects the Company, such as dividend payment, determination or amendment of the Articles of Association and Memorandum of Association, capital decreases or increases, and the approval of extraordinary transactions.

1.2 The Company has provided information on the date, time, venue and agenda, with rationale and explanation for each agenda item or resolution requested, in the notice of the Annual General Meeting or Extraordinary General Meeting of Shareholders or attachments to the agenda. The Company has refrained from any action that limits the opportunity of the shareholders to study the information on the Company. The details of which are as follows:

1.2.1) The Company does not undermine the rights of the shareholders to study the Company’s information that must be disclosed according to various requirements and to attend the shareholders’ meeting. For instance, the Company does not abruptly distribute documents containing additional important information in the meetings, add new agenda items or alter sensitive information without prior notice to the shareholders, not provide shareholders with the right to pose questions to the Board of Directors in the meeting, not restrict the right to attend of shareholders who come late for the meeting, etc.

1.2.2) The Company has provided information as to the date, time, venue and agenda of the meetings. Each agenda item of the shareholders’ meeting is set as individual subjects and the objective and rationale of each agenda item is clearly defined. Adequate information is provided for decision-making as follow:

1. a. Agenda for appointment of directors

1) Preliminary information of the nominated person, such as title, name, age, type of director, educational background, experience, number of companies holding the position of directors etc.

2) Positions held in other companies with clear details of any company that may potentially have a conflict of interest with the Company

3)   Nomination criteria and procedures (in the case of appointment of a new director)

4)  Date, Month, and Year of Appointment Years holding the attendance record in the past year (in the case of reappointment of directors)

5)  Reviewed by the entire Board of Directors serving as the Nominating Committee

6)  The opinion of the Board of Directors is sufficient and clear for the shareholders to cast their vote

1. b. Agenda to consider the remuneration of directors

1) Amount and form of remuneration by position or responsibilities of the directors

2) Directors’ remuneration policy

3) Criteria and procedures for determining remuneration

4) Other benefits received as director (presently the directors do not receive any other benefit apart from meeting allowance and regular compensation)

5) Reviewed by the Board of Directors serving as the Remuneration Committee

6) The opinion of the Board of Directors is sufficient and clear for the shareholders to cast their vote

1. c. Agenda to appoint the auditor and determine the audit fee

1) Name of the auditor and the audit firm

2) Experience and competence of the auditor

3) Independence of the auditor

4) Years of service to the Company (in case of appointment of the current auditor) or reason for the change of auditor (in case of appointment of a new auditor)

5) How the suitability of the audit fee together with other fees of the auditor is determined

6)  Reviewed by the Audit Committee

7) The opinion of the Board of Directors is sufficient and clear for the shareholders to cast their vote

1. d. Agenda on dividend payment

1) Dividend policy

2) Actual amount to be allocated compared with the policy, along with reasons and supporting information for consideration

3) Reason why dividend payment does not conform to the policy

4) The opinion of the Board of Directors is sufficient and clear for the shareholders to cast their vote

1. e. Agenda to consider material matters of the Company, such as capital increase/decrease, amendment of regulations, business sales/ dissolution/ transfer/ merger, etc.

1) Details of the matter proposed

2) Objective, reason or necessity

3) Impact on the Company and its shareholders

4) The opinion of the Board of Directors is sufficient and clear for the shareholders to cast their vote

1.3) The Board of Directors fully facilitates shareholder participation and voting in meetings and refrains from any action that may limit the opportunities of the shareholders to attend the meeting. The procedures for attending and voting should not be complicated or too costly for shareholders. The meeting venue should be of a sufficient size and easily accessible.

1.4) The Company provides the shareholders with an opportunity to send their questions prior to the meeting date, by clearly determining the criteria for submission of questions in advance and duly informing the shareholders along with the delivery of the notice to the shareholders’ meeting. In addition, the Company also disseminates the criteria for submission of questions in advance on its website. The Board of Directors has prescribed the procedure for screening the questions submitted in advance and requires that the Company to provide answers to the shareholders in advance, as well as inform the shareholders’ meeting. The details of the procedure are as follows:

1.4.1) The Company provides shareholders with the opportunity to submit questions related to the meeting agenda to the Board of Directors in advance throughout the submission period. As for the Annual General Meeting of Shareholders, the Board will gather the questions until about 7 days prior to the meeting date. The Company adheres to the following guidelines:

• Clearly determine the criteria for submission of questions in advance
• Inform the shareholders along with the delivery of the notice to the shareholders’ meeting
• Prescribe procedures for advance submission of the questions, such as allowing the shareholders to send the questions through the Company’s website, by email or by post to the Board of Directors
• Set the submission period for advance submission of the questions prior to the date of the shareholders’ meeting
• Prescribe the procedure for screening the questions submitted in advance by the shareholders for consideration of the Board of Directors in answering those questions
• The Company answers the questions for the shareholders in advance of the meeting date.
• The Company answers the questions for the shareholders on the day of the meeting.
• The Company informs the shareholders’ meeting of the questions submitted in advance by the shareholders and the answers to such questions.

1.5) The Board of Directors encourages shareholders to use proxy forms on which they can specify their votes and proposes as an option at least 1 independent director for shareholders to appoint as their proxy.

However, shareholders can download the proxy form from the Company’s website. The Board determines that the Company must also provide revenue stamps for the shareholders to attach to the proxy form. In addition, the shareholders who attend the meeting after the Chairman has declared it duly convened are provided with the right to vote on the agenda item under consideration where the vote has not been casted and the shareholders shall be counted as part of the quorum as from the agenda where first attending, except in the case where the shareholders’ meeting considers otherwise.

