Charter of the Board of Directors

1. Composition of the Board of Directors

1. According to the company’s regulations Board of Directors Must consist of not less than 5 directors and not less than half of the total number of directors must be residents of the Kingdom of Thailand. The company’s directors must be qualified as required by law. and company directors may or may not be shareholders of the company.
2. Board of Directors Consisting of directors who are executives Non-Executive Director and independent directors There will be at least 1 in 3 independent directors and not less than 3 people. The qualifications of independent directors are as specified by the Stock Exchange.
3. Board of Directors Select one director from all directors to be the chairman of the board. The chairman may or may not be an executive.
4. Board of Directors Select one person to act as the company secretary.

2. Scope of authority and duties of the Board of Directors

1. Perform duties in accordance with the law, criteria, regulations or announcements of Securities Commission Capital Market Supervisory Board Office of the Securities Commission Relevant stock exchanges, objectives, company regulations as well as the resolutions of the board meeting and resolutions of the shareholder meeting with responsibility Honest Be careful and protect the interests of the company. On the basis of good corporate governance principles.
2. Consider and approve the appointment of persons who have qualifications and do not have prohibited characteristics as specified in the Public Companies Act B.E. 2535 and the law on securities and exchange. Including announcements of regulations and/or regulations related to the position of director In the case that the position of director is vacant for reasons other than retirement upon completion of term.
3. Consider appointing independent directors and audit committee members. Considering the qualifications and prohibited characteristics of independent directors and audit committee members. According to the law on securities and stock exchange Including announcements, regulations and/or related regulations of the Stock Exchange. or propose to the shareholders’ meeting to consider appointing them as independent directors and audit committee members of the company.
4. Consider specifying and changing the names of directors who are authorized to sign to bind the company.
5. Appoint any other person to run the company’s business. Under the control of the committee Or may authorize such person to have authority as the committee deems appropriate. The committee may cancel, revoke, change or amend that power.
6. Arrange for the company to have a company secretary. To assist the Board of Directors in performing various tasks. To ensure that the company’s business operations comply with relevant laws and regulations.
7. Consider approving the acquisition or disposal of the company’s assets. Except in the case where the said transaction must be approved by the shareholders’ meeting. Such approval must be in accordance with the relevant announcements, rules and/or regulations of the Stock Exchange.
8. Consider and approve connected transactions. Except in the case where the said transaction must be approved by the shareholders’ meeting. Such approval must be in accordance with announcements, rules and/or regulations related to the Stock Exchange.
9. Consider approving the payment of interim dividends to shareholders. When it is seen that the company is reasonably profitable to do so. and report such dividend payment to the shareholders’ meeting at the next shareholders’ meeting.
10. Responsible for setting vision. Policy and direction of the company’s operations business strategy annual budget and supervise and supervise the management to carry out operations in accordance with the established policies. efficiently and effectively in order to maximize economic value for shareholders and sustainable growth
11. Constantly be responsible to shareholders. Operate by protecting the interests of shareholders Important information is disclosed to investors correctly and completely. There are standards and transparency.
12. Define authority and level of approval for transactions. and various operations related to the work of the company to groups or individuals as appropriate and in accordance with relevant laws by preparing a manual of operating powers and be reviewed at least once a year.
13. Arrange for preparation of balance sheet and profit and loss statement. At the end of the company’s fiscal year. and sign to certify the said financial statements to be presented to the shareholders at the annual general meeting for consideration and approval.
14. Approve the proposal to appoint an auditor. and consider the annual audit fee To present to shareholders in consideration of approving the appointment.
15. Seek professional opinions from outside organizations. If necessary in order to make appropriate decisions.
16. Report of the board’s responsibilities in preparing financial reports. It is shown along with the auditor’s report in the annual report. and covers important matters According to the policy of good conduct for directors of listed companies of the Stock Exchange.
17. Appoint and supervise the work of various sub-committees. To be in accordance with the specified charter.
18. The committee must evaluate its own performance. and evaluate overall performance
19. Evaluate the performance of directors. and senior executives
20. Ensure that the company adopts an appropriate and efficient accounting system. Including providing an internal control system. and internal audit system
21. Provide a written policy regarding corporate governance based on the principles of good governance. and effective implementation of such policies To ensure that the company is responsible to all groups of stakeholders with fairness.

