As the owners, the shareholders are entitled to dictate the Company's direction or decide on matters of significant impacts. The Company respects the rights and equality of each shareholder and adheres to the principle of fairness as indicated in the Company’s regulations and other relevant legislation. Basic rights of shareholders that are upheld equally include the right to participate in the meeting, the right to grant the power of attorney for other persons to attend the meetings and vote on their behalves, the right to add meeting agenda, the right to nominate a person to become a board member, the right to vote in elections or impeach board members individually, the right to vote for the appointment and remuneration of auditors, the right to vote in various businesses of the Company, the right to receive dividends, the right to provide opinions and ask questions in shareholders’ meetings, the right to receive information in a sufficient and timely manner. The Company also facilitates shareholders to attend the meeting and vote.

The Company supervises the compliance with such policy as well as other regulations determined by law closely to protect rights of shareholders.

1.1 shareholders’ meetings

Before the Meeting, the Company schedules an annual general meeting of shareholders (AGM) within four months of the annual closing date of its accounting books. In 2023, the Company decided to call the shareholders’ meeting on April 26, 2023 from 10.00-12.00 at the meeting room, 4th floor, Project Planning Service Public Company Limited, Building No. 103, Soi Rama IX 60 (Soi 7 Seri 7), Rama IX Road, Phatthanakan, Suanluang, Bangkok 10250. The call for meeting was issued as written invitation letters indicating the venue, date, time, the meeting agenda and the points to be proposed in the meeting together with appropriate details and reasons clearly marked as points for acknowledgement, for approval or for consideration including the opinions of the board members on such issues. The invitations were then sent to shareholders and the registrar for their acknowledgement and each invitation had the Power of Attorney form attached for any shareholder who cannot attend the meeting. Invitations were sent by registered post at least 7 days in advance prior to the meeting date. The meeting details were announced in newspaper(s) for three consecutive days at least 14 days in advance prior to the meeting date following The Company’s regulations or the legislation. The Company had set a target for sending out complete shareholders’ meeting invitations at least 21 days in advance as well as publicizing the meeting details on the Company’s website at least 30 days in advance in order to allow the shareholders enough time to prepare themselves for the meeting. The Company regards the 176 PROJECT PLANNING SERVICE PLC. ANNUAL REPORT 2023 shareholders’ meetings highly so the Company has set a policy to make the convenience of the shareholders and investors in attending meetings. The management and the share registrar of the Company were responsible for the organization of a shareholders’ meeting, sending out invitations, preparing the venue that was convenient and select date and time that are appropriate, providing information with regards to the meeting, facilitating the meeting as well as preparing information that was sufficiently revealed to assist the decision-making of shareholders in meetings. The chairman of the board allocated timings that were proper and encouraged shareholders to have an equal opportunity to provide opinions and ask questions at the meeting following the meeting’s regulations. The Board of Directors ensured that the meeting proceeded according to the order of the agenda and did not add an item without notifying shareholders in advance.

On the Meeting Day, the Company took into account the convenience of the shareholders in attending meetings. Hence the Company opted for the meeting room, 4th floor, Project Planning Service Public Company Limited, Building No. 103, Soi Rama IX 60 (Soi 7 Seri 7), Rama IX Road, Phatthanakan, Suanluang, Bangkok 10250. The Company had prepared to conduct the meeting in a smooth and appropriate manner. The meeting was held via electronic media (E-AGM) only. The shareholders could register for the meeting 2 hours in advance prior to the meeting. Voting was using the E-Voting system and there was complete vote according to the agenda of the meeting.

When the AGM in 2023 Started, all 7 members of the Company’s Board of Directors (6 directors of on site meeting and 1 director via Zoom application), the Company’s secretary, and the Company’s auditor (via Zoom application) took their seats to begin the meeting. Also, Thep Law Office Limited was invited to attend the meeting as an observer to ensure that the meeting complied with the law and the Company’s regulations and was inspector of the vote counting of this meeting.

All members of the Board of Directors and committees, especially the chairman of the Board of Directors and the chairmen of committees as well as the Company’s high-level executives all attended the meeting to answer questions from shareholders. The chairman informed the meeting that the Company’s secretary was assigned to call the number of shareholders who attended the meeting both in person and with proxies. The secretary informed the shareholders of their rights according to the regulations of the Company. After explaining the Company's rules on the method of voting by using different ballots for each minute of the meeting in particular and vote counting for individual agenda items, the chairman clearly addressed how to vote on each agenda item. These were in order to ensure that the shareholders could vote in a transparent and accountable manner.

