Charter Of The Committee
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ENERGY ABSOLUTE PUBLIC COMPANY LIMITED
CHARTER OF THE BOARD OF DIRECTORS Objectives The Board of Directors has a significant role in determining the directions, policies, strategy of operating the Company's business for the utmost benefit of shareholders and stakeholders, and supervising and monitoring to ensure that the operation complies with determining policies and strategies. In addition, the Board of Directors also has the authority and responsibility as stipulated by the law, objectives, the Articles of Association, the resolutions of the Board of Directors’ Meeting as well as the resolutions of the shareholders’ Meeting by applying the SET CG Principle and Corporate Governance Code of listed company 2017 to suit the Company. Composition of the Board of Directors (1) The Board of Directors shall have at least 5 directors but not more than 15 directors, with at least half of the total number of directors to be resident in Thailand1 . The Board of Directors consists of at least one-third of the total number of independent directors and/or at least 3 directors . 2 (2) The Chairman and Chief Executive Officer shall not be the same person so that the roles are divided and have checks and balances on its operation. Qualification
1 The Company’s Articles of Association, Clause 16. stipulates that the Company must, for the operation of its business, have a board of directors consisting of at least five (5) directors, and not more than fifteen (15) directors, provided that not less than one half of the total number of directors must have a residence in the Kingdom. The Public Limited Companies Act, B.E. 2535 (1992), Section 67 determines that “A company must, for the operation of its business, have a board of directors consisting of at least five directors, provided that not less than one half of the total number of directors must have a residence in the Kingdom.” . 2 Notification of Capital Market Supervisory Board No. Tor.Jor. 39/2559 (revoked No. Tor.Jor. 28/2551), Clause 17. stipulates that the structure of the board of directors and the management of the applicant shall be in accordance with the following regulations: (1) at least one third of the board size shall be independent directors, and in any cases, the number shall not be fewer than three. 3 Notification of Capital Market Supervisory Board No. Tor.Jor. 39/2559 (revoked No. Tor.Jor. 28/2551), Clause 17 (2) stipulates that each independent director shall have the characteristics in accordance with the following regulations; (a) holding no more than one percent of the total voting shares of the applicant, parent company, subsidiary, associate company, major shareholder or controlling person of the applicant, including shares held by the connected persons of such independent director. 4 Executive director means a director holding an executive position, a director responsible for any action deemed to be taken by an executive, and shall include a director authorized to bind a company unless it can be demonstrated that it is a joint authorization with other directors for a transaction that has been approved by the board of directors. 5 Notification of the Securities and Exchange Commission No. Kor Jor. 17/2551 Re: Determination of Definitions in Notifications relating to Issuance and Offer for Sale of Securities, definition under Clause 2 (12) stipulates that “same level subsidiary company” means two or more subsidiary companies under the same parent company regardless of being in which level. 6 Notification of the Capital Market Supervisory Board No. Tor Jor. 39/2559 Re: Application for Approval and Granting of Approval for Offering of Newly Issued Shares, Clause (2)(d) stipulated that the business relationship shall include normal business transactions, rental or lease of real estate, transactions related to assets or services or granting or receipt of financial assistance through receiving or extending loan, guarantee, providing assets as collateral, and any other similar actions, more than twenty million Baht or more than three percent of the net tangible assets of the applicant or, whichever amount is lower. In this regard, the calculation of such indebtedness shall be in accordance with the method for calculating the value of related party transactions under the Notification of the Capital Market Supervisory Board Re: Rules on Execution of Related Party Transactions, mutatis mutandis. In any case, the consideration of such indebtedness shall include the indebtedness incurred during the period of one year to the date of transaction. (8) not undertaking any business of the same nature and in significant competition with the business of the Company or its subsidiary, or not being a significant partner in a partnership or executive director, employee, staff, advisor earning a regular monthly salary, or holding more than one percent of the voting shares of another company that undertakes a business of the same nature and in significant competition with the business of the Company or its subsidiary; (9) not having any other characteristics that cause the inability to express independent opinions on the business operation of the Company. Appointment, Term of office and Retired from Director 1. The appointment of the Company’s Director The