3. Election of company directors and term of office

1. One shareholder has votes equal to 1 share per 1 vote
2. In the election of directors, the method of voting may be used to elect one director at a time or several at a time, as the shareholders’ meeting deems appropriate. But in each vote Shareholders must vote with all the votes they have according to item 1. Their votes cannot be divided among any person to any extent. Therefore, shareholders cannot divide their votes in the election of directors. To allow any person in accordance with Section 70, paragraph one of the Public Companies Act B.E. 2535 (1992), to vote on a non-cumulative basis. voting only)
3. Persons who receive the highest number of votes in descending order are elected as directors equal to the number of directors that should be or will be elected at that time. In the event that the persons elected in descending order have the same number of votes, exceeding the number of directors that should be or will be elected at that time, the chairman of the meeting shall have the deciding vote.
4. The Board of Directors is responsible for managing the company’s business operations. The term of office shall be in accordance with the Company’s regulations, that is, at every annual general meeting of shareholders. Allow 1/3 of the directors to retire from their positions at that time. If the number of directors cannot be divided exactly into three parts The number closest to 1/3 must be removed. Directors who have resigned from their positions may be re-elected to take up their positions again for specific committees, such as the Audit Committee. Executive Committee The Nomination and Remuneration Committee has a term of office of 3 years, where 1 year here means the period between the date of the general meeting of shareholders of the year in which the appointment is made. Until the date of the next year’s general meeting of shareholders. Directors who retire from office at the end of their term may be nominated and appointed to new positions.
5. In addition to retiring from office at the end of the term. Directors leave their positions when
   • (a) death
   • (b) resign
   • (c) Lacking qualifications or having prohibited characteristics according to the law on public limited companies. or the law on securities and exchange
   • (d) The shareholder meeting resolved to remove him before the end of his term. With a vote of not less than 3/4 of the number of shareholders who attended the meeting and had the right to vote. and have shares totaling not less than half of the number of shares held by shareholders who attended the meeting and had voting rights.
   • (e) Court orders dismissal
6. Any director wishing to resign from his position must submit a resignation letter to the company. The resignation will be effective from the date the resignation letter reaches the company. Directors who resign in accordance with the first paragraph may also notify their resignation to the registrar.
7. In the case that the position of director is vacant for reasons other than retirement at the end of the term. The committee will select a person who has the qualifications. and does not have prohibited characteristics according to the law on public limited companies or the law on securities and exchange Become a replacement director at the next meeting of the board, unless the remaining term of that director is less than 2 months. The person who becomes the replacement director will hold the position of director only for the remaining term of the director he or she replaces. To replace the resolution of the committee according to the first paragraph must consist of votes of not less than 3/4. of the number of remaining directors
8. Directors of the company who will serve as directors of other companies. Must receive approval from the Board of Directors.

4. Board of Directors Meeting

1. The board of directors must hold a meeting to acknowledge the company’s operating results at least every 3 months. At the meeting, the directors must express their opinions. and use independent judgment Directors should attend every meeting. In addition to force majeure which must be notified to the Secretary of the Board of Directors in advance. Companies must report the number of meetings of the committee in the annual report. In each committee meeting To let all committee members know in advance. The committee secretary must send meeting invitation letters to all committee members. In order to know Date, time, place and agenda It is delivered at least 7 days in advance and is the person who collects meeting documents from the directors. and management to send to the committee in advance and such documents must provide sufficient information for decision-making and independent use of discretion by the committee. The committee secretary must record the issues in the meeting. To prepare a meeting report which must have complete content. and completed within 5 days from the meeting completion date To propose to the Chairman of the Company for signature and must provide a good storage system Convenient for searching and keeping secrets.
2. Company directors who have an interest in any matter? Do not have the right to vote on that matter.
3. Voting at Board of Directors meetings. The chairman of the meeting is a committee member with voting rights and the opinions of the majority are considered important. In the event that the votes are equal, the chairman of the meeting shall cast one additional vote as the deciding vote. However, the opinions of the other directors Those who did not vote in agreement should be specified in the meeting minutes.

The Board of Directors of SiamEast Solutions Public Company Limited recognizes the importance of a good corporate governance system. Therefore, the appointment of an audit committee was considered. Consisting of an independent committee Responsible for inspecting the operations of the company, reviewing the effectiveness of internal controls to ensure that the operations of various departments It is efficient. Legal Conforms to good work practices Business administration is carried out appropriately. effective and achieve maximum efficiency The Audit Committee is also responsible for reviewing the company’s financial reports together with the auditor. To ensure that the company’s financial reports reliable Disclosure of information is complete and accurate in accordance with relevant standards and regulations, creating confidence and credibility for investors. and stakeholders that there is careful inspection and supervision of the business. Be fair, transparent and conduct business according to the principles of good corporate governance. The Board of Directors therefore deems it appropriate to establish a charter for the Audit Committee. as follows:

1. Composition of the Audit Committee

The company’s audit committee must have the following components:

1. The Audit Committee consists of company directors. that are independent of not less than 3 people
2. Audit committee members have appropriate skills and expertise according to their assigned missions. At least 1 member of the audit committee must have knowledge, understanding or experience in accounting or finance.
3. The Company’s Board of Directors shall select and appoint one member of the Audit Committee to be the Chairman of the Audit Committee.
4. Have the agency manager do an internal audit. Being the ex-officio secretary of the Audit Committee.