During the Meeting, the Chairman ensures that the meeting proceeds according to the order of the agenda and does not add an item without notifying shareholders in advance. Each minute is given appropriate time for discussion and voting. Accurate information of the auditor is given accurately and sufficiently to shareholders to reflect the independence of the auditor. Once information has been provided for each item, the chairman gives the floor to all attendants to express opinions or recommendations, to ask questions, and giving adequate time for debate. The chairman and the management are to address and answer all questions clearly and precisely, treating all questions with due respect. In order for the Company’s meeting to be accountable, the Company had arranged for the recording of the meeting including questions from the shareholders and answers as well as vote results for each minute in written form with breakdowns of those shareholders who agreed, disagreed and abstained. The minutes of the meeting must be completely and accurately recorded.

After the shareholders’ meeting, the Company duly submitted the summary of resolutions made to SET before the Stock Exchange opened its next round of trade. It also duly submitted the report of the shareholders' meeting with minutes, voting records, and every question raised by shareholders to SET and the SET Board within 14 days after the meeting. Moreover, the Company sent the annual report and copies of balance sheets and revenue accounts that had been audited by the auditor and approved by the shareholders’ meeting as well as copies of the shareholders’ meeting reports related to the approval of balance sheets, the allocation of profits and the payment of dividends to the Public Company Registrar. For balance sheets, the Company would publicize for the general public in newspapers at least 1 day within 1 month from the date that the shareholders’ meeting approved of it.

Besides, the report of the shareholders’ AGMs and extraordinary meetings are accessible through the Company's website

1.2 Responsibilities to the Shareholders

The Company’s Board of Directors have a duty to ensure that the executives and employees have integrity and responsibility in their jobs which create the confidence and acceptance to large and small shareholders that the Company concerns the basic lawful rights and maximize their profit.

In addition, shareholders are be able to exercise the right to look after their interests by voicing opinions and suggestions and voting to decide on significant changes including the election of the Board of Directors, the remuneration of the Board of Directors members and the committees, the allocation of profits and the payment of dividends as well as appointment and remuneration of auditor(s) at the shareholders’ meeting. The Company is to reveal the information that is truthful, accurate, complete and accountable. For the Board of Directors remuneration, the Board of Directors has to propose it to the shareholders for approval every year and attach the Board of Directors remuneration policy for the shareholders consideration as well.

The Company treats all shareholders fairly regardless of different shareholding proportions, foreign or Thai shareholders by conducting the guideline for equitable treatment of shareholders. The rights of equal treatment that shareholders could expect to receive from the Company described as follows;

To enable minor shareholders to earnestly take part in business, the Company has defined the criteria and consideration process for entitling them to propose meeting agenda items and/or nominate directors in advance including the selection of qualified directors to perform their duties efficiently in the best interests of the Company and all stakeholders alike. The proposal of meeting agenda items and the nomination of directors by shareholders could be done through www.pps.co.th since October 25, 2022 to December 30, 2022. However, no shareholder proposed a meeting agenda item or director nominee.

To maintain the rights of shareholders who cannot attend the AGM 2022 in person, the Company had sent types a, b, and c. of the Power of Attorney forms in accordance with the Notification of the Department of Business Development, Ministry of Commerce on the Determination of Forms of Power of Attorney (5th version) of 2007. The types include the ordinary form and the form in which a shareholder may determine the direction of the votes. A shareholder could grant the power of attorney to any one individual or a member of the Audit Committee approved by the Company for voting on behalf of shareholders. The Company will be responsible for attaching revenue stamps on power of attorney forms of shareholders.

With regards to the election of the Board of Directors agenda, a shareholder could exercise the right to elect a member of the Board of Directors individually. The number of votes for a shareholder equals the number of shares owned by the shareholder; in other words, one share equals one vote.

On the day of the shareholders’ 2023 AGM, the Company proceeded according to the Company’s policy that requires all members of the Board of Directors to attend the meeting. On that day, 7 out of 7 members of the Board of Directors which is equivalent to 100% of the Company’s Board of Directors attended the meeting (6 directors of on site meeting and 1 director via Zoom application). Once the meeting commenced, the Company’s secretary explained the procedure of voting and counting the votes to shareholders following the regulations of the Company with regards to voting namely each share equals one vote and the transparent voting procedure. The Company had prepared ballots to shareholders for every agenda. With regards to the appointment of members of the Board of Directors, the Company provided the opportunity for shareholders to exercise the right to consider the committee appointment individually.

The meeting proceeded according to the order of the agenda and did not add items without notifying shareholders in advance. The regulations of the Company were strictly upheld. The chairman of the Board of Directors presided over the meeting and provided opportunities for shareholders to voice their opinions and give suggestions to the meeting with sufficient and appropriate amount of time before voting in each minute of the meeting. Shareholders voted using ballots that the Company prepared for shareholders. Once shareholders had voted, the Company would immediately arrange for vote counting. The Company allowed the shareholders to become the staff who count, observe and verify the accuracy of the votes. Thus, the voting and counting procedures were preceded with accuracy, transparency and a speedy manner. The Company has also kept the voted ballots as evidence for future examination as well as questions, answers, opinions in the meeting and the record of the meeting resolutions including approved, disapproved and abstained votes in each agenda in writing.

