Corporate Governance Policy

The Board of Directors and the Management of the Company are committed to the principles of good corporate governance pursuant to the Principles of Good Corporate Governance for Listed Companies 2017 of the SEC and SET in order to sustain and maximize long term value of the shareholders.

The Board of Directors has established a corporate governance policy, which sets out the key governing bodies in the Company and process in respect of risk management, strategy, financial reporting and internal control. In addition, the Board of Directors of the Company has established a code of conduct “Corporate Ethics - dtac's Good Governance”, which applies to its directors, Management, employees and other persons acting on its behalf. The Company's code of conduct has been in effect since 2006 and has been regularly updated to cover various subjects, such as human rights, labour, occupational health, safety, security, environment, conflict of interest, use of insider information, internal control, disclosure of information, anti-corruption and etc. in accordance with the international standard.

The corporate governance policy and the code of conduct can be found on the Company's website at www.dtac.co.th and its intranet for easy access and reference of the directors, executives and employees of the Company. In addition, the Company has taken actions to raise awareness and understanding of the corporate governance policy and the code of conduct on a regular basis, for instance, providing the code of conduct manuals and arranging an orientation program for new employees and additional trainings on such subjects from time to time. The Company has also developed learning media on the code of conduct in cartoon version which explains various important topics in an easy and simplified way, e.g. conflict of interest, anti-corruption, bribery, gifts and business courtesies, personal information and privacy, information security, sponsorship or donation, external communication as well as other important topics employee should be aware of. Furthermore, interactive e-learning programs are executed to increase awareness of employees over Code of Conduct and Anti-Corruption Policy. To monitor the compliance of the corporate governance policy, the Chief Executive Officer will perform an assessment of the implementation of the governing documents, the level of compliance and report the results to the Board of Directors at least once a year.

Fully understanding the crucial importance of the principles of good corporate governance, the principles of good corporate governance of the Company have been adopted from the Principles of Good Corporate Governance for Listed Companies 2017 of the SEC and SET, which has been revised to be in line with the ASEAN CG Scorecard. From the assessment on corporate governance practices of Thai listed companies assessed by the Thai Institute of Directors Association (IOD), the Company is one of 110 companies that have been awarded a level of “excellent” (90% to 100% of CG scoring) among 620 listed companies that have been assessed. This is to confirm that the Company commits to the Principles of Good Corporate Governance for sustainability development. Details of the Company's practice of the good corporate governance are set out in 5 categories as follows:

Section 1 Rights of Shareholders

The Board of Directors realizes and places importance on the fundamental rights of the shareholders, namely the rights to trade and transfer shares, receive the Company's profit distribution, independently and equally attend and vote at general meetings of shareholders, decide on the Company's important matters, appoint or remove directors, determine directors ' remuneration, appoint auditors, determine auditors' remuneration and receive the Company's information promptly, completely, and sufficiently through an easy-to access channel. The Company encourages its shareholders to fully exercise their rights through the general meetings of shareholders (The Company has only one type of share that is ordinary share and one share has one voting right) so that the shareholders can participate in any decision-making that affect or relate to their rights and benefits.

The Company has a policy to support and facilitate the shareholders, including institutional investors, to attend the general meetings of shareholders. The Company announced the date of the meeting in advance via channel provided by the Stock Exchange of Thailand on 28 February 2017. The Company fixed the record date on 16 February2017, and closed its shareholders registrar book to collect the list of shareholders who have the right to attend the meeting on 17 February 2017. In order to facilitate shareholders, the Company selected the meeting venues where the mass transit system are available and sufficient for the shareholders to conveniently commute, as well as, intentionally arranged the meeting in the afternoon in order to have shareholders enough time for preparation to attend the meeting. The Company provides opportunities for the shareholders to submit registration documents for attending the meeting in advance of the meeting date in order to minimize the time for documents verification on the meeting date. The Company also provides registration channels at the meeting venue specifically for individual shareholders, juristic person shareholders, and institutional investors and also arranges for a barcode system for registration and vote counting to expedite the registration and vote computation process. To facilitate the shareholders, the Company also provides stamp duty for the appointment of proxies.

The Company conducts the general meetings of shareholders in a transparent manner with examination mechanisms available. The shareholders are provided with an opportunity to raise questions and express opinions relating to an agenda which then were summarized and recorded in the minutes. The directors, relevant senior Management and the auditor of the Company are encouraged to attend such meetings to provide answers to and acknowledge the opinions of the shareholders.

The Company held the 2017 Annual General Meeting of Shareholders on 31 March 2017 at the Athenee Crystal Hall, 3rd Floor, Plaza Athenee Bangkok, Thailand. There were directors and senior Management attending the 2017 Annual General Meeting of Shareholders.