2. 2. Procedures on the Shareholders’ Meeting Date

2.1) The Board of Directors encourages the use of technology with the shareholders’ meetings, including registration of the attending shareholders and vote counting and reporting, so that the meeting can be conducted quickly, accurately and precisely.

2.2) Directors’ attendance at shareholders’ meetings:

2.2.1) All directors should attend the shareholders’ meetings.

2.2.2) In the case where not all the directors can attend, at least the following persons must attend the shareholders’ meetings:

1) Chairman

2) Managing Director

3) Chairman of the Audit Committee

2.2.3) The shareholders are presented with the opportunity to pose questions to the chairpersons of the various committees on matters in which they are involved.

2.3) In the shareholders’ meeting, voting is made separately for each item in the case of several items in an agenda, such as the election of directors.

2.4) The Company has in place a process for vote counting, storage of voting papers for every agenda item and full video recording of the meetings, which is disclosed on the Company’s website. The meeting and vote counting for every agenda item are conducted with transparency and auditability.

2.5) The Chairman has allocated adequate time for discussion and encourages the shareholders to express opinions and pose questions related to the Company to the meeting.

3. 3. Preparation and Disclosure of the Minutes of the Shareholders’ Meetings

3.1) The minutes of shareholder’s meetings record the explanation of the voting and vote counting procedures used to the meeting prior to commencement of the meeting, as well as the opportunity provided for the shareholders to raise issues and questions. It also records the questions and answers, the voting results for each agenda item of the number of shareholders approving, dissenting and abstaining, and the list of directors who attend or are absent from the meetings.

3.2) The Company discloses to the public the voting results and the minutes of the meeting on its website. The details of the practice are as follows:

3.2.1) Disclose the resolutions of the meeting separated into approving, dissenting or abstaining votes on the next working day.

3.2.2) Disseminate the minutes of the meeting within 14 days from the shareholders’ meetings to serve as a channel for shareholders to express an opinion without having to wait for the next meeting.

3.2.3) Post the videos of the shareholders’ meeting on the Company’s website.

4. 4. The Company provides more care to the shareholders than their legal rights by providing current important information on its website.

Chapter 2 The Equitable Treatment of Shareholders

The Board of Directors supervises and protects the fundamental rights of all individual and groups of shareholders, such as major shareholders, minority shareholders, institutional investors and foreign investors equally, including in the process of calling the meeting of shareholders, the protective measures to prevent the use of inside information by the directors, management and employees for abusive self-dealing, and for the directors and management to disclose information regarding their interests and those of their related parties.

The Company has established guidelines for the equitable treatment of shareholders as follows:

1. 1. Disclosure of Information Prior to the Shareholders’ Meeting

1.1) The Company informs The Stock Exchange of Thailand of the meeting schedule together with the agenda and opinions of the Board of Directors and disseminates this information on the Company’s website. The details of the procedures are as follows:

1.1.1) The Company provides an opportunity for the shareholders to review the supporting information of the meeting on its website at least 30 days prior to the date of the shareholders’ meeting.

1.1.2) The supporting information of the meeting posted on the Company’s website contains the same information that the Company will send to the shareholders in the form of hard copy documents.

1.1.3) The Company sends the notice of the meeting and the supporting documents to the shareholders for more days in advance than that stipulated by law (at least 30 days prior to the meeting date).

1.2) The Company informs the shareholders of the various meeting rules and procedures for voting, including the voting rights attached to each class of shares, both in the notice of the meeting and at the shareholders’ meeting.

1.3) The above notice of the shareholders’ meeting is fully translated into English and disseminated at the same time as the Thai version.

2. 2. Protection of the Rights of Minority Shareholders

2.1) The Board of Directors has clearly pre-determined the criteria for minority shareholders to propose additional agenda items in advance of the shareholders’ meeting date. In order to demonstrate fairness and transparency in considering whether the agenda items proposed by the minority shareholders should be included, the Company has the following criteria:

1) All shareholders have the right to propose agenda items.

2) Details of the supporting information for consideration.

3) Criteria to determine inclusion/non-inclusion of the matter proposed as an agenda item.

4)Channels through which to propose agenda items, such send a letter to the Board of Directors that may be sent in advance through the Company’s website or by email, etc.

5) Period for proposing matters for inclusion is from 1 January to 31 December of every year.

6) The Board of Directors informs the shareholders via the Company’s website of the criteria for proposing agenda items.

7) There is a screening process of the matters proposed by the shareholders for consideration by the Board of Directors in the Board meeting.

8) Inform the shareholders of the Board of Directors’ decision together with the reasoning by informing the shareholder who proposes the agenda item and informing the shareholders’ meeting.

2.2) The Board of Directors has established procedures for minority shareholders to nominate candidates to serve as directors and to provide supporting information regarding the candidates’ qualifications and their consent in advance of the shareholders’ meeting date. The rules for nomination are as per the following topics:

1) Nomination channel is by submitting a letter to the Board of Directors.

2) Nomination period is from 1 January to 31 December of every year.

3)Supporting information for consideration, such as detailed information on the qualifications of the proposed candidates, the candidates’ letters of consent, etc.

4) The Board of Directors informs the shareholders of the rules for nomination candidates through the dissemination channels of The Stock Exchange of Thailand and through the Company’s website.

5) The Board of Directors considers the qualifications of the candidates proposed by the minority shareholders according to the criteria set by the Company.

6) The Company Secretary informs the shareholders who proposed candidates of the Board of Directors’ decision and its reasoning and the Chairman informs the shareholders’ meeting.

2.3) Shareholders in a management position may not add an agenda item without prior notice unless necessary, especially important agenda items that the shareholders require time to review before making a decision.