14 days after the meeting, the Company published the report of the shareholders’ AGM on www.pps.co.th. The Company has kept the report of the meeting at the Company’s headquarters to enable all parties to check.

With regards to the supervision of internal data of the Company, the Company has determined the policy which is implemented on the Company’s executives and employees. The Company’s executives and employees are forbidden to use the Company’s internal information for personal benefits. Details on this topic can be found in the document on the use of internal information. In 2023, there was no evidence that the members of the Board of Directors, executives or the Company’s employees bought and sold the Company’s assets eccentrically before the financial statement publication.

The Company has determined the guidelines on conflict of interests in the Regulations on Business Ethics and Code of Ethics for the Board of Directors, executives and employees of the Company. Members of the Board of Directors, executives and employees are not to act in any way that may cause a conflict of interest against the Company. In 2023, there was no evidence that the Board of Directors, executives and employees of the Company had acted in any way which caused a conflict of interest against the Company.

The Company’s businesses involve working together with several stakeholders. The Company has managed the interests with great care and has attempted to maintain fairness for all parties by strictly complying with related legislation in order to protect the rights of stakeholders.

Respect of Rights of Other Stakeholder

The Company is committed to justice and being ethical to treat all shareholders fairly despite different shareholding proportions and thus different voting proportions. The fundamental rights of the shareholders are conserved regardless of their gender, age, origin, nationality, or religion. The Company is fully aware of the responsibility to society and community and regards this as the main task. Thus, the Company seeks to create projects and activities that are beneficial to the development of society and community by creating policies and guidelines for all parties of stakeholders and also reporting the Company’s performance to shareholders as follows;

1. For Shareholders - The Company is committed to operate profitable businesses leading to sustainable growth in order to compete in the long-term while allocating appropriate amounts of profits to shareholders. Moreover, the Company also provides accurate, comprehensive, transparent, timely and equal information to shareholders
2. For Employees All employees - wherever they work - must be treated without prejudice. Furthermore, the Company uses the performance assessment system (KPI) to assess the performance of employees. The results of the assessment are used to plan the training and support for further education of employees as well as to consider paying suitable compensations. The Company has also established a provident fund as well as other welfare benefits for employees and provided a safe work environment and good sanitation in workplaces. (Detailed in Topic 3.4.1 no. (2) Fair Treatment to Labor and Employee Engagement page 139-140, no. (3) Develop the Potential of Employee page 141, Topic 3.4.2 no. (2) Performance of Fair Treatment to Labor and Employee Engagement page 143-144, no. (3) Performance of Develop the Potential of Employees page 144)
3. For Clients - The Company pays attention and takes customers' satisfaction seriously especially for services. In 2023, the Company asked customers to evaluate their satisfaction with regards to the Company’s services. The results of the evaluation amounted to the average score of 82%. The Company provides guarantee for clients with the registered capital of 279.4 million baht to further increase the confidence of clients. (Detailed in Topic 3.4.1 no. (5) Deliver Qualitative Works and Response the Customer Requirements page 142, Topic 3.4.2 no. (5) Performance of Deliver Qualitative Works and Response the Customer Requirements page 145)
4. For Business Partners - As business partners are vital to the quality of the Company products and services, the Company strictly complies with values procurement processes, contracts and the law. (Detailed in Topic 3.4.1 no. (4.2) Treating Partners to Promote Social Responsibility page 141-142, Topic 3.4.2 no. (4.2) Performance of Treating Partners to Promote Social Responsibility page 145)
5. For Competitors - The Company sticks to the principles of good conduct in the framework of competition without using unfair methods to destroy competitors. To be fair competition, the quality of the work is the most essential factor to defeat the competitors. (Detailed in Topic 3.4.1 no. (4.1) Fair Competition page141, Topic 3.4.2 no. (4.1) Performance of Fair Competition page 145)
6. For Creditors - The Company complies with the contracts and relevant legislation to pay debts to creditors who lend to the Company. (Detailed in Topic 3.4.1 no. (4.2) Treating Partners to Promote Social Responsibility, page 141-142, Topic 3.4.2 no. (4.2) Performance of Treating Partners to Promote Social Responsibility, page 145)
7. For Intellectual Property and the Copyrights - The Company respects the right in property, intellectual property and the copyrights of others. (Detailed in Topic 3.4.1 no. (4.3) Respect the Right in Other’s Property page 142, Topic 3.4.2 no. (4.3) Performance of Respect the Right in Other’s Property page 145)
8. For Human Rights - The Company puts an emphasis on fair treatment based on ethics and code of conduct including the respect of human rights. (Detailed in Topic 3.4.1 no. (1) Respect for Human Rights page 139, Topic 3.4.2 no. (1) Performance of Respect for Human Rights page 143)
9. For Society - The Company has emphasized on community and society accountability. (Detailed in Topic 3.4.1 no. (6) Society and Community Development page 143, Topic 3.4.2 no. (6) Performance of Society and Community Development page 146-147)
10. For Community - The Company values the well-being of communities by supporting activities in communities to assist society based on appropriate times and opportunities. (Detailed in Topic 3.4.1 no. (6) Society and Community Development page 143, Topic 3.4.2 no. (6) Performance of Society and Community Development page 146-147)
11. For Resource and Environment - The Company has an environmental management policy and disciplinary practices for business operations focusing on using resources efficiently. (Detailed in Topic 3.3 Sustainability Management in Environmental Dimensions page 128-135)