The Company engaged Thailand Securities Depository Co., Ltd., its registrar, to send the invitation notice to the meeting, together with the supporting documents, to the shareholders on 9 March 2017 or 21 days prior to the meeting. The invitation notice and supporting documents in both Thai and English version were published on the Company's website at www.dtac.co.th on 28 February 2017 or 30 days prior to the meeting in order to facilitate the shareholders with an easy and prompt access to the information relating to the meeting. The invitation notice included details of each agenda, which clearly stated type of the agenda, be it for the acknowledgement or approval. The invitation notice meanwhile was completed with the Meeting's agenda items, supplementary documents, the Board's opinions on each agenda item. A proxy form, which was stipulated by the Ministry of Commerce, was also included in the invitation notice, while 3 independent directors were provided therein for shareholders to freely choose their proxy.

The Company provided opportunities in advance for the shareholders to submit questions relevant to the meeting agenda, as well as to propose agenda item, and to nominate person to be appointed as the Company's director at the 2017 Annual General Meeting of Shareholders during 1 October - 31 December 2016 through channel provided by the Stock Exchange of Thailand and published on the Company's websi te at www.dtac.co.th on 29 September 2016 Consequently, a shareholder had submitted a question prior to the meeting aboutthe Company's investment plan, which was answered by the Company during the 2017 Annual General Meeting of Shareholders. Nevertheless, neither agenda item nor nominated person were proposed.

Before the meeting began, the Company explained to all shareholders the criteria and the procedures for vote casting. Shareholders or proxy holders have voting right equal to number of share they held, and such voting rights could not be split (with exception of the C-type proxy), The Company also provided an independent external legal advisor (inspector) to supervise the meeting and the voting process to ensure that they were conducted in accordance with applicable laws and the Articles of Association of the Company. At the meeting, the Chairman of the meeting provided opportunities for the shareholders to express their opinions and to make inquiries relevant to the Company and the meeting agenda.

On the same day after the conclusion of the meeting, the Company informed the SET, in the form of a newsletter, the resolution of each agenda of the 2017 Annual General Meeting of Shareholders by indicating the votes as “approved”, “disapproved” or “abstained from voting”.

Section 2 Equitable Treatment of Shareholders

The Board of Directors places importance on fair and equitable treatment to all shareholders; as a result, the following actions have been implemented:

The Company has a policy to protect the rights of all shareholders. At the 2017 Annual General Meeting of Shareholders, the Chairman of the meeting conducted the meeting in accordance with the agenda as set forth in the invitation notice to the meeting. No agenda was added without prior notification to the shareholders. All shareholders were entitled to vote based on the amount of shares held by each shareholder whereby one share was equal to one vote.

The shareholders who could not attend the meeting in person were entitled to appoint an independent director of the Company or any other person to attend the meeting and vote on their behalf. The Company prepared proxy forms as prescribed by the Ministry of Commerce, whereby the shareholders may give their proxies voting instruction. The proxy forms were delivered to the shareholders together with the invitation notice to the meeting. Additionally, the shareholders could download the proxy forms from the Company's website at www.dtac.co.th.

The Company appointed Thailand Securities Depository Co., Ltd. to proceed with the registration and vote counting and provided the shareholders with voting ballots for each agenda. As for the agenda regarding election of directors, the Company provided the shareholders with an opportunity to elect each director individually. The vote counting in each agenda was conducted openly and transparently and the voting ballots were collected and maintained for further examination.

The Company prepared the minutes of the 2017 Annual General Meeting of Shareholders and posted the video record of the meeting on the Company's website at www.dtac.co.th, within 14 days after the meeting.

Section 3 Roles of Stakeholders

(1) Right of Stakeholders

The Company realizes the rights of all groups of stakeholders, whether inside or outside the Company, and has undertaken to ensure that such rights are well protected and treated, in order to create good understanding and co-operation between the Company and its stakeholders, which will be advantageous to the operation of the Company, create confidence and stability for the Company and its stakeholders and increase the ability of the Company to compete in the long term.

Rights of Shareholders

The Company realizes and places importance on the rights of the shareholders as the owners of the Company. The Company has ensured equal and fair treatment among all shareholders through its accurate, transparent and timely disclosure of information and safeguarding of its assets. The Company aims to operate its business in a manner which is profitable and maintains sustainable growth, so as to increase the long-term value for the shareholders. Further details on rights of shareholders are demonstrated in Section 1 Rights of Shareholders and Section 2 Equitable Treatment of Shareholders.

Rights of Employees

The Company has always regarded its employees as valuable resources, whose roles are fundamental to the success of the Company. Accordingly, the Company aspires to increase the potential of its employees throughout their career path by improving skills, knowledge and aptitude of its employees, as well as providing every employee with an opportunity to improve its career path on an equitable basis and offering appropriate remuneration to its employees. The Company has studied and reviewed the organization structure, role, duty and responsibility of each unit, evaluate the performance and work progress of its employees regularly, in order to build internal potential and organization readiness for development into the best organization. The Company also gives importance to the employees' remuneration policy which is needed to align with the Company's performance both short-term and long-term by providing.