2.4) The Board of Directors provides the opportunity for the shareholders to exercise their rights to elect directors individually.

3. 3. Protection against Abuse of Insider Information

3.1) The Board of Directors has established in writing the policy for safe-guarding and prevention of use of insider information and has communicated them to everyone in the Company for compliance, together with the rules for trading the Company’s shares for the directors, executives and employees with knowledge of insider information to use as a guideline by the Board of Directors and Executives must not sell, buy, transfer or take transfer of the securities within a month before the disclosure of its financial statements and within two days after such disclosure.

3.2) All directors and executives who have a duty by law to report on their securities holding of the Company are required to regularly send such report to the Board of Directors and disclose such information in the Annual Registration Statement (Form 56-1 One Report).

4. 4. Conflicts of Interest of Directors

4.1) The Board of Directors requires the directors and executives to report any conflict of interest regarding each agenda item prior to consideration and that such conflict must be minutes in the minutes of the Board of Directors’ meeting as follows:

1) The Board of Directors has set the guideline for the directors and executives to disclose their interests and those of their related persons to the Board so that it can make a decision for the benefit of the Company as a whole.

2) This guideline is consistent with the nature of the business and the regulations of the relevant authorities, such as The Bank of Thailand, The Securities and Exchange Commission, Thailand, The Stock Exchange of Thailand, etc.

3) The Company Secretary has been assigned as the recipient for information on any interest of the directors, executives and their related persons.

4) The Company Secretary has the duty to report any interest of the directors and executives, together with related persons to the Board of Directors, especially when the Board has to consider any transaction between the Company and the director or executive who have an interest or is connected.

4.2) The Board of Directors shall ensure that any director who has a material interest in a manner that may prevent such director from expressing opinion independently shall refrain from participating in the meeting to consider that agenda item.

Chapter 3 The Role of Stakeholders

The Company believes that the private sector is a sector that is important to the economy and society of the country and considers it a duty to care for the survival and sustainability of social cohesion. Thus, the Company and its subsidiary adheres to its intent to operate its businesses with sustained success with consideration of all groups of stakeholders under the Premier Group’s business philosophy of “Progressive Business, Stable Employees, Sustainable Society”. The Company believes that in maintaining balance between business, employees and society will support the business, society and the environment to grow strongly and sustainably together.

The Company has established guidelines on the role of stakeholders as follows:

1. 1. Establishing Policies for Treatment of Stakeholders

1.1) The Board of Directors has set the policy on the treatment of each stakeholder group together with tangible implementation measures. The policy has been announced and there are measures related to fair treatment that ensures that the Company and its value chain are responsible for the stakeholders as follows:

1) Shareholders

Perform duties with integrity, transparency and for the benefit of the Company and its shareholders; manage the Company’s operations cautiously and carefully in order to prevent any damages to the shareholders; refrain from seeking personal gains for oneself or related persons by exploiting any non-public information of the Company; and refrain from any action that might cause conflicts of interest with the Company, including the divulgence of any confidential information of the Company to outsiders, especially its competitors.

2) Employees

The Company recognizes the importance of its employees as valuable assets and has treated all employees equally and fairly based on human rights principles without discrimination of skin color, race, sex or religion and without any illegal form of the use of all kind of forced labour and/or child labour. The Company has compensation and remuneration policies that are based on the principles of fairness, which are appropriate for the job description, responsibilities and competency of each employee and are comparable with other companies within the same industry. The Company also has a policy for the continuous development and promotion of knowledge and competency for the employees to develop their skills and abilities for career advancement.

As for its welfare policy, the Company provides employee with more benefits than those prescribed by law, such as provident fund for employees and saving and credit cooperatives as a tool to motivate the employees to work and to help retain employees with the Company over the long-term that is in the form of regular savings that will be insurance for the employees’ life after their retirement.

The Company has set a safety policy and set up a committee to oversee that safety, bio-sanitation, and the work environment are in accordance with the laws and international standards and to closely monitor performance. Knowledge and training on safety, bio-sanitation, and the work environment are provided to the employees and related persons along with promotion of all employees’ awareness towards the importance of safety and to seriously comply. There is regular testing of the office building’s safety system and annual fire drills, as well as illumination and noise intensity measurements.

3) Customers

The Company has set a policy to meet customer satisfaction by offering quality products of standard that are safe to fulfill the needs of the customers. Complete and accurate information about the products and services are disclosed without distortion of facts, as well as provision of information that is accurate, adequate, and beneficial to the customers. It also has a product recall process in case any quality defect is found.

4) Trade Partners and Creditors

The Company selects its trade partners impartially and conducts mutual business fairly without exploitation, respects and abides by the terms of the agreement, and does not solicit, accept or give any undue benefit in dealing with trade partners or creditors. In the case that there should be any information regarding the bestowment of any undue benefits, the Company will consult with the trade partners or creditors to mutually resolve the matter quickly and with fairness to all parties.

5) Competitors

The Company conducts its business ethically and transparently with fair competition with its competitors, competes under the rules of fair business competition, refrains from seeking confidential information of the business competitors through dishonest or improper means, and refrains from discrediting competitors through slandering or taking any action without the truth and unjustifiably.

6) Communities/Society

 The Company has set the rules for the treatment of communities and society in its Code of Conduct for use as a guideline for practice by all employees as follows:

1) Support activities that are beneficial to the communities and society as a whole and build a good relationship with the communities in which the Company’s place of business is located.

2) Comply or ensure compliance with relevant laws and regulations.

3) Refrain from supporting or participating in transactions with any persons that are detrimental to the communities and society.