2. Qualifications of the Audit Committee

The Audit Committee must have the following characteristics and qualifications as independent directors:

1. Appointed by the Company’s Board of Directors
2. Have qualifications as specified in public law. Laws regarding securities and stock exchange and regulations of the Stock Exchange
3. At least 1 member of the audit committee must be knowledgeable in accounting and finance.
4. Audit committee members must be independent directors and have the qualifications to be an independent committee as follows.
5. 1. Hold shares not exceeding 1 percent of the total number of shares with voting rights of the company, parent company, subsidiary company, associated company, major shareholder. or persons with controlling authority of the company, including the shareholding of related persons of that independent director as well.
   2. Is not or has never been a director who participates in management, an employee, a staff member, or a consultant who receives a regular salary. or a controlling person of the company, parent company, subsidiary company, associated company, same level subsidiary company Major shareholders or of the controlling person of the company Unless the aforementioned characteristics have been freed from not less than 2 years before the date of submitting the application for permission to the Securities and Exchange Commission. In this regard, such prohibited characteristics This does not include cases where the independent director was a government official. or an advisor to a government agency that is a major shareholder or the controlling person of the company
   3. Not a person related by blood. or by being legally registered as parents, spouses, siblings, and children, including spouses of children, of executives, major shareholders controlling person or a person who will be nominated to be an executive or controlling person of the company or subsidiary company
   4. Do not have or have ever had a business relationship with the company, parent company, subsidiary company, associated company, major shareholder. or the controlling person of the company in a manner that may impede the exercise of one’s independent judgment Including not being or having never been a significant shareholder. or controlling persons of those who have business relationships with the company, parent company, subsidiary company, associated company, major shareholder or the controlling person of the company Unless they have been free from having the aforementioned characteristics for not less than 2 years before being appointed to the position of independent director.
   5. Not being or having been an auditor of the company, parent company, subsidiary company, associated company, major shareholder. or the controlling person of the company and not being a significant shareholder controlling person or partner of the audit firm which includes the auditors of the company, parent company, subsidiaries, associated companies, and major shareholders or a person with controlling power of the company they are affiliated with, unless they have been free from such characteristics for not less than 2 years before being appointed to the position of independent director.
   6. Not being or having ever been a professional service provider. This includes providing services as a legal advisor or financial advisor. which receives service fees in excess of 2 million baht per year from the company, parent company, subsidiaries, associated companies, major shareholders or the controlling person of the company and not being a significant shareholder controlling person or a partner of that professional service provider Unless the person has been free from the aforementioned characteristics for not less than 2 years before the date of appointment to the position of independent director.
   7. Not being a director appointed to represent the company’s directors. Major shareholders or shareholders who are related to the major shareholders
   8. Do not operate a business that has the same nature and is in significant competition with the company’s business. or subsidiary company or not being a significant partner in the partnership or being a director who participates in management, an employee, a staff member, or an advisor who receives a regular salary or holding shares exceeding 1 percent of the total number of shares with voting rights of other companies. which operates a business that has the same nature and is in significant competition with the business of the Company. or subsidiary company
   9. Do not have any other characteristics that prevent you from giving an independent opinion regarding the Company’s operations.
6. Be able to perform duties and express opinions. or independently report the performance of assigned duties without being under the control of management. or major shareholders of the company Including those involved or close relatives of such persons
7. Being trusted and generally accepted
8. Able to devote sufficient time to perform the duties of the Audit Committee