appointment of directors shall be in accordance with the Company’s Articles of Association and the requirements of the relevant laws. In this regard, it will be clear and transparent in nominating the directors through the nomination process of the Nomination Committee, including the appropriate persons proposed to be selected as directors by minority shareholders according to the criteria specified by the Company. The appointment of directors must be determined by a variety of qualifications including gender, age, educational background and professional experience, as well as specific features related to business, industry, management skills, finance, accounting, law and corporate governance, to provide sufficient details for making decisions of the Board of Directors and/or shareholders. The directors will be selected by the Meeting of Shareholders with the criteria and guidelines as follows:้ (1) The shareholder is entitled to one vote per share. (2) Each shareholder can use all available votes according to (1) the election of an individual or multiple directors. In the case of selecting multiple persons as directors, the shareholder cannot split his/her votes to any directors. (3) The person who receives the highest number of votes in descending order shall be elected as directors equal to the number of directors to have or to be elected at that time. In the event that the persons elected in descending order have equal votes exceeding the number of directors to have or to be elected at that time, the Chairman shall have the casting vote. In case of a vacancy in the Board of Directors resulting from the reason other than retire by rotation, the Board of Directors shall select a person qualified and not prohibited from being a director under the law relating to a public limited company as a director in replacement thereof for the next meeting, provided that the remaining term of such director shall not be less than 2 months, unless the person selected and appointed as a director shall retain only for the remaining term of office of the director for whom replaced. Resolution of the Board of Directors shall be passed with a vote of not less than three-fourth of the remaining directors. Term of office and Vacating office In every Annual General Meeting, one-third of directors shall be retired. If the number of directors cannot be divided exactly into three parts, directors in a number closest to one-third shall be retired. However, the retired directors shall be eligible for re-election. In addition to vacating office at the expiration of the term, a director vacates office upon: (1) death; (2) resignation; (3) being disqualified or being under any of the prohibitions under the Public Limited Companies Act or the Securities and Exchange Act; (4) being removed by a resolution of a meeting of shareholders; (5) being removed by an order of the Court. The Board of Directors’ Meeting (1) The Board of Directors’ Meeting shall be held at least every three (3) months where the Meeting date may be scheduled in advance throughout the year and special agenda may be arranged as necessary. (2) At the Board of Directors’ Meeting, it is required at least half (2) of the total number of directors to constitute a quorum. (3) In summoning a meeting of the board of directors, the chairman of the board or the person entrusted shall send a written notice summoning a meeting to directors not less than seven (7) days prior to the date of the meeting except that, in the case of necessity or urgency for the purpose of protecting rights or benefits of the Company, a summons of a meeting may be notified by other means and an earlier date of the meeting may be fixed. (4) The Chairman of the Board of Directors should allocate sufficient time for directors to discuss each important issue. (5) The Non-Executive Directors Meeting will be held at least once a year, without executive or management directors attend the meeting, to provide opportunities to discuss issues related to the Company's business operations or matters of interest. The meeting will be reported to the Chairman of the Executive Committee to acknowledge the results of the meeting. Duties and Responsibilities (1) To perform duties in accordance with the law, the Company’s objectives and regulations including the resolution of the shareholders meeting with honest (duty of loyalty), be careful (duty of care), respect to the Company’s regulations regularly (duty of obedience) and disclose information to shareholders accurately, transparently, with responsibility (accountability) and operate in equal interests of all shareholders. (2) To formulate the Company’s vision, strategy, policy and direction of operations and supervise the management of operations in accordance with the policies set out effectively and efficiently, to maximize value for the Company and its shareholders stably and sustainably. 