4) Pay attention to and be responsible for rectifying any danger that society is apprehensive of that may have been caused by the Company’s products/services or business operation.

5) Participate in the improvement of quality of life, build a harmonious society, develop virtue and morality, preserve good traditions, and instill a strong sense of social responsibility and volunteerism among the employees.

7) Environment

 The Company sets policies and guidelines for environmental protection as follows:

1) Refrain from any action that may damage the natural resources and the environment.

2) Comply or ensure compliance with laws and regulations related to the environment.

3)Refrain from supporting or participating in transactions with outside persons that threaten the environment as a whole.

4) Encourage the efficient use of resources and set policies on conservation of energy and other resources through the adoption of energy-efficient technologies for use in the Company.

5) Promote employees’ knowledge of the environment, as well as organize in collaboration with the employee activities related to the environment. This is set as a policy with disclosure of the practices for the awareness of all concerned.

1.2) The Board of Directors has assigned the Company Secretary as the recipient of complaints and to handle the complaints filed by the stakeholders. The reporting procedures and channels have been disclosed on the website and in the Annual Registration Statement/Annual Report (Form 56-1 One Report) of the Company.

1.3) Have in place mechanisms for whistle-blower protection and compensation measures in the case that stakeholders receive any damage from the Company’s violation of their legal rights.

2. 2. The Company has policies and practices in anti-corruption, and prohibits bribery for business interests of the Company, as well as supports activities that promotes and instills all employees to comply with the relevant laws and regulations.
3. 3. The Company has set policies on intellectual property for which employees are prohibited from infringement of the intellectual property rights of others, disregarding whether domestic or foreign, and are prohibited from bringing pirated software for use in the Company.

Chapter 4 Disclosure and Transparency

The Board of Directors recognizes the importance of disclosure of information, both financial and non-financial, that is accurate, complete and transparent as stipulated by the regulations of The Securities and Exchange Commission, Thailand (SEC) and The Stock Exchange of Thailand (SET), as well as other material information that may affect the price of the Company’s securities that influences the decision-making process of its investors and stakeholders. Information on the Company is disseminated to the shareholders, investors and general public through the channels of the SET and the Company’s website in Thai and English, which is constantly updated.

The Company has set guidelines on the disclosure and transparency of information as follows:

1. Disclosure of Information

 1.1) The Board of Directors has mechanisms to ensure that the information disclosed to the investors is accurate, not misleading and adequate for their decision-making as follows:

1) The disclosure of material information, both financial and non-financial, of the Company is accurate, complete, timely, transparent and in accordance with the criteria stipulated by the SEC and the SET.

2)  The effectiveness of the disclosure process is evaluated regularly.

1.2) The Board of Directors provides a summary of the corporate governance policy, code of conduct, risk management policy and corporate social and environment responsibility policy as approved by the Board and the steps in implementing such policies, including cases of non-compliance along with the reasons, through various channels, such as the Company’s Annual Registration Statement/Annual Report (Form 56-1 One Report) and website.

1.3) The Board of Directors has arranged for the Report of the Board of Directors’ Responsibilities for Financial Statements to be presented together with the report of the independent auditor in the Annual Registration Statement/Annual Report (Form 56-1 One Report). The report covers the following subjects:

1) Compliance with generally accepted accounting principles that is suitable for the business and use of appropriate accounting policies that are consistently adopted.

2) The financial reports contain information that is accurate, complete and factual in accordance with accounting standards.

3) The Report of the Board of Directors’ Responsibilities for Financial Statements is signed by the Chairman and the Managing Director.

1.4) The Board of Directors encourages the Company to prepare a Management Discussion and Analysis (MD&A) to supplement the disclosure of each quarterly financial statement. This is done in order for investors to be informed of the information and to understand the changes that occurred to the financial position and results of operations, the significant changes in the Company, including factors and events that affect the financial position or results of operations, and not just be presented with only the figures in the financial statements.

1.5) The Board of Directors stipulates that the audit and other fees of the external auditor be disclosed in the Company’s Annual Registration Statement/Annual Report (Form 56-1 One Report).

1.6) The Board of Directors stipulates that the following information be disclosed in the Annual Registration Statement/Annual Report (Form 56-1 One Report).

1) Roles, duties and opinions from their work performance in the previous year of the Board of Directors.

2) Roles, duties and opinions from their work performance in the previous year of the sub-committees.

3) Number of meetings held and attendance record of each director in the previous year.

4) Record of training and ongoing professional education of the directors.

1.7) The Board of Directors discloses the procedures for nomination of directors, procedures for assessment of the entire Board of Directors and individually, procedures for assessment of the sub-committee, and procedures for assessment of the Chairman of the Executive Committee as well as the policy for remuneration of directors and executives that corresponds with the duties and responsibilities of each person, including the forms and manner of remuneration which the remuneration amount includes the amount of payment received by each director as a director of the Company’s subsidiary.