3. Scope of authority and duties of the Audit Committee

1. Review to ensure that the company has accurate financial reporting. and enough
2. Review to ensure that the company has an appropriate and effective internal control system and internal audit system. and consider the independence of the internal audit department. as well as giving approval in considering appointments and transfers Terminating the employment of the head of the internal audit department and/or hiring an internal audit company or any other agency responsible for internal audits.
3. Review the company to ensure compliance with securities and stock exchange laws. Stock Exchange Requirements and laws related to the company’s business
4. Consider, select and propose the appointment of an independent person to act as the company’s auditor. and propose the remuneration of such person to the board of directors for approval from the shareholder meeting. Including attending a meeting with the auditor without the management attending the meeting. At least 1 time per year
5. Consider connected transactions or transactions that may have conflicts of interest. To be in accordance with the law and regulations of the Stock Exchange in order to ensure that the said transaction is reasonable. and is the most beneficial to the company.
6. Prepare the audit committee report and disclose it in the company’s annual report. This report must be signed by the Chairman of the Audit Committee. and must contain at least the following information
7. 1. Opinions about the accuracy, completeness, and reliability of the company’s financial reports
   2. Opinions about the adequacy of the company’s internal control system
   3. Opinions on compliance with securities laws. and the stock exchange Stock Exchange Requirements or laws related to the company’s business
   4. Opinion on the suitability of the auditor
   5. Opinions about items that may have conflicts of interest
   6. Number of audit committee meetings. and attendance of meetings of each audit committee member
   7. Overall opinions or observations received by the Audit Committee from performing their duties according to the charter. (Charter)
   8. Other items that shareholders and general investors should know. Under the scope of duties and responsibilities assigned by the Board of Directors.
8. In performing the duties of the Audit Committee If you find or have doubts that there is an item or the following actions which may have a significant impact on the financial position and operating results of the Company: The Audit Committee shall report to the Board of Directors in order to make improvements within the time period that the Audit Committee deems appropriate.
   1. Items that cause conflicts of interest
   2. Corruption or abnormalities or significant defects in the internal control system
   3. Violation of the Securities and Exchange Act. Stock Exchange Requirements or laws related to the company’s business
9. If the Board of Directors or the management does not take action to make improvements within the above period. Any member of the audit committee may report that there are or the above actions to the Securities and Exchange Commission or the stock exchange
10. Other operations as assigned by the Company’s Board of Directors with the approval of the Audit Committee
11. Review regulations and performance results in the past year at least once a year

4. Term of office

The term of office of the Audit Committee is as follows:

1. The Audit Committee shall hold office for a term of 3 years, where 1 year here means the period between the date of the general meeting of shareholders of the year in which they are appointed. Until the date of the next year’s general meeting of shareholders. and the Audit Committee who vacate their positions upon the expiration of their terms. May be nominated and appointed to a new position.
2. In addition to retiring from office according to the term mentioned above. The Audit Committee members leave their positions when
3. • (a) death
   • (b) resign
   • (c) Lack of qualifications to be an audit committee member according to this charter. or according to the regulations of the Stock Exchange
   • (d) Termination from serving as a director of the company
4. Any audit committee member who wishes to resign from his position must submit a resignation letter to the Chairman of the Board of Directors. This should be notified in writing at least 1 month in advance along with reasons and be given to the Board of Directors for approval. The company will notify the resignation along with a copy of the resignation letter to the Stock Exchange in the event that the entire audit committee leaves their positions. The Audit Committee who vacates office must remain in office to continue operations until a new Audit Committee assumes duties.
5. In the case that the position of the Audit Committee is vacant for reasons other than retirement at the end of the term. The Board of Directors shall appoint a person with complete qualifications to be a member of the Audit Committee within 90 days so that the number of Audit Committee Members will be as determined by the Board of Directors. The person who becomes a replacement member of the Audit Committee can hold office only for the remaining term of the Audit Committee member he or she replaces.

5. Audit Committee Meeting

Audit Committee meetings are as follows:

1. Have a meeting of the audit committee. To consider the financial statements Report on internal audit results and other matters At least 4 times a year by requiring a meeting to be called at least 3 days before the Board of Directors’ meeting or having the Chairman of the Audit Committee call a special meeting. to consider other urgent matters You can do as you see fit.
2. The Audit Committee has an interest in which matter? Do not have the right to vote on that matter.
3. Voting at the Audit Committee meeting shall be based on the opinion of the majority. In the event that the votes are equal, the chairman of the meeting shall cast one additional vote as the deciding vote. However, the opinions of the other audit committee members who did not vote in agreement shall be presented as opposing opinions to the Board of Directors.</li >
4. The Chairman of the Audit Committee is to report the results of the meeting to the next meeting of the Board of Directors for information every time.
5. The secretary of the audit committee or a designated person will record the meeting minutes.
6. In the audit committee meeting There must be at least a member of the Audit Committee present at the meeting. 1/2 of all audit committee members will form a quorum.
7. The Audit Committee can request any information they need or request the company directors. Company officials or the auditor participates in the audit committee meeting as appropriate. The person requested by the Audit Committee to attend the meeting must be a related person. or take responsibility for the agenda considered at the meeting.

6. Reporting of the Audit Committee

1. The Audit Committee shall report its performance to the Board of Directors. In the meeting of the Board of Directors
2. In performing the duties of the Audit Committee, if it is found or suspected that there are the following items or actions: This may have a significant impact on the financial position and operating results of the Company. The Audit Committee shall report to the Company’s Board of Directors in order to make improvements within the time period that the Audit Committee deems appropriate.
3. 1. List of conflicts of interest
   2. Corruption or there is something wrong or there is a significant defect in the internal control system.
   3. Breaking the law. or any requirements of the stock exchange and other related laws
4. If the Audit Committee reports to the Board of Directors things that have a significant impact on the financial position and operating results. And there has been a discussion with the Board of Directors and executives that improvements must be made. When the mutually designated time expires If the audit committee finds that such corrective action has been neglected without reasonable reason. Any member of the audit committee may report such findings directly to the Securities and Exchange Commission. and the Stock Exchange or Stock Exchange