The Company provides confidence to investors by publicizing important information of the Company accurately, comprehensively, timely, transparently and equally. Such information includes financial information and performances/ operating results. Other relevant information is kept and under the rules, regulations as well as the Company’s guidelines to prevent leakages of the Company’s confidential information to trading competitors following the regulations of the Securities and Exchange Commission (SEC) and the regulations of the Stock Exchange of Thailand (SET). Apart from publicizing information through Form 56-1 One Report (Annual Registration Statement/Annual Report), most information is publicized through the website of the Stock Exchange of Thailand and the Company’s website allowing shareholders, clients, analysts, investors and those interested parties to access credible information with ease and equality. Investors can learn more about the issuing of additional securities from Form 56-1 One Report (Annual Registration Statement/Annual Report), of companies listed on www. set.or.th or the Company website www.pps.co.th

The Company specifies agencies and individuals who coordinate and provide information for shareholders, prospective investors and the Stock Exchange of Thailand. The Company also provides opportunities for meeting sessions that involve explanations, questions and answers from the Company’s executives.

4.1 Financial Reports

The Company’s Board of Directors is responsible for the overall financial reports of the Company as well as the information proposed to shareholders in annual reports. The Board of Directors is to supervise the quality of the financial reports covering the overall financial statements of the Company. The financial statements are to be produced in accordance with the generally accepted accounting standards. There are auditing processes by credible and independent auditors. The Board of Directors is to use appropriate accounting policies and to comply with them regularly. The Board of Directors is to ensure that the overall financial reports of the Company are correct and accurate with sufficient, credible and rational publication of important information.

The Company’s Board of Directors provides for the Audit Committee which inspects all departments of the Company in regular intervals in order to ensure correct and comprehensive information recording. The departments work according to the standards and integrity following the policies determined by the Company and not to act in a way that breaches any relevant legislation.

The Company’s Board of Directors has appointed 3 independent board members as the Audit Committee which conducts; reviews to assure that the Company has financial reports which are correct, clear and timely; reviews to ensure that the Company has appropriate and efficient internal supervisory systems and internal audit system; as well as considers the compliance with various legislations and the Company’s regulations; considers the publication of information to ensure its accuracy, clarity, transparency and timely manner in accordance with the regulations of listed companies. In case that there are items which are connected to or items that may amount to a conflict of interests, the Company is going to propose to the Audit Committee to consider their appropriateness and rationality before proceeding.

4.2 Risk Management

The Company’s Board of Directors has provided for the Risk Management Committee which considers and proposes risk management policies, plans, risk assessment and performances according to predetermined plans to the Board of Directors. The Risk Management Committee’s works cover all departments in the Company and cover all risk factors that are associated with the vision, objective, business strategies, finances, production, anti-corruption assessment and other aspects of operations. The Risk Management Committee also considers possibilities of occurrence and severity level of the impact, determines measures to correct and clear responsible individuals and determines measures of reporting and assessing results to ensure that the risk management system works efficiently.

4.3 Internal Control System

The Company’s Board of Directors provides for the internal control system that covers all aspects including finances, performance compliance with the relevant legislation, rules and regulations including corporate governance to prevent, to reduce, and to monitor risk of anti-corruption. The Board of Directors provides for regular check and balance mechanisms that are sufficiently efficient in protecting and maintaining invested capitals of shareholders and the Company’s assets. The Board of Directors provides for the determination of approving authority hierarchy and the responsibilities of executives and employees which inherently conduct inspections and create balances. The Board of Directors determines work regulations in written form and an internal audit department that is independent. The Company hires JP TIP AUDIT Co., Ltd. to be the internal auditor. JP TIP AUDIT Co., Ltd. is directly accountable to the Audit Committee which inspects the work of various departments both the business and support departments according to the regulations

4.4 Transactions of Members of the Board of Directors or Executives

1. The Company’s policy states that members of the Board of Directors are to reveal their share transactions and Company’s asset possession and report their securities holding to the Board of Directors.
2. The Company’s policy states that members of the Board of Directors are to report their state of being stakeholder to the Audit Committee.
3. The Company’s policy states that the important internal reports are to be considered and approved by the Committee.