2. Minimum Information Disclosed on the Company’s Website

  2.1) In addition to disclosing information as specified by the regulations through The Stock Exchange of Thailand and the Annual Registration Statement/Annual Report (Form 56-1 One Report) channels, the Board of Directors deems it appropriate to regularly disclose information that is up-to-date both in Thai and English through other channels, such as the Company’s website. The minimum information on the Company’s website should at least comprise the following and must be regularly updated:

(1) Vision and mission of the Company;

(2) Nature of business of the Company;

(3) Organization chart and list of members of the Board of Directors and management team;

(4) Qualification and experience of the Company Secretary;

(5) Financial statements and reports on the financial position and results of operations for both the current and prior year;

(6) Downloadable Annual Registration Statement/Annual Report (Form 56-1 One Report);

(7) Information or other materials provided in briefings to analysts, fund managers and the media;

(8) Direct and indirect shareholding structure;

(9)Group corporate structure, detailing the subsidiaries, affiliates, joint ventures and special purpose enterprises/vehicles (SPEs/SPVs);

(10) Direct and indirect shareholding of beneficial owners holding 5 percent or more of the total paid-up shares with voting rights;

(11) Direct and indirect shareholdings of major and/or substantial shareholders, directors, and senior executives;

(12) Notice of the Annual General Meeting and Extraordinary General Meeting of Shareholders;

(13) Articles of Association, Memorandum of Association and shareholders’ agreement (if any);

(14) Policy and practices according to the principles of good corporate governance of the Company;

(15) Risk management policy and its implementation;

(16) Code of conduct of the Company’s employees and directors;

(17) Code of conduct of the investor relations officer;

(18) News of the Company and its subsidiary;

(19) Contact details of the unit or officer responsible for investor relations (e.g. name of contact person who can provide information and telephone number);

(20) Annual investor relations plan.

Chapter 5 Responsibilities of the Board of Directors

The Board of Directors is responsible for overseeing the work of the management to ensure compliance with policies, strategies, plans and budgets, as well as its responsibilities toward the Company and its shareholders.

The Company has set the guidelines regarding the responsibilities of the Board of Directors as follows:

1.Structure of the Board

1.1) The Board of Directors prescribed the structure of the Board of Directors consists of directors with various qualification in term of sex, age, education Professional experience skills and knowledge specific capabilities that benefit the Company. There should be at least one non-executive director who has experience in the core business or industry of the Company.

1.2) The Board of Directors ensures that the Board’s diversity policy and the number of years each director has served as a director of the Company are disclosed in the Annual Registration Statement/Annual Report (Form 56-1 One Report) and on the Company’s website. This includes:

1.2.1) Disclose the procedures for selection of directors that is formal and transparent and the number of years each director has served as a director of the Company are disclosed in the Annual Registration Statement/Annual Report (Form 56-1 One Report) and on the Company’s website.

1.2.2) Disclose the name, history, qualifications, experience and shareholding in the Company of the directors in order to show that the Board has the knowledge, skills, characteristics and experience that are useful to the Company in the Annual Registration Statement/Annual Report (Form 56-1 One Report) and on the Company’s website.

1.2.3) Disclose clearly in the Annual Registration Statement/Annual Report (Form 56-1 One Report) the directors representing the shareholders / non-executive directors / independent directors / executive directors.

1.3) The Board is appropriately sized and is composed of persons with sufficient characteristics knowledge, experience and skills to perform their duties efficiently. The Board is composed of at least 5 but not more than 12 directors.

1.4) The Board consists of independent directors who can independently comment on the performance of the management in the number prescribed in the notification of The Securities and Exchange Commission, Thailand.

1.5) The proportion of directors is in accordance with the director nomination process, which is mainly based on the criteria of knowledge, competency and suitability of the person to be appointed as a director rather than on the criteria on proportion of investments.

1.6) The Company takes into account the benefits to corporate management according to the director nomination process set by the Company rather than the number or proportion of independent directors.

1.7) The Board of Directors has determined the tenure of each term of office but has not set the limit on the number of consecutive terms in office.

1.8) The Board considers the qualifications of the person to be appointed as an “independent director” to ensure that the independent directors of the Company are truly independent and are appropriate for the specific nature of the Company. Their independence must at least be in accordance with the criteria set by The Securities and Exchange Commission, Thailand and The Stock Exchange of Thailand.

1.9) The continuous tenure of the independent director will be beneficial to the corporate management and business operations of the Company. In addition, the search for a competent person to serve as independent directors cannot be implemented immediately.

1.10) The Chairman of the Board and the Managing Director have different roles and responsibilities. The Board has clearly defined the roles and responsibilities of the Chairman and the Managing Director and has recruited different persons to hold the positions of Chairman and Managing Director so that neither person has unlimited power.

1.11) The Company respects the judgment of the Managing Director and senior executives of the Company not to serve as a director of other companies with the same business as or are in competition with the business of the Company or are contrary to the interests of the Company.

1.12) The Company has appointed a Company Secretary to be responsible for advising on laws and regulations of relevance to the Board of Directors and for overseeing the activities of the Board, including coordinating the compliance with the Board’s resolutions. The Board of Directors has determined the qualifications and experience of the appropriate Company Secretary who will perform the duty as the secretary of the Company. The qualifications and experience of the Company Secretary are disclosed in the Annual Registration Statement/Annual Report (Form 56-1 One Report) and on the website of the Company.

1.13) The Company Secretary has received training and continuous development in legal, accountancy, or company secretarial practices. The Company determines the qualifications and appoints a person as the Company Secretary by taking into consideration of mainly his knowledge, capability and work experience, disregarding whether such person is a permanent employee of the Company or not.

2.Sub-Committees

2.1) The Board of Directors has appointed an Audit Committee in accordance with the requirement of The Stock Exchange of Thailand with a term of office of 3 years to perform specific duties and to propose matters for consideration or acknowledgement by the Board. The Audit Committee has rights and duties as set out in the Scope of Responsibilities of the Audit Committee and has qualifications according to the criteria prescribed by the Office of The Securities and Exchange Commission, Thailand.

2.2) The Board of Directors has appointed the Corporate Governance and Risk Oversight Committee which consisting of the director from ​​supporting unit or a person with sufficient knowledge and experience to perform governance and risk responsibilities and be independent from management. The committee consists of at least 3 directors to perform the duties of monitoring, auditing, evaluating and giving advice in regards to corporate governance and risk management.