7. Reporting of listed companies to the stock exchange

1. Appointment of the Audit Committee.
   1. Report of resolutions of the Board of Directors’ meeting. Regarding the appointment of the audit committee Ready to submit a form informing the names and scope of the audit committee in accordance with the regulations of the Stock Exchange.
   2. Submit the certificate and history of the audit committee member. Along with reporting the resolution of appointing the Audit Committee to the Stock Exchange within 3 days from the date the Board of Directors resolved to appoint the Audit Committee.
2. Change of Audit Committee Members
   1. Report of resolutions of the Board of Directors’ meeting. Regarding the change of members of the audit committee to the stock exchange According to the regulations of the Stock Exchange
   2. Submit the certificate and history of the audit committee member. For the newly appointed Audit Committee With a report on the resolution of the appointment of the Audit Committee.
3. Report on the resolution of the Board of Directors’ meeting regarding changes in duties. and scope of work of the Audit Committee to the Stock Exchange According to the regulations of the Stock Exchange, within 3 days from the date of the resolution of the Board of Directors regarding such changes.

Charter of the Executive Committee

1. Composition of the Executive Committee

2. Qualifications of executive directors

1. Appointed by the Board of Directors
2. Knowledge, ability, honesty Have ethics in conducting business and have sufficient time to dedicate knowledge, abilities, and perform duties for the company
3. Qualified and do not have prohibited characteristics according to the law on public limited companies. and other related laws
4. Unable to operate a business as a partnership. or becoming a director in another juristic person with the same status and is in competition with the Company’s business Whether it is for your own benefit or the benefit of others. unless the shareholder meeting is informed before the appointment resolution is passed.

3. Scope, powers, and duties of the Risk Management Committee

1. Presenting goals, policies, business plans, including business operations strategies. and the company’s annual budget business expansion Setting a financial plan Human resource management policy As well as considering and screening the management’s proposals to present to the Board of Directors for further consideration and approval.
2. Supervise the business operations of the company. and follow up on the company’s operations to ensure they are in accordance with the policies, plans, and goals set forth. and the budget approved by the Board of Directors
3. Consider and approve operations that are normal business transactions as well as operations that support the normal business of the company. which has general commercial conditions in an amount not exceeding the budget approved by the Board of Directors or as the Board of Directors has approved in principle, subject to the rules of the Office of the Securities and Exchange Commission. including the stock exchange Concerning related transactions and the list of acquisitions and disposals of assets Including a manual on authority to act which has been approved by the Board of Directors. The Executive Committee has the authority to consider and approve expenses in an amount not exceeding. One hundred million baht
4. Consider the profit and loss of the company. and the proposal of interim dividend payment to be submitted to the Board of Directors for approval.
5. Consider the annual dividend payment proposal for the Board of Directors’ approval before presenting it to the shareholders’ meeting.
6. Power to grant authority to any other person. or several people operating in one way or another It is under the control of the Executive Committee. or may give power of attorney to such person Have authority as the Executive Committee deems appropriate. and within the time period that the Executive Committee deems appropriate The Executive Committee may cancel, revoke, change or amend the authorized persons. or delegation of authority as deemed appropriate. In this regard, the delegation of powers, duties and responsibilities of the Executive Committee is Must not be in the nature of delegation of authority. or sub-delegate authority that allows the person authorized by the executive committee to approve the items that he or she or persons who may have conflicts (According to the definition announced by the Capital Market Supervisory Board and/or the stock exchange and/or relevant agencies specified) have a vested interest or there may be other conflicts of interest with the company and/or related companies The Executive Committee does not have the authority to approve the implementation of such matters. Such matters must be submitted to the Board of Directors’ meeting. and/or shareholder meeting (depending on the case) for further approval The exception is approval of transactions that are in accordance with normal business and normal trading conditions in accordance with the announcement of the Capital Market Supervisory Board. and/or the stock exchange and/or relevant agencies determine
7. Perform other duties As assigned by the Board of Directors from time to time.

4. Term of office

5. Executive Committee Meeting

6. Reporting on the performance of the Executive Committee

Nomination and Remuneration Committee Charter

1. Components of the Nomination and Remuneration Committee

1. Consisting mostly of independent directors and the chairman of the compensation committee should be an independent director. For transparency and independence in performing duties.
2. Compensation committee members other than 1.1 should be non-executive directors. (Non-executive Director) to be able to have time to perform duties If it is necessary to have an executive director on the remuneration committee, it should be a small portion of the total number of directors. Such executive directors should not participate in considering the remuneration of the managing director.
3. The chairman of the board of directors should not be the chairman. or members of the Compensation Committee so that the performance of the Compensation Committee is truly independent.