The Company places importance on the welfare and safety of its employees. The Company provides fundamental welfare and benefits as required by law, such as working hours, holidays, annual leaves, and any other types of leave, as well as social security, compensation fund and provident fund, and constantly communicates all benefits to its employees.

In addition to those as prescribed by law, the Company also provides other welfare to its employees, such as health insurance, which covers outpatient and inpatient treatment and dental care, life insurance, personal accident insurance, annual health check-up, and in-house medical and nursing treatment with doctors and nurses standing by at the Company's office during working hours, as well as providing healthcare measure, such as communication of preventive measures for epidemics and provision of protective masks and alcohol-based hand gel for its employees and visitors. Furthermore, the Company encourages its employees to exercise for good health by providing facilities, sport equipment and other sport activities, such as yoga and aerobics, etc. The Company also promotes good family relationship by providing various areas and activities, such as kids' room, library, breastfeeding room and activities during school vacation, to support employees who have the necessity to bring their children to the work place. In 2015, the Company has announced a new policy for a 6-month maternity leave for female employees in order to prepare for and recover from the medical aspects of delivery and to facilitate mother-child bonding. In addition, the Company also provides financial aid to its employees in various cases, such as wedding, childbirth, ordination, death of close relatives and natural disasters, etc.

The Company promotes and supports its employees to participate in organization development by holding an election for the “House of Employee Representatives” to represent the employees and be the mediator for cooperation with the Company, in order to solve and relieve problems of its employees in addition to those welfare and benefits already provided by the Company to its employees, as well as to provide advice to and obtain opinion from its employees

The Company has a safety and environmental management system which is in line and complies with the international standards on safety and environmental management system. The Company has set up a unit to oversee matters relating to occupational Health, Safety and Environment “HSE Unit” to establish a policy and a code of conduct on health, security, safety and environment by specifying and promoting good health and the provision of safe working environment, as well as security and relevant measures to prevent accidents and illnesses from work in accordance with the internationally accepted standards. The Company has also organized workshops on safety and working environment (HSE Workshop) in order to promote a culture of safe working environment in the organization through an electronic self-learning program (HSE Virtual Learning Program) and organize HSE activities. The Company has also set up an HSE Committee for 3 groups in several areas, which consists of representatives from its employees and the Management, working together to report and recommend solutions and improvement for safe working environment, and promote and encourage safe working activities.

Furthermore, the Company's office, i.e. “dtac House” is the only office from Thailand that has been announced as one of the “Top Ten Best Office Spaces in the World in 2015” in “Global Cities: The 2015 Report” made by Knight Frank, a world's leading residential and commercial property consultancy.

In order to develop and improve the organization to truly meet the needs of its employees, the Company invites its employees to complete an onl ine questionnai re on employees' opinions towards the organization (Employee Engagement Survey) on an annual basis. The questionnaire covers employees' opinions towards their line managers, working teams and the Company, as well as guidelines and suggestions that would help develop the Company's potential. For this purpose, employees could freely express their feelings and opinions on the questionnaire; the information obtained from the questionnaire will be kept confidential.

Rights of Community, Society and Environment

The Company realizes that it is a part of the society and community and places importance on responsibility towards community, society and environment. To support this policy, the Company focuses on development of activities through an integration of communication technologies to improve the quality of life of various groups of people (Enable), strengthening safety in telecommunications services (Safe) and doing business with care for the environment (Climate Change), for instance, the Company has initiated “dtac Smart Farmer” project to empower farmers with technology by developing a new generation of Thai farmers (Young Smart Farmer), dtac held “Commercial Agriculture” training course to provide knowledge on production optimization, agricultural management and agriculture marketing. The course focuseson knowledge sharing through internet and online channels, network building, farmland management, and smartphone e-commerce, partnered with NECTEC, Thailand's National Electronics and Computer Technology Center and developed an IoT agriculture solution. The device, a sensor based that having the capability to monitor 7 parameters (including light, soil humidity, temperature and water), is linked to a router with dtac's SIM card relaying the information to the cloud. This in turn will enable the system to send targeted advisory information to farmers' mobile device based on the acquired farm level granular data.

dtac together with Ruam Duay Chuay Kan Sam Nuek Rak Ban Kerd Foundation have continuously conducted this program. FARMER INFO is the key application incorporating communication technology and agricultural knowledge with the aim to bring the benefits of technology to farmers. Thai farmers can gain and share knowledge through the application, e.g. produce prices, weather conditions, prevention and control of epidemics, tools and techniques for the improvement of the quality and quantity of products, and marketing. The application also adds more opportunities and markets for farmers through e-Commerce.