2.3) The entire the Board of Directors, except those who have conflicts of interest, performs duties for the Remuneration Committee. Duties performed are within the scope of considering the criteria for payment and forms of remuneration to the directors and presenting its opinion to the Board before presenting such remuneration to the shareholders’ meeting for approval.

2.4) The entire Board of Directors, except those who have conflicts of interest, performs duties for the Nomination Committee in order to consider the rules and procedures for the recruitment of suitable and qualified persons in line with the Company’s business strategy to be a director, including selection of people in accordance with the specified recruitment process, propose opinions to the Board of Directors to propose to the shareholders’ meeting to appoint directors. The process of recruiting the said person, the Company has been selected from the professional committee in the directory of the Thai Institute of Directors (IOD) and personnel in various fields, by considering qualifications and working experience.

3.Roles and Responsibilities of the Board

3.1) The Board’s duties and responsibilities should include the following matters:

1) The Board of Directors has the authority to approve various matters of the Company according to the scope of duties prescribed by the laws, the Articles of Association, and the resolution of the shareholders’ meeting, as well as consider and approve key matters on the Company’s operations, such as the vision and mission, strategy, financial targets, risks management,  plans, budgets, the corporate governance policy and the anti-corruption policy, including regular review and approval to be consistent with the Company’s situation.

2) Monitor and ensure efficient and effective implementation by the management of approved policies, strategies and plans.

3) Internal control and risk management, including the process for receiving and handling complaints.

4) Ensure long-term business continuity, including employee development plan and succession plan.

3.2) The Board of Directors has determined in writing a corporate governance policy for the Company as follows:

1) The Board has determined and approved a written corporate governance policy.

2) Communicate to everyone in the organization for their understanding.

3) Have method to encourage everyone in the organization to comply with the corporate governance policy.

4) Assess compliance to the corporate governance policy and review the policy at least annually.

3.3) The Board of Directors promotes the preparation of a written code of conduct so all directors, executives and employees will understand the ethical standards the Company uses in its business operations and seriously monitors compliance with the code.

3.4) The Board of Directors considers any conflict of interest thoroughly. There should be clear guidelines on the approval of transactions with possible conflicts of interest, which is chiefly for the best interests of the Company and all its shareholders. Stakeholders should not participate in the decision-making process. The Board should also monitor compliance with regulations regarding the procedures for and disclosure of information on transactions that may have conflicts of interest to ensure accuracy and completeness.

3.5) The Board of Directors ensures that internal control systems for financial reporting and compliance with regulations and policies are in place. The Board has assigned a person or a department that is independent to audit such systems and to review the main systems at least annually, as well as disclose the review results in the Annual Registration Statement/Annual Report (Form 56-1 One Report).

3.6) The Board has established a risk management policy covering the whole Company and has assigned the management to implement the policy and regularly report to the Board. The risk management system is reviewed or the effectiveness of risk management is assessed at least once a year with the results disclosed in the Annual Registration Statement/Annual Report (Form 56-1 One Report), and whenever, there is a change in risk level, which includes focusing on early warning signs and unusual transactions.

3.7) The Board of Directors or Audit Committee should provide its opinion on the adequacy of the Company’s internal controls and risk management systems in the Annual Registration Statement/Annual Report (Form 56-1 One Report).

3.8) The Board of Directors has set clear procedures for whistle-blowers or stakeholders through its website or directly to the Company or report directly to the Company. The Board has assigned the Company Secretary as the recipient and handler of complaints from the stakeholders. The procedures and channels for filing complaints are disclosed on the Company’s website and Annual Registration Statement/Annual Report (Form 56-1 One Report). The Company has mechanisms for whistle-blower protection and compensation measures in the case stakeholders receive damages from the Company’s violation of their legal rights.

3.9) The Board of Directors has mechanisms for governing its subsidiary in order to protect the benefits from its investment. The Board is responsible for determining the suitability of persons to be appointed as directors of the subsidiary company in order to ensure that its management complies with the policies of the Company and that various transactions are executed correctly according to securities and exchange laws and notifications of the SET.

3.10) The Board of Directors ensures that the management monitors and evaluates the financial position of the business and reports to the Board of Directors on a regular basis. If there is a problem, the Board of Directors and the management will work together to find a solution quickly and reasonably with regard to fairness to stakeholders, including creditors as well as follow up problem solving by having the management report the status on a regular basis and in approving any transactions or proposing opinions to the shareholders’ meeting for approval. The Board of Directors will consider that such transactions will not affect the continuity of business operations, financial liquidity or the ability to pay debts.

4.Board of Directors’ Meetings

4.1) The Company sets the schedules and agendas of the Board of Directors’ meeting in advance and notifies each director of the schedule so that all directors can manage time to attend the meetings.

4.2) The number of Board meetings should correspond with the duties and responsibilities of the Board and the nature of business of the Company.

4.3) The Chairman of the Board and the Managing Director jointly selects matters for inclusion in the agenda of the Board meeting and ensures that all important matters are included. Opportunity is provided for each director to independently propose any matter that is beneficial to the Company as an agenda item.

4.4) The meeting documents are sent to the directors at least 5 working days in advance of the meeting date.

4.5) All directors attended at least 75 percent of all Board meetings held during the year.

4.6) The Company has a policy regarding to the minimum quorum at the time that the Board of Directors will pass a resolution in the meeting of the Board that there must be at least 2 in 3 of the total number of directors.

In the event of an emergency and/or force majeure which may result in negative impacts to the business or operation of the Company and may not have at least 2 in 3 of the total number of directors to attend the meeting; then not less than half of the directors in accordance with the regulations have such authority to consider and pass a resolution for that agenda.