2. Qualifications of the Nomination and Remuneration Committee

1. Appointed by the Board of Directors
2. Have knowledge, experience, and expertise in the company’s business, legal matters, and other areas.
3. Have maturity and stability Dare to express different opinions and is independent.
4. Able to devote time to performing duties

3. Scope of authority and duties of the Nomination and Remuneration Committee

1. Determine methods for selecting suitable persons to serve as directors. and sub-committees to suit the nature and business operations of the organization. By specifying properties and knowledge and expertise in each area that you want to have.
2. Recruitment of directors When it is time to propose the names of directors to the Board of Directors for consideration. The selection may consider the existing directors to continue in the position. or open for nominations from shareholders or using outside companies to help recruit or consider people from the professional directory or having each director nominate an appropriate person, etc.
3. Consider the list of nominated persons and select persons whose qualifications correspond to the specified qualification criteria.
4. Check that the person to be nominated has the qualifications in accordance with the laws and requirements of the relevant agencies.
5. Proceed to approach individuals who have qualifications consistent with the specified qualification criteria. This is to ensure that the said person is willing to take up the position of director of the company. If appointed by shareholders
6. Suggest names to the board for consideration and inclusion in the shareholder meeting notice. for the shareholder meeting to consider appointing.
7. Consider recruiting the Chief Executive Officer and Managing Director. As assigned by the Board of Directors

1. Consider the criteria for remuneration of directors. Subcommittee, Chief Executive Officer and Managing Director in order to be appropriate By reviewing the appropriateness of the criteria currently used. Compare with compensation data of other companies in the same industry as the company. and set appropriate criteria to produce results as expected To be fair and as a reward to those who help the company’s work be successful.
2. Review all types of compensation models. such as regular compensation Compensation based on performance and meeting allowance Taking into account the practices used by the same industry Performance and size of the company’s business and the responsibilities, knowledge, abilities, and experience of the directors, chief executive officer, and managing director that the company requires.
3. Consider the criteria for evaluating the performance of the Chief Executive Officer and Managing Director. As assigned by the Board of Directors
4. Determine the annual remuneration of the Chief Executive Officer and Managing Director. According to the payment criteria has been considered. and present it to the Board of Directors to approve the remuneration of the Chief Executive Officer and Managing Director. Director’s part The Board of Directors will present it to the shareholder meeting for approval.
5. Consider suitability and give approval. In the case where new securities are offered to directors and employees By adhering to the principle of being fair to shareholders. and create incentives for directors and employees to perform their duties in order to create added value for shareholders in the long term and be able to truly retain quality personnel.

4. Term of office

5. Nomination and Remuneration Committee Meeting

6. Reporting on the performance of the Nomination and Remuneration Committee

Charter of the Risk Management and Sustainability Development Committee

1. Objective

Risk Management and Sustainability Development Committee Appointed to support the operations of the Board of Directors of SiamEast Solutions Public Company Limited (the “Company”), which recognizes the importance of conducting business along with being responsible for society and the environment. and guidelines regarding risk management and sustainability development committee members Responsible for considering and setting economic, social and environmental policies. This leads to a transparent and fair organizational management system to build confidence among stakeholders. Follow the clear guidelines for risk management and sustainability development committee members. Personnel in the organization From the level of directors, executives, and employees, they are involved in bringing the business forward. and increases value and promotes the company’s competitiveness. to grow sustainably

2. Composition, appointment, and qualifications of the Risk Management and Sustainability Development Committee

2.1 Risk Management and Sustainability Development Committee Consisting of the company’s directors The Board of Directors will consider and appoint at least 3 people to perform duties. 2.2 Risk Management and Sustainability Development Committee members must have good knowledge and understanding of risk management and sustainable development. and can devote time to perform duties efficiently 2.3 Able to perform duties and express opinions Including reports on performance according to duties. that can be assigned independently and can use discretion in performing duties as assigned with independence and fairness 2.4 There is a guideline for following up on changes in risk management and development for sustainability at the level. continuously to bring about the development of the company’s policies and operations efficiently

3. Term of office

In the case where the Risk Management and Sustainability Development Committee is a company director. The Risk Management and Sustainability Development Committee members shall have a rotating term of office. Term of being a company director By the Risk Management and Sustainability Development Committee Those who retire from office upon the expiration of their term may be reappointed as necessary and appropriate. In addition to retiring from office at the end of their term, the Risk Management and Sustainability Development Committee members will leave their position when.

o dead o Resign o Resign from the position of director of the company o The Board of Directors resolved to remove him from his position.