4.5 Meetings with Analysts, Investors and the Media

The company has participated in the event “Opportunity Day” organized by the Stock Exchange of Thailand which aims to facilitate investor relations activities of the listed companies. An Opportunity Day makes it convenient for analysts, investors, and the media to find out about the business and operations of listed companies – and for listed firms to communicate with these key audiences. In 2023, the Company has participated in the event 2 times as follows:

• 1^st March 16, 2023
• 2^nd September 19, 2023

To maximize the benefit of company and shareholders, the Board of Directors is responsible for the operations of the Company and is truly independent from the management. Responsibilities are divided clearly between the Board of Directors and the management team. The Board of Directors sets the executive management policy and supervises to ensure that various systems and operations of the Company proceed according to correct policies, legislation and ethics. The executives have a duty to make business profit and have to perform its duties with responsibilities with faithfulness, fairness and equity for all stakeholders.

The Board of Directors has the duty to review and approve the policies on good corporate governance, the Terms of Ethics and Code of Conduct for Directors and Employees, vision, mission, value, and the Company’s strategies before implementation. The Board of Directors supports and promotes good practices and monitors the performance result. Moreover, the Company established a compliant unit to perform such duty. The Company has publicized the name lists, profiles and roles of both the Board of Directors and other 5 committees such as the Executive Committee, the Audit Committee and the Nomination and Remuneration Committee, the Corporate Governance and Sustainability Committee, the Risk Management Committee, and Business Improvement Committee in 2023 Form 56-1 One Report (Annual Registration Statement/Annual Report), and on www. pps.co.th. Moreover, the Board of Directors supports the chairman of committees to reveal the number of meetings, the number of meetings that each member attended in the previous year and the publication of opinions on their work in the annual report.

In addition, the Company has publicized the process of determination and appropriateness of compensations in the 2023 Form 56-1 One Report (Annual Registration Statement/Annual Report) on the compensations for the members of the Board of Directors and executives. The frequency of the board members and other committee members that attended the meetings are included and the details shown in the Table of Meeting Attendance of various Committee members. The compensations of various committee members show in the Comparison of Compensations of various committee members between 2021 and 2023 Table.

The Company’s Board of Directors is responsible for the accuracy and completeness of the financial statements of the Company and to ensure that the financial statements are transparent. The Board of Directors also provides the publication of sufficient important information in the remarks accompanying financial statements as well as financial information in Annual Reports. Such financial statements are produced in accordance with the general accounting standards and are examined by auditors that have been certified by the Securities and Exchange Commission. The Company’s Board of Directors has appointed 4 members as the Audit Committee who are independent members but not be the Company’s executives. The Audit Committee has to both review quarterly financial reports and annual financial statements and also ensure that the financial statements are accurate and completely comply with the generally accepted accounting principles before submitting to the Company’s Board of Directors for further consideration.

The Company’s accounting department is responsible for publicizing connected transaction information and transactions that result in conflict of interests following article 89/12 in the Act on Securities and Stock Exchange of Thailand (Fourth Version) 2008 and the Notification of the Capital Market Supervisory Board TorJor. 21/2551 on the Regulations on the connected transactions and the Notification of the Stock Exchange of Thailand Commission on the publication of information and conduct of listed companies with regards to connected transactions 2003. These are to be submitted to the Audit Committee for consideration and opinions.

The Company’s Board of Directors emphasizes the publication of information that is transparent, accurate, comprehensive, and timely. This includes the financial information or other important information that may affect the share prices. The Company disseminates various news and information to investors and shareholders through various channels and media for instance through the electronic media system of the Stock Exchange of Thailand and through www.pps.co.th. Besides, the Company’s Board of Directors produces the report on responsibilities of the Board of Directors on financial reports and reports produced by the Audit Committee to be publicized together with reports of the auditors. These are to be publicized in annual reports regularly every year.

The dissemination of information of the Company to investors both shareholders and prospective shareholders falls under the discretion and authority of the chairman of the Board of Directors, Chairman of the Executive Committee, and managing director. An investor may contact the investor relations department of the Company at tel. 02-7182785-9 or www.pps. co.th

5.1 Terms

Terms of the Company’s Board of Directors are according to the Public Company Act 1992. The term of office for Independent Directors is 3 years and they may be in the same position for not more than 3 terms consecutively.