3) To determine the policies and supervise the Company to have an effective anti-corruption system and to ensure that the management recognizes and values anti-corruption and cultivates it as a corporate culture. (4) The Board of Directors is responsible for considering the significant matters such as business policies and plans, large investment projects, business trading, administrative authority, and any other items required by law. (5) The Board of Directors is responsible for evaluating the performance and determining the remuneration of the management. (6) The Board of Directors is responsible for the management’s performance and performance to be intentional and careful in its operations. (7) The Board of Directors is responsible for the provision of accounting systems to ensure a process for assessing the appropriateness of internal controls and effective internal audits, risk management, financial reporting and the follow-up. (8) The Board of Directors is responsible for preventing conflicts of interest between the Company's stakeholders. (9) The Board of Directors is responsible for reporting the responsibilities of the Board of Directors to the financial reports. It is displayed on the auditor's report in the annual report and covers significant matters in accordance with the good practice policy for directors of listed companies of the Stock Exchange of Thailand. (10) To provide the disclosure to all shareholders, investors and stakeholders with accurate, standardized, transparent on time. (11) To provide effective internal control and internal audit systems. (12) To provide effective risk management processes and follow-up regularly. (13) To provide and supervise the implementation of good corporate governance principles and follow-up regularly. (14) To arrange for the Company Secretary to assist in overseeing the activities of the Board of Directors and helping the Board of Directors and the Company to comply with the relevant laws and regulations. (15) To establish the code of conduct of directors, executives and employees to meet the standards of operation within the Company. (16) Independent directors should exercise their discretion independently in determining the strategy, management, use of resources, the appointment of directors and standard of conduct as well as being ready to oppose the actions of management or other directors in the event of a conflict of opinion on matters affecting the equality of all shareholders. (17) The Board of Directors can seek professional opinions related to business operations by hiring the external consultants at the expense of the Company. (18) In this connection, the Board of Directors may assign one or more directors or any other person to perform any actions on behalf of the Board of Directors, but the aforesaid delegation shall not be characterized by authorization or sub-authorization that allows the Board of Directors or the attorney from the Board of Directors can approve the transaction where they or anyone may have conflict or any conflict of interest or conflict of interest of the Company or its subsidiaries (if any), unless it is a resolution of the transaction in accordance with the policy and criteria approved by the shareholders’ meeting. Roles and Responsibilities of the Chairman (1) The Chairman of the Board of Directors is responsible for overseeing the use of management's strategic policies and practices as well as advising and supporting the management’s business operations, but not participating in the Company's regular management. (2) The Chairman of the Board of Directors serves as chairman of the Board of Directors’ meetings and shareholders' meetings and encourages all directors to participate in the meetings, as well as ensure that the Board of Directors and Shareholders' meetings are conducted effectively. (3) To be responsible for the leadership of the Board of Directors in supervising, monitoring, overseeing the administration of the Executive Committee and other subcommittees to achieve the objectives as planned. (4) To act a the chairman of the Board of Directors’ and the shareholders’ meeting. (5) In the event of a tie vote, the chairman of the Board of Directors’ meeting shall have a casting vote. The Approval Authorization of the Board of Directors (1) To approve on improvement of vision, mission and policy of the Company. (2) To approve on short-term and long-term strategic plans as well as action plans, budgets, and annual manpower rates prepared in accordance with the strategic plan (3) To approve on the useful work for the Company, shareholders and stakeholders; and monitor the performance of the management as well as jointly consider the appropriate solution. (4) To approve on the Charter of sub-committee (5) To approve on the Company Organization Structure (6) To elect and appoint the Board of Directors in case of resignation from being director during the year. (7) To approve on the investment of business expansion and joint venture. (8) To approve, remove and change member of the sub-committees (9) To approve on the interim dividend payment (10) To approve on the remuneration adjustments for Chief Executive Officer (11) To approve on the succession plans for Chief Executive Officer and Senior Management Officer (12) To approve on accounting policies, additional investments, write-offs or amortization of the Company’s assets. (13) To appoint the Company Secretary. (14) To endorse on various issues prior to proposing to the shareholders’ meeting for approval. Details are as follows:้