In the event that the position of the Risk Management and Sustainability Development Committee is vacant. The remaining Risk Management and Sustainability Development Committee members will continue to perform their duties for the time being. and have the Board of Directors appoint Risk Management and Sustainability Development Committee members to fill vacant positions within the next Board meeting. Except in the case of necessity that prevents the appointment in time.

4. Powers, duties and responsibilities

4.1 Set important principles and practices regarding risk management and development for sustainability. suitable for the company 4.2 Enhance knowledge and understanding about risk management and development for sustainability for the Company’s Board of Directors, executives, and employees, and encourage the Company’s operations to be consistent with important principles and practices regarding risk management and sustainability. Sustainable 4.3 Prepare and review business ethics and policies regarding risk management and development for sustainability. with reference to good practices International practices, laws and regulations of government agencies and organizations that oversee the company 4.4 Report on the progress and performance of the company regarding compliance with business ethics. Policies and recommendations for improvement regarding risk management and development for sustainability. 4.5 Evaluate the performance of the Risk Management and Development Committee for Sustainability and report the evaluation results to the Board of Directors at least once a year. 4.6 Perform other duties as assigned by the Board of Directors.

5. Meeting

5.1 Have a meeting of the Risk Management Committee and Development for Sustainability. At least once a quarter or as appropriate. In this regard, it is specified that there will be no less than half of the directors attending each meeting in the Risk Management and Sustainability Development Committee. Therefore it will be considered a quorum. 5.2 In the event that the Chairman of the Risk Management and Sustainability Development Committee is unable to perform his duties. Chairman of the meeting The Chairman of the Risk Management and Sustainability Development Committee will assign one of the committee members. or the committee members at the meeting select any committee member to act as chairman of the meeting instead. 5.3 Secretary to the Risk Management Committee and Sustainability Development They are responsible for preparing for meetings. Including sending the meeting invitation letter and meeting documents to all Risk and Sustainability Development Management Committee members at least 7 days in advance of the meeting. Except in cases of urgent necessity The meeting can be notified by other means and the meeting date can be set earlier than that. 5.4 The resolution of the meeting is to use a majority vote as the criterion for voting by the committee. Let every director have 1 vote each and use the majority vote as the criterion. In the case of the same number of votes, the chairman of the meeting shall cast one additional vote as a measure of inadequacy. The secretary of the Risk and Sustainability Development Management Committee has no voting rights.

6. Reporting

Chairman of the Risk Management and Sustainability Development Committee or Secretary of the Risk and Sustainability Development Management Committee Person assigned to prepare meeting minutes and report a summary of performance results to the Board of Directors

Charter of Chief Executive Officer

1. Supervising the overall operations of the company in accordance with the objectives of the company’s business operations and as assigned by the board of directors
2. Determine strategies and business plans to present to the Board of Directors and operate to achieve goals according to the strategies and business plans approved by the Board of Directors.
3. Carry out and carry out missions assigned by the board of directors and according to the policies of the board of directors
4. Order to issue regulations and announcements to ensure operations are in accordance with policy.
5. Approve and/or authorize the execution of legal acts to bind the Company for normal transactions of the Company, including transactions for which the Chief Executive Officer has been authorized by the Board of Directors to act on his behalf. Including any transactions that do not directly bind the company’s assets.
6. Coordinate with executives and employees to follow business policies and directions received from the Board of Directors.
7. Seeking new business and investment opportunities. related to the main business of the company and its subsidiaries in order to increase income for the company.
8. Consider using the company’s rights and assets to create any obligations with individuals, companies, stores, or financial institutions to present to the board for approval.
9. Consider and approve the payment of normal operating expenses in the amount as approved and assigned by the Board of Directors
10. Consider and approve investments in instruments and securities for the company’s account in the amount as approved and assigned by the Board of Directors
11. Approve in principle investments in business expansion as well as joint ventures with other business operators and present to the Board of Directors for approval at the next meeting.
12. Approve the expenditure of important investments that have been specified in the budget for the year or that the Board of Directors has previously approved in principle.
13. Supervise the work of employees in accordance with various policies and regulations, including operating with the principles of good governance in doing business.
14. Promote the development of knowledge, abilities and potential of employees to increase the potential of the organization.
15. Consider appointing various consultants necessary for the company’s operations.
16. Consider and approve connected transactions that are normal trade terms, such as buying and selling goods at market prices, charging service fees at normal fee rates, and providing credit terms like normal customers, etc., under the policy approved by The Board of Directors as specified in the authority manual.
17. Have authority to hire, appoint, and transfer people as you see fit. as well as specifying the scope of authority and duties and appropriate returns and have the power to dismiss to be removed as appropriate of employees at various levels As specified in the authority manual.
18. Carry out other tasks as assigned by the Board of Directors on a case-by-case basis. The Chief Executive Officer has no authority to approve matters or connected transactions that are not normal commercial conditions, acquisition and disposal of assets. Important matters of the company and/or items in which the Chief Executive Officer or person who may have a conflict of interest or there is a conflict of interest in any other manner that will occur with the company and its subsidiaries, except for transactions that are normal commercial conditions for which policies and criteria have been established and transactions that comply with the policies and criteria have been approved. that the Board of Directors has considered and approved and has asked for approval from shareholders on related transactions and the acquisition or disposal of important assets of the Company or its subsidiaries in order to comply with the regulations of the Stock Exchange of Thailand Such matters