Safe Internet project - dtac has a strong commitment to be a responsible internet provider so we pay high attention to safe internet usage. Realizing that every coin has two sides, dtac attempts to prevent the adverse side of internet by educating and fostering awareness of internet safety among people, especially youths and children.

The Company has a policy to protect the environment which will be implemented to promote responsibility towards the environment, and develop and use more environmental friendly technologies. The Company has continuously taken actions to reduce environmental impact and control activities that may have environmental impact, including management of waste from the Company's operation, such as recycling of used batteries from base stations, campaigning for optimal energy efficiency, particularly the reduction of carbon emissions both from the office building and base stations. The activities included designing the office at Chamchuri Square Building with the aim of energy saving, campaigning for employees to use electricity efficiently and promoting use of communications technology, such as e-conference which will help reduce carbon emissions from energy consumption from travelling.

Furthermore, the Board of Directors of the Company promotes organization of workshops on environment, which has been organized by the HSE unit through an eletronic self-learning program (HSE Virtual Learning Program). The content of the workshop consist of environment protection policies, energy consumption and air pollution emissions, waste management and recycling, and safe working environment. Therefore, all new employees has undergone the workshops. Moreover, HSE unit has plan to implement this policy with the Company's contract parties.

Rights of Customers

The Company aspires to enhance its efficiency in providing services, offer products and services which meet customers' demand and undertake relevant actions to ensure that customers will be confident and satisfied with the services of the Company. The Company has a clear policy that every customer will be equitably and fairly treated with respect and good manner on the principle of “customer centricity” or customer focus, in which understanding of customers' needs is a priority and shall be adhered to by all employees in performing their work on any matters. In this regard, the Company has arranged for internal activities throughout the year in order to provide all employees the opportunities to learn and exchange opinions which will be used by the Company to improve and encourage cooperation amongst divisions which will be directly or indirectly beneficial to the customers.

Currently, the Company provides service channels to support customers, namely the Service Center and the Call Center. Customers can visit the Company's Service Centers which are located in prime locations of Bangkok, its vicinities and upcountry, or dial 1687 to the Call Center. The Company also implements digital channels such as website, email and social networks i.e. Facebook, for customer support.

The Company has the policy of protecting personal data of the customers, under which any processing of personal data must be undertaken cautiously and carefully and must be limited to the extent required for the Company to operate, provide relevant services and carry out related commercial activities in accordance with the laws.

Rights of Business Partners

It is the policy of the Company to treat all business partners equitably and fairly. The Company has established written, easily understandable and standardized procedures for procurement so as to assure its business partners' confidence in the vendor selection process of the Company at all events. The Company has a clear policy on procurement for competitive bidding process. Negotiation of contracts between the Company and its business partners are undertaken based on general commercial terms.

The Company has the policy of requiring its business partners to comply with the supplier code of conduct in relation to various matters, such as labour, health, safety, security, environment and corruption, which shall be of the same standard as the Company, which is in line with the internationally accepted standards. The Company conducts an onsite visit and sends questionnaires to its business partners on a regular basis in order to follow-up on the business partners' compliance with the supplier code of conduct. This aims to improve the standard of business operation and build sustainable growth of the business partners of the Company.

In addition, the Company also emphasizes on respecting intellectual property rights of business partners and other third parties. It is the Company's policy that directors, executives and employees of the Company and other persons acting on behalf of the Company shall avoid infringement of intellectual property rights of business partners and other third parties. At the same time, the directors, executives and employees of the Company and other persons acting on behalf of the Company shall protect and administer the Company's intellectual property in the interest of the Company as prescribed in the code of conduct “Corporate Ethics - dtac's Good Governance”.

Rights of Competitors

The Company encourages and supports fair and transparent competition. The Company will not perform any act which would violate or contradict to any competition law or may cause damages to the reputation of its competitors. The Company competes in the market by offering good products and services at the right price, and will deal with its competitors in an honest and professional manner.

Rights of Creditors

The Company aspires to maintain sustainable relationship with its creditors. The Company has a policy to treat its creditors equitably and fairly by providing correct, transparent and verifiable information to its creditors, and to strictly honor the terms and conditions of the contracts it has with its creditors whether in relation to the repayment of principal, interest and fees, maintenance of financial ratio or other conditions, etc. The Company will immediately inform its creditors in case the Company fails to comply with any condition in order to jointly find solutions. In the past year, the Company had no event of default and guarantee obligation.

(2) International Human Rights Principles

The Company supports internationally declared human rights which include declarations and treaties of the United Nations on human rights. Directors, executives and employees of the Company and other persons acting on behalf of the Company shall respect personal dignity, privacy and individual rights of each person they are in contact with in the course of their duties, and shall not take any action which results in or supports the violation of any human rights as prescribed in the code of conduct “Corporate Ethics - dtac's Good Governance”.