Self-evaluation of the Board of Directors' performance The Board of Directors conducts the self-assessments on the performance of both faculty and individual committees annually. To review performance, problems, obstacles in the past year to be revised by disclosing the criteria and overall assessment results in the annual report. Director Remuneration The Board of Directors has assigned the Remuneration Committee to review the remuneration policies and criteria for remuneration of directors, and propose to the Board of Directors for endorsement prior to propose to the shareholder meeting for approval on yearly basis. The rate is considered to be appropriate for duties and responsibilities, as well as compared to the same industry. Director Development 1. The newly appointed directors will be informed of the Company's information, regulations and important business information of the Company to perform the duties of directors. 2. To encourage directors to receive ongoing training and knowledge development, as well as on-site viewing, including to enhance new knowledge and experience to benefit the work and enable directors to effectively and efficiently supervise the business. Reviewing of Charter The Board of Directors reviews and evaluates the adequacy and suitability of the Charter at least once a year. |
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ENERGY ABSOLUTE PUBLIC COMPANY LIMITED
CHARTER OF AUDIT COMMITTEE 1. Objectives The Audit Committee was established to support the work of the Board of Directors in overseeing the accuracy of financial reports, the performance of internal audits and internal control systems as well as to compliance with the law, regulations and code of conduct together with supervision to effective anti-corruption measures, concise and appropriate. This is to encourage the Company and its group of companies to have good corporate governance and to be responsible for the preparation of audit committee reports and annual reports for proposing to the shareholders. 2. Structure of the Audit Committee
3. Term of office
4. Voting Rights One Audit Committee member has one vote. If an Audit Committee member has any interest in the matters considered, that Audit Committee member shall not participate in the opinion. 5. Meeting
6. Authorities
7. Duties and Responsibilities of the Audit Committee 7.1 Financial Reports
7.2 Internal control
7.3 Internal Audit
7.4 Control the compliance with law and regulations
7.5 Consider the connected transaction and conflict of interest
7.6 Select, propose, appoint and consider remuneration of the Auditors.
7.7 Compliance to the morality and ethic of the executives and employees
7.8 Provide report of activities of the Audit Committee by disclosure such information in the Annual Report of the Company which will be signed with affixed name by the Chairman of the Audit Committee.
7.9 Other responsibilities
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ENERGY ABSOLUTE PUBLIC COMPANY LIMITED
CHARTER OF THE RISK MANAGEMENT COMMITTEE 1. Objective The Risk Management Committee will be appointed by the Board of Directors to support the Board of Directors to determine the risk management policy covering the entire organization, including supervision of the risk management system or process to eliminate/reduce the impact on the Group's business appropriately by establishing elements, the scope of authority, duties and responsibilities so that the Risk Management Committee can perform its duties effectively. 2. Composition and qualification 2.1.The Board of Directors considers the appointment of the Risk Management Committee which consists of at least (5) five directors. 2.2. The Remuneration Committee shall consist of at least half of Independent Directors and the directors at least half must have knowledge either in finance or accounting or law or risk management or expertise in the business operation of the group of companies. 2.3. The Chairman of the Risk Management Committee will be selected by the Meeting of the Remuneration Committee. 3. Term of office 3.1. The Risk Management Committee Members have a term of office in accordance with their terms of being the Board of Directors. 3.2. Unless otherwise specified in clause 3.1, the Risk Management Committee shall vacate office upon:
The cessation from being the Risk Management Committee member by resigning from the Risk Management Committee and being removed by a resolution of the Board of Directors shall not affect the position of director and any other directorship in the sub-committees.
3.3. In case of a vacancy in the Risk Management Committee member, the Board of Directors shall select a new person who is qualified and not prohibited by law as a member in replacement thereof.
4. Duties and Responsibilities
4.1 To determine the risk management policies, supervision and support effective risk management covering the Company’s business operations, including corruption risks as well as consider and review measures to prevent risks from being acceptable risk levels;
4.2 To follow up on implementation Review risk management reports and take steps to ensure adequate and appropriate risk management. Risk management can be managed to an acceptable level and risk management has been implemented continuously;
4.3 To regularly liaise with the Audit Committee by exchanging knowledge and information regarding risks and internal controls which affect or may affect the Company;
4.4 To support the establishment of a strong, appropriate and adequate culture of risk management and preventive measures.