4.7) The Chairman allocates adequate time for the management to propose matters and enough time for all directors to discuss important problems carefully. The Chairman promotes the prudent use of discretion. All directors paid attention to all matters raised at the meeting, including those concerning corporate governance.

4.8) The Board of Directors encourages the Managing Director to invite the senior executives to attend the Board meetings to provide additional information on the problems to which they are directly related and to provide an opportunity for the Board to learn more about the senior executives for use in supporting the consideration of the succession plan.

4.9) The Board of Directors has access to additional necessary information from the Managing Director, Company Secretary or other executives assigned under the scope of the policy set. If necessary, the Board may obtain independent opinions from external consultants or practitioners at the Company’s expense.

4.10) The Board of Directors considers it a policy to provide opportunities for non-executive directors to meet among themselves as necessary to discuss various management issues of interest without participation of the management and to inform the Managing Director of the outcome of such meetings.

4.11) The minutes of the meeting consist of at least the following information and there must be a good storage system with easy data search but cannot be amended without approval of a Board meeting.

• Date, start time and end time;
• Names of the directors present and absent;
• Summary of important information on the matters proposed to the Board;
• Summary of the matters discussed and observations of the directors;
• Resolutions of the Board and opinions of the dissenting directors (if any);
• Recorder of the minutes – Secretary of the Board of Directors;
• Certifier of the minutes – Chairman.

5.Board Self-Assessment

 5.1) The Board of Directors and the sub-committees conduct self-assessment of its performance at least once a year so that the directors can collectively consider its performance and problems for further improvement by setting a benchmark for systematic comparison with its performance.

 5.2) The Board of Directors’ performance evaluation is in form of both the group and individual while the sub-committees’ evaluation is in the entire group only. Such evaluation’s criteria and procedures have been disclosed in the  Annual Registration Statement/Annual Report (Form 56-1 One Report).

 5.3) The Board of Directors assesses the performance of the Chairman of the Executive Committee or the highest ranking executive of the Company regularly every year for use in determining the remuneration. The criteria for the assessment is in accordance with the rules for the assessment specified by The Stock Exchange of Thailand.

 For the Board self-assessment process, the Company Secretary sends the evaluation form mentioned above to all directors in November and respond within 15 December of every year. After that, the Company Secretary will collect and report the results of the evaluation in comparison with the previous year to the next Board of Directors’ meeting to acknowledge and improve the work to be more effective.

 For the Board self-assessment criteria, the Company has evaluated the performance of the entire committee and evaluate the performance of individual by using the method of 5 level scoring for each topic, which are:

0 = Strongly disagree or there has been no implementation of the matter,

1 = Disagree or there has been little implementation of the matter,

2 = Agree to a limited extent or there has been initial implementation of the matter,

3 = Mostly agree or there has been progressive implementation of the matter,

4 = Strongly agree or there has been complete implementation of the matter

The evaluation topics consist of 6 main topics, which are:

1. 1. Structure and characteristics of the Board
2. 2. Roles and responsibilities of the Board
3. 3. Board meetings
4. 4. Dynamics of the performance of the Board
5. 5. Relationship with management
6. 6. Development of directors

For the assessment criteria of each sub-committee, the Company conducts performance assessments of the entire committee. The scoring method is used in the same manner as the performance evaluation of the Board and the individual performance evaluation. The assessment consists of 4 main topics, which are

1. Structure and characteristics of the sub-committee
2. Sub-committee meetings
3. Roles, duties, and responsibilities of the sub-committee
4. Reporting of the sub-committee

In addition, the Company evaluates the performance of the Chairman of the Executive Committee by consideration of the Company’s operating results and the implementation of the policies received from the Board of Directors for use in improvement. The method employed is the same as in the evaluation of the performance of the entire Board of Directors and as individuals. The evaluation consists of 3 main sections, which are:

Section 1 : Status of Achievements

Section 2 : Performance Measures

2.1 Leadership

2.2 Strategy formulation

2.3 Strategy implementation

2.4 Financial planning and financial performance

2.5 Relationships with the Board

2.6 External relations

2.7 Administration and personnel relations

2.8 Succession

2.9 Product/service knowledge

2.10 Personal characteristics

Section 3 : Development of the Chairman of the Executive Committee

6. Remuneration

 The remuneration of directors is comparable with the industry level and reflects the experience, duties, accountability and responsibilities, as well as expected contributions of each director. Directors who are assigned to more tasks and have accountability and responsibility, such as being a member of a committee, should receive additional remuneration as appropriate.

7.Board and Management Training

7.1) The Board encourages and facilitates training and educating for those involved in corporate governance of the Company, such as directors, members of the Audit Committee, Executives, Company Secretary, etc., to assist them to continuously improve their performance. Training and educating can be done internally or through the use of the services of external institutions.

7.2) The Board of Directors determines that new directors must be provided with an orientation to create knowledge and understanding of the Company’s business and the various processes, to prepare for the performance of their duties as directors. The Company Secretary shall act as coordinator on various matters, such as business and management structures, scope of authority, regulation, general business knowledge, operating procedures, etc.

7.3) The Board of Directors has established a personnel development policy for directors and executives and it has been disclosed in the Company’s Annual Registration Statement/Annual Report (Form 56-1 One Report).

7.4) The Board of Directors assigns the Managing Director to present them with the Company’s succession plan at least once a year. The Managing Director and senior executives have prepared continuous succession plans in case they cannot perform their duties.