5.2 Remuneration for the Committees

The Company sets appropriate remuneration for members of the Committees clearly and transparently at rates comparable to other top companies in the same industries. The remuneration for the Committees is high enough to keep the qualified the Committees to work with the Company. Furthermore, the Company proposed this rate for approval in the Shareholders’ Meeting before using. The remuneration for the Audit Committees, the nomination and remuneration committees are set by the Board of Directors, based on their responsibilities and performance.

The Remuneration for the Committees (As a Board of Directors, Independent Directors, Executive Director and Non-Executive Directors)

1. Monetary compensation.
• Attendance fee
• Gratuity (bonuses) based on the operating results of businesses
2. Monthly Remuneration and other remunerations
• - None -
3. Other Benefits
• - None -

The Nomination and Remuneration Committee proposes the approach and method in determining meeting allowances, hospitality allowances, bonuses and pensions as well as other financial benefits for the Board of Directors. The proposal to seek opinions and suggestions from the Company’s Board of Directors meeting is submitted to the shareholders meeting for approval every year. These exclude inherent rights according to the Company’s regulations.

5.3 Various Committees

The Company’s Board of Directors appoints each committee member from qualified individuals. Each committee works as assigned by the Board of Directors. Each committee has the authority to summon the executives to attend the meeting, clarify or produce reports. The Board of Directors approves the charter of each committee.

At present, the Company’s Board of Directors has appointed 5 committees.

1. Executive Committee

   Components and the Recruitment of the Executive Committee

   The Executive Committee comprises of at least 5 members who does not necessarily be a member of the Board of Directors. The executives of the Company and affiliated companies would be recruited. However, the Company’s directors have the right to nominate the executive directors as considered appropriate. The Executive Committee has a regular meeting schedule as appropriate.

   Qualifications

   1. The Executive Committee member must be a person with knowledge, ability, and useful experience in the company's business operations. Moreover, the Executive Committee member must have honesty, business ethics and sufficient time to devote knowledge and ability and perform duties for the company substantially.
   2. The Executive Committee member must have qualifications and must not be under any prohibition under the law on public limited companies, the law on securities and stock exchange, and any other relevant laws.

2. The Audit Committee comprises at least 3 independent board members and at least 1 audit committee member needs to have sufficient knowledge and experience to review the credibility of financial statements. The term for each audit committee member is 3 years.

3. The Nomination and Remuneration Committee comprises mostly independent members. There are at least 3 members in this Committee. The term for each member is 3 years. Once the term has expired, the committee member may be reinstated.

4. The Risk Management Committee comprises risk management committee members at least 5 persons. Each member has to be the representative of the board of directors, management department or accounting or finance department or human resource department or project department with a representative of the board of directors who is acting as the chairman. The term for Risk Management Committee members from this appointment is 2 years. Ensuring the continuity work of the committee, the risk management committee who retired by rotation may be re-appointed.

5. The Corporate Governance and Sustainability Committee comprises of 5 members in total with at least one director being an independent director and at least one director is executive director. The term for the Corporate Governance and Sustainability Committee from this appointment is 3 years. Once the term has expired, the committee member may be reinstated. The Chairman of the Board should be an Independent Director which is appointed by the Board of Directors.

5.4 Meetings of the Board of Directors

The Company’s Board of Directors meet at least every 3 months to work as assigned and to acknowledge performance of the Company. In a meeting, members must be allowed to voice their opinions and discretion independently. The quorum of the vote in a Board of Directors meeting is not less than two-thirds (2/3) of the total number of Board members. Board members are to attend every meeting unless there is a reason of necessity that is force majeure. Such a reason needs to be informed to the Secretary of the Company’s Board of Directors in advance. The Company publicizes the attendance of each member of the Board of Directors in the annual report. The Company arranges for the Secretary of the Company’s Board of Directors to produce the meeting schedule for the year in advance in order for all members to acknowledge the schedule well in advance. The Secretary of the Board of Directors is to send meeting invitations to all Board members to confirm the date, time, venue and meeting agenda at least 7 days in advance. The Secretary of the Board of Directors collects supporting documents from the management to send to the Board of Directors in advance. Such documents form information that is sufficient for the decision-making and the use of independent discretion of the Board members. The Secretary of the Board of Directors is to record meeting minutes to produce meeting report with complete and comprehensive content within 14 days after the date of the meeting to submit it to the Chairman of the Board of Directors to sign. Good storage that allows for convenient search and access as well as confidentiality must be in place.