Charter of the Managing Committee

1. Control business operations. Plan operational strategies and manage the daily operations of the company
2. Judge on important matters of the company, determine the mission, objectives, guidelines, and policies of the company. Including controlling management in various lines of work.
3. He has authority to command, contact, give orders, as well as sign legal contracts, documents, orders, and any notifications. As specified in the authority manual.
4. Have authority to hire, appoint, and transfer people as you see fit. as well as specifying the scope of authority and duties and appropriate returns and have the power to dismiss to be removed as appropriate of employees at various levels As specified in the authority manual.
5. Power to determine trade conditions. For the benefit of the company as specified in the authority manual.
6. Consider investing in a new business. or termination of business To present to the Board of Directors
7. Approve and appoint various consultants. necessary for operations
8. Carry out any actions as assigned by the Board of Directors

Charter of Company Secretary

1. Scope of authority and duties of the company secretary

2. Principles of work of the company secretary

3. In the event that the company secretary leaves his position or unable to perform their duties

4.Regulations for transactions of directors, executives and related persons

Important policies and monitoring to ensure compliance

1. Policy on internal control and internal audit

1. The company’s rules, policies, and work procedures have been followed. and related laws
2. The assets of the company actually exist. and has been well controlled, stored, and maintained.
3. Company operations It is efficient. Including the use of resources economically.
4. Objective Company strategy It has been achieved and implemented effectively.

2. Risk management policy

1. Determining policies and criteria for risk management. It determines policy, objectives, scope, and responsibilities. Criteria and guidelines for risk management in line with business strategies, goals, plans, and directions. which the company will review annually and will be prepared simultaneously with the business plan to ensure consistency.
2. Identification of risks. Identifies risks that may affect the achievement of objectives and goals. By considering risks arising from internal and external factors. For example, from the environment, law, finance, information systems, information systems for decision making. Investor satisfaction Investment management Human resources reputation and image security systems, etc. The company will manage risks by considering risk rankings before considering control systems. If the criteria are high and very high, the company will analyze those risks for use in management first.
3. Risk analysis It is an analysis to assess the level of risk remaining after assessment. existing control system and prioritizing risks If the remaining risks remain high or very high, Risk management measures must be established immediately. by responsible senior executives and if the remaining risks are moderate or low Set management measures at the department level or make changes in the operational process.
4. Risk management It determines how to create a plan to manage important risks. as has been sequenced in the risk analysis process There are many ways to manage risk, such as control, risk transfer. risk avoidance Taking advantage of risks or acceptance of risk
5. Follow-up and review It is the process of following up on the results of risk management according to the established plan. Including evaluating risk management results The Risk Management Committee will monitor and report to senior management and the Audit Committee.

3. Information disclosure policy

4. Accounting and financial policy

1. Accuracy of recording of transactions. Recording all business transactions of the company. Must be correct and complete and can be verified There are no limitations or exemptions for recording actual transactions. according to accepted accounting standards and according to relevant laws There are complete and appropriate supporting documents for business transactions.
2. Accounting and financial transactions All types of accounting and financial transactions of the company. Must be accurate and clear. There is enough important information. Including the disclosure of important information appropriately. according to generally accepted standards and in accordance with the company’s financial and accounting regulations. Every employee must be aware of the accuracy of accounting entries. And the company’s finances are the joint responsibility of the board of directors, executives, and employees who are responsible for business transactions at various levels.

5. Legal Compliance Policy

6. Information Technology Policy

1. Introduce information technology systems into use in every aspect of work along with developing the company’s personnel. To have modern knowledge and abilities.
2. Employees must use information technology systems to promote the company’s business. Must not act for personal gain. or violate ethics and good morals
3. Information recorded through and disseminated through information technology systems is the responsibility of the owner of that information. That must be taken care of to prevent illegal activities. or infringe upon third parties.
4. Use legal software. and is standard
5. Using information technology systems. Must receive approval and comply with established regulations.
6. Data owners must protect information technology systems. and their own important business information from outside access or theft and subversion. To ensure that the company’s business will continue to operate.
7. The person responsible for the overall information technology system. Those assigned by the company are responsible for determining measures to control and protect information technology systems to ensure stability and safety. Including having to follow up to ensure that all personnel strictly comply with the regulations.

7. Monitoring and ensuring compliance