Code of Conduct

Premier Products Public Company Limited conducts business by adhering to accuracy and fairness, in accordance with the core values ​​that the Company’s employees have always adhered to in their work, which are honesty, responsibility and commitment to work, discipline, unity, sacrifice and continuous development. Such values are considered the ethics and morality of the Company that has been continuously practiced.

In compliance with the principles of good corporate governance and as a clear guideline for the good conduct of its employees, the Company has compiled a code of conduct for use of its executives and employees as the guiding principles in conducting their work as follows:

1. Treatment of Customers

1.1 Fulfill the requirements of the customers/consumers with products and services that are of quality, standard and safe.

1.2 Provide complete and accurate information about the products and services without distorting facts.

1.3 Provide warranties of products and services with appropriate terms.

1.4 Strictly comply with terms and conditions made to customers.

1.5 Notify the customers immediately in advance in the case of inability to fulfill any agreement made with customers in order to jointly find solutions to the problem and prevent damages.

1.6 Strive to maintain production costs at a minimum whilst ensuring that the quality standard of the products and services are maintained at all times.

1.7 Organize mechanisms and customer service systems that allow customers to contact the Company easily and quickly.

1.8 Maintain customers’ sensitive information and customer information.

2.Treatment of Business Partners and Creditors

2.1 Conduct mutual business fairly without exploitation, and honor and comply with the conditions stipulated in the contracts. In the case of inability to fulfill any agreement, immediate negotiations must be made in advance with the business partner or creditor to jointly find solutions to the problem and prevent damages.

2.2 Do not solicit, accept or give any undue benefits in dealing with business partners or creditors. If there is any information regarding the bestowment of any undue benefits, consultations must be made with the business partners or creditors to mutually resolve the matter on a fair and timely basis.

3.Treatment of Business Competitors

3.1 Compete under the rules of fair competition.

3.2 Do not seek confidential information of the business competitors through dishonest or illegal means.

3.3 Do not discredit competitors through slandering or any other actions without the truth and unjustifiably.

4.Treatment of Shareholders

4.1 Perform duties with integrity and make decisions with honesty, transparency and benefit to the Company and its shareholders.

4.2 Perform duties by applying knowledge and management skills to the maximum for the benefit to the Company and its shareholders.

4.3 Supervise and manage any asset of the Company to prevent unreasonable depreciation or wrongful loss.

4.4 Report on the status and results of operations of the Company completely and accurately.

4.5 Refrain from seeking personal gains for oneself or related parties by exploiting any information of the Company that has not been disclosed to the public.

4.6 Refrain from divulging any confidential information of the Company to outsiders, especially to competitors.

4.7 Refrain from any action that might cause conflicts of interest with the Company without first notifying the Company.

5.Treatment of Society

5.1 Refrain from any actions that will damage the natural resources or the environment.

5.2 Support activities that are beneficial to communities and society as a whole.

5.3 Comply with or supervise the compliance with laws and regulations issued by regulatory agencies.

5.4 Attend to and resolve the public’s fear of any danger that may be caused by the Company’s products/services or operations.

5.5 Refrain from supporting or participating in any transactions with third parties that may harm society or the environment.

6. Code of Conduct for Employees

6.1 Perform duties with responsibility, integrity and perseverance for the progress and stability of the Company and the employees themselves.

6.2 Perform duties diligently, as well as seek ways to constantly develop and improve work efficiency.

6.3 Strictly comply with the Company’s policies and regulations.

6.4 Jointly forge and maintain unity and solidarity among employees, work together, and solve problems as an effective team.

6.5 Use the Company’s assets for the maximum benefit of the Company and ensure no damage or loss of these assets, as well as refrain from using the Company’s assets for personal benefit or the benefit of other persons.

6.6 Refrain from any action that infringes the intellectual property rights of the Company or others, including the use of pirated software in the Company.

6.7 Secure the Company’s confidential information by cautiously protecting all confidential documents and information of the Company against any leakage or usage by non-related persons that may cause damages to the Company.

6.8 Refrain from disclosing or exploiting any information that is confidential business information of the Company’s, which includes the production formula, production process, and important business information and news of the Company that must be concealed from other persons by any means whatsoever.

6.9 Provide care and assistance in maintaining work safety and good work environment.

6.10 Inform relevant agencies or the management if there is any misconduct or illegal action within the Company, including the possession or use of drugs.

6.11 Do not exploit ones’ authority or permit others to exploit their authority to wrongfully seek personal gains for oneself or for others.

6.12 Refrain from any act that causes damage to the Company’s image and reputation.

7.Treatment of Colleagues (Supervisors, Subordinates and Colleagues)

7.1 Provide assistance and support to each other for the benefit of the work and the working environment of the Company as a whole and respect the rights of other employees within the same company.

7.2 Supervisors must make themselves respectable to the subordinates, strictly comply with policies and regulations, be a role model for the subordinates and administer the subordinates with principles and reasons that are righteous.

7.3 Treat supervisors with respect and treat colleagues with kindness and good human relationship. Do not defame supervisors and colleagues without actual evidence.

7.4 Honor others by not claiming ownership of their work.

8.Code of Conduct for IR

8.1    Perform duties with honesty and integrity.

8.2    Disclose necessary information completely and equally to all relevant parties.

8.3    Provide an opportunity for all relevant parties to access and inquire about information.

8.4    Perform duties by adhering to the interests of shareholders and stakeholders.

8.5    Keep confidentiality of the Company and do not use inside information for personal benefits.

8.6    Perform duties with full utmost efficiency and professionalism.

8.7    Eligible to acquire knowledge to improve work efficiency.

8.8  Follow the guidelines for not accepting appointments during the period close to the disclosure of financial statements and the guidelines for securities trading specified by the Company.