5. Meeting and Reporting of the Risk Management Committee
5.1. The Risk Management Committee Meeting shall be held as they deem appropriate. In this regard, the Chairman of the Remuneration Committee is able to summon the Meeting as appropriate or requested by the Risk Management Committee members.
5.2. The quorum of the Risk Management Committee shall consist of at least half of the Risk Management Committee to constitute a quorum.
5.3. In the vote, the Risk Management Committee is entitled to one vote and a majority vote of the directors who attend the meeting to constitute a quorum. In the event of a tie vote, the chairman of the meeting shall have an additional casting vote.
5.4. The Risk Management Committee has the power to invite the management or related parties or appropriate persons to attend the meeting or clarify the related matters.
5.5. The Risk Management Committee must report the performance to the Board of Directors.
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ENERGY ABSOLUTE PUBLIC COMPANY LIMITED
CHARTER OF THE CORPORATE GOVERNANCE AND SUSTAINABILITY COMMITTEE 1. Objective
2. Composition and qualification
3. Term of office
3.1 The Corporate Governance and Sustainability Committee Members have a term of office in accordance with their terms of being the Board of Directors. 3.2 Unless otherwise specified in clause 3.1, the Corporate Governance and Sustainability Committee shall vacate office upon:
3.3 Cease from being the Corporate Governance and Sustainability Committee by resigning from the Corporate Governance and Sustainability Committee and being removed by a resolution of the Board of Directors shall not affect the position of director and any other directorship in the sub-committees.
3.4 In case of a vacancy in the Corporate Governance and Sustainability Committee member, the Board of Directors shall select a new person who is qualified and not prohibited by law as a member in replacement thereof.
4. The duties of Corporate Governance Sustainability Committee are as follows: 4.1 Scope of duties and responsibilities of good corporate governance.
4.2 Scope of Duties and Responsibilities for Sustainable Development and Climate Change
4.3 Other
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ENERGY ABSOLUTE PUBLIC COMPANY LIMITED
CHARTER OF THE NOMINATION AND REMUNERATION COMMITTEE 1. Objective
Duties of the Nomination:
To set policies, criteria and procedures for recruiting qualified persons to serve as directors, subcommittee members, including top executives and the persons assigned by the Board of Directors in accordance with the nomination process to propose their opinions to the Board of Directors.
Duties of the Remuneration:
3.1. The Nomination and Remuneration Committee Members have a term of office in accordance with their terms of being the Board of Directors.
3.2. Unless otherwise specified in clause 3.1, the Nomination Committee shall vacate office upon:
3.3. In case of a vacancy in the Nomination and Remuneration Committee, the Board of Directors shall select a new person as a member in replacement thereof.
4. Duties and Responsibilities
1.) To consider policy of nomination of directors and top executives, nominate, select and propose qualified person with morality, ethics and qualification suitable to the position of committee member and/or executives, as the case may be.
2.) To consider the policy and structure of directors’ remuneration and sub-committee of the Company and propose to the Board of Directors for consideration and further propose to the meeting of shareholders for approval. 3.) To consider and review the remuneration structure and ratio of the top executives to be in compliance with the current market condition and suitable to the Company’s business performance, and propose to the Board of Directors for further consideration. To perform such duties, the Remuneration Committee considers from the reasonable and reflects the scope duties and responsibilities of director, the financial status of the Company in comparing with the good practice of other companies in the same size and same sector. The remuneration of directors shall be proposed to the Board of Directors for further approval by the shareholders’ meeting consecutively. 4.) To review and assess the work performance of the directors and top executives.
5.) To provide the succession plan, revise the development plan of the Chairman of the Executive Officers or top executives as a prepared plan in the event that the CEO or top executives in particular position will retire or will be unable to perform their duties to assure smooth and continual business operation 6.) Considering the vacant of the Board of Directors due to
7.) Encourage to allow shareholders to propose names of persons to be nominated as directors. 8.) Consider the preparation of the development plan for directors to develop knowledge of the current directors and new directors to understand the business, roles and duties of directors and important developments industry, such as the current conditions of the industry, the rules and laws related to the business of the Company. 9.) Selecting the qualified directors to be directors in sub-committees in order to propose to the Board of Directors' meeting for appointment to fill in the vacant position. 10.) Considering and reviewing the Charter of the Nomination Committee and regularly perform.