5.5 Meetings of Board of Directors who are not Executives

The Company’s Board of Directors may meet without directors who are executives as deemed necessary. This is to allow non-executive directors to discuss various issues of interest regarding the management without the attendance / interference of the management. Thus, the discussion is conducted freely. The meeting is held at least once a year complying with the principles of good corporate governance. In 2023, the meeting was held on November 9, 2023 and the meeting results were reported in important issues to the Board of Directors.

5.6 Meeting of Independent Board Members

The Company’s Board of Directors arranges for independent board members to meet among themselves to allow them to discuss various issues freely and independently. The meeting is held at least once a year complying with the principles of good corporate governance. In 2023, the meeting was held on November 9, 2023.

5.7 Data Reporting

1. The Board of Directors is responsible for the report of financial information and general information to shareholders and general investors in an accurate, truthful, comprehensive and transparent manner. Information comes with rational explanations and quantitative supporting evidence both in terms of policies and performances, future trends, as well as successes and obstacles of the business.
2. The Board of Directors understands and supports the compliance with the professional standards of auditors.
3. The Company’s Board of Directors has produced a report on the responsibilities of the Board of Directors on the provision and publication of financial reports of the business and has publicized it alongside the financial statements and reports of auditors. It covers;
   • Legal regulations assign the Board of Directors with the duty to produce financial statements to show the financial status and the performance in the previous year that are accurate/true and rational.
   • The responsibilities of the Company’s Board of Directors in the provision of correct, comprehensive and sufficient accounting information to be able to maintain the Company’s assets and to realize weaknesses to prevent corruption or abnormalities.
   • Confirmation that the Company has adhered to the generally accepted accounting standards. The Company uses appropriate accounting policies and constantly adheres to them. The Company has carefully considered the rationality and appropriateness in producing financial statements of the Company.

5.8 Nomination and Succession Plan for Top Executive Positions

The Company has put in place a proper and transparent nomination process for key management positions at every level. The succession plan for top executives is carried out by the Nomination and Remuneration Committee and Managing Director, and considered by the Board of Directors.

The Company nomination process for top executive commences with the process of recruiting candidates who possess both talent and integrity. Young talents are the focus of recruitment, so that they can be groomed to become Future Leader. Qualified employees will undergo a high potential assessment and pursue development courses following individual career development plan. These talents will be assigned challenging tasks, and their positions will be rotated periodically in order to further develop their leadership skills and all-round knowledge in every area of the Company business. The plan is implemented at every level of employment to ensure that staff members are ready to fill any positions that become vacant. In addition, an evaluation is also conducted to continuously monitor the performance of the plan, and the progress of the succession plan shall be reported to the board of directors once a year. In the event that the chief executive officer, managing director, or senior executive is unable to perform or the previously mentioned positions become vacant, the nomination and remuneration committee shall select the new senior executive and nominate him/her to the board of directors for approval of the appointment.

The qualifications are as follows:

1. Having outstanding leadership skills and can perform the obligation of chief executive officer, and managing director.
2. Having an experience in strategic planning and managing the operation in accordance with the Company’s vision.
3. Having a good understanding of the financial management core and corporate performance.
4. Having various abilities and skills apart from engineering, which is the Company’s core business, such as marketing, public relation, finance, etc.
5. Having an in-depth knowledge of corporate governance and practices related to organizational management.
6. Having communication skills, and the ability to make a decision and solve problems in a deliberate manner, for the best interest of the Company.

5.9 Orientation for new member(s) of the Committees

The Company’s Board of Directors provides for an orientation for new member(s) of the Board of Directors before taking up the position as a director. This is in order for a new director to acknowledge the expectations of the Company on their roles, duties and responsibilities as well as the policies and guidelines in supervising the businesses of the Company and construct knowledge and understanding in the businesses and various aspects of operation as well as the business goals of the Company, including any other relevant information to the new member(s) of the Board of Directors to prepare new member(s) for the job of being director(s).

In 2023, the orientation of new directors was held on May 11, 2023

5.10 Policy with regards to members of the Board of Directors and High-level Executives taking up positions in other Companies

The Company’s Board of Directors has issued a policy that limits the number of listed companies and non-listed companies in which each member of the Board of Directors may take up positions to not more than 3 places. The policy further stated that the chief executive officer and managing director shall inform the board of directors prior to holding a directorship in other companies. The result is that in 2023, there was no issue of non-compliance with this policy

5.11 Development of Members of the Board of Directors and High-level Executives

The Company has a policy to encourage the Company’s Board of Directors and high-level executives to attend the seminars on curricula that are of benefits to their work and to regularly exchange their opinions with the Board of Directors and high-level executives of various other organizations. The curricula that directors should attend include those of Thai Institute of Directors Association (IOD). The knowledge and experience gained from these curricula and programs should be applied to Company development.

In addition, all directors of the Company attended seminars and training courses organized by Thai Institute of Directors Association (IOD), representing 100% of the total number of directors.

In 2023, the Company hosted a training and workshop between the board of directors, senior executives, project presidents, and representatives of each department to review strategies and propose guidelines for Company's business plan management. Moreover, the Company organized training about the effect on business sustainability with the purpose of analyzing the sustainability risk and adopting the making Company's business plan. At the event, Mr. Anantachai Yoonprathom, director of the Sustainability Business Development Institute, was invited to be a special speaker.

5.12 The Promotion of Policies Compliance and Enforcement

The board of directors gives precedent to the support in complying and monitoring the implementation of policies announced by the Company. In this case, the Company appointed PPS Training Center to enhance the training courses by including the various announced polity in the training courses, which has been trained to every director, executive, and employee at all level. The Company, furthermore, has included such policies in the courses for new employees to make sure that all levels of employees understand and can follow the regulations relating to business ethics, the code of conduct for directors, executives, and employees, and the Company's articles of association in their entirety. As well as establishing the compliance unit to take responsibility and monitor various operations to achieve the objectives. As of now, there have not been any cases in which the employee violates the laws or acts against the Company's business ethics, code of conduct, or articles of association.

The Company published policies which are parts of training courses are described as follows;

1. Good Corporate Governance Policy
2. The Terms of Ethics and Code of Conduct for Directors and Employees
3. Anti-Corruption Policy
4. Respect for Human Rights
5. Friendly Environmental Operation
6. Protective Measures for Work Safety
7. Environmental Management and Resources Efficiency
8. Information Technology and Cyber Security Policy
9. Personal Data Privacy Policy

5.13 Independent Directors

An independent director shall not be an executive director with management authority and a large Shareholder of the Company. There not have and never had a business relationship with the Company, the Main Company, a subsidiary company, joint-company, a large shareholder or the legal entity which could result in conflicts, which might affect the interests of the company and/or shareholders.

Currently, there are 4 independent directors of the Company; Mr. Pisit Saeng-Xuto, Mr. Attawoot Papangkorn, Mr.Jaiyavat Navaraj and Miss Preecha Sittipunt. They are qualified in accordance with the definition of independent (Qualifications) of the Company, which are equivalent to the requirements of the Securities and Exchange Commission and the Stock Exchange of Thailand.

5.14 Communications with the Executives

The Company’s Board of Directors encourages high-level executives of the Company to meet with the Company’s Board of Directors. The executives are to present information related to the agenda under their responsibilities to the Board of Directors in order to make the directors aware of the information and opinions of executives directly responsible for the work. At the same time, the executives also have an opportunity to learn and understand viewpoints of the Company’s Board of Directors.

The Company’s Board of Directors encourages meetings and exchange of opinions between directors and high-level executives in other opportunities apart from the Board of Directors meetings so that the Board members are able to build relationship with the Company’s high-level executives.

5.15 Non-Executive Director with experience in related business

Mr. Pisit Saeng-Xuto acquired the bachelor degree in the Faculty of Engineering. Currently, they are independent directors and Board of Director and have experience in related engineering business. Therefore, he is able to raise the Company business operation effectively.

5.16 The Company's Strategy into practice.

The Board of Directors has to monitor compliance with the company's strategy quarterly by setting the agenda for report and monitor on the Company’s Board of Director Meeting.

5.17 Independence of the Company’s Board of Directors and High-Level Executives from the external Auditor.

The Company has determined the Company’s Board of Directors and High-Level Executives must be independent from the external auditors, must never be a partner or employee of the external auditors’ company (at least 2 years passed). However, the Company has adopted stringent and there was no evidence that the Board of Directors and executives had acted in any way which caused a conflict of interest against the Company.

5.18 The Secretary of the Company

The Company’s Board of Directors has created a position of a Secretary of the Company. Mr. Voradaj Piemsuwan has been appointed the Secretary of the Board of Directors and the Secretary of the Company in order to manage the Company to the highest efficiency in accordance with the principles of good corporate governance with the following main duties and responsibilities;

1. Provide suggestions and support the work of the Company’s Board of Directors with regards to legal issues and related rules and regulations
2. Ensure that the Company operating according to the principles of good corporate governance as well as monitor to assure that policies and suggestions of the Board of Directors are being practically implemented
3. Be responsible in the production and storage of important documents
4. Ensure that the Company and the Company’s Board of Directors as well as the management comply with the related legislation and various rules and regulations
5. Communicate with shareholders and look after shareholders in an appropriate manner
6. Communicate with the relevant supervisory organizations

Apparently, Mr. Voradaj Piemsuwan already took a “Company Secretary Program Class 42/2011” of Thai Institute of Directors Association (IOD), which is a specific class for the company secretary training.