11.) Other duties assigned by the Board of Directors.
5.1. The Nomination and Remuneration Committee Meeting shall be held at least 2 times a year. In this connection, the Chairman of the Nomination Committee is able to summon the Meeting as appropriate or requested by the Nomination Committee Members.
5.2. The quorum of the Nomination and Remuneration Committee shall consist of at least half of the Nomination and Remuneration Committee to constitute a quorum.
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5.3. In the vote, the Nomination and Remuneration Committee is entitled to one vote and a majority vote of the directors who attend the meeting to constitute a quorum. In the event of a tie vote, the chairman of the meeting shall have an additional casting vote.
5.4. The Nomination and Remuneration Committee has the power to invite the management or related parties or appropriate persons to attend the meeting or clarify the related matters.
5.5. The secretary of the Nomination and Remuneration Committee or the designated person shall record the minutes of the meeting.
5.6. The Nomination and Remuneration Committee must report the performance to the Board of Directors.
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ENERGY ABSOLUTE PUBLIC COMPANY LIMITED
CHARTER OF THE STRATEGIC PLANNING COMMITTEE 1. Objective The Strategic Planning Committee will be appointed by the Board of Directors to support the Board of Directors for reviewing the entire strategic guidelines of the Company and its group of companies and to propose to the Board of Directors for consideration. 2. Composition and qualification 2.1. The Board of Directors considers the appointment of the Strategic Planning Committee which consists of at least (3) three directors; 2.2. The Strategic Planning Committee shall consist of directors who have expertise and experience in the determination and management of strategic planning; 2.3. The Chairman of the Strategic Planning Committee will be selected by the Strategic Planning Committee members and appointed by the Meeting of the Board of Directors.
3. Term of office 3.1. The Strategic Planning Committee members have a term of office in accordance with their terms of being the Board of Directors.
3.2. Unless otherwise specified in clause 3.1, the Strategic Planning Committee shall vacate office upon:
3.3. In case of a vacancy in the Strategic Planning Committee member, the Board of Directors shall select a new person who is qualified and not prohibited by law as a member in replacement thereof.
4. Duties and Responsibilities 4.1. To consider and determine the overall strategic direction of the Company and the Group to propose to the Board of Directors for consideration and approval.
4.2. To review the direction of the Company's corporate strategy and consider the approval of the amendment the significant change in strategic direction as necessary to the Board of Directors.
4.3. To consider and review a new strategic or concept or business and the overall organization structure to determine the necessary resources for supporting the direction and strategy of the Company and its group of companies as well as propose to the Board of Directors for consideration and approval.
4.4. To appoint a working group or provide consultants or professional experts to give advice or opinions as the Strategic Planning Committee deemed appropriate and necessary.
4.5. To report the significant performance including key issues to the Board of Directors.
4.6. To review and evaluate the adequacy of the Charter including evaluate its performance annually.
4.7. To perform any other assigned by the Board of Directors.
5. Meeting and Reporting 5.1. The Strategic Planning Committee Meeting shall be held as deem appropriate. In this connection, the Chairman of the Strategic Planning Committee is able to summon the Meeting as appropriate or requested by the Corporate Governance Committee Members.
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5.2. The quorum shall consist of at least half of the Strategic Planning Committee to constitute a quorum.
5.3. In the vote, the Strategic Planning Committee is entitled to one vote and a majority vote of the directors who attend the meeting to constitute a quorum. In the event of a tie vote, the chairman of the meeting shall have an additional casting vote. 5.4. The Strategic Planning Committee has the power to invite the management or related parties or appropriate persons to attend the meeting or clarify the related matters.
5.5. The Strategic Planning Committee shall report the performance to the Board of Directors. 6. Strategic Planning Committee’s Remuneration The Strategic Planning Committee will receive the remuneration as endorsed by the Strategic Planning Committee and the Remuneration Committee and propose to the Board of Directors for consideration including further propose to the general meeting of shareholders for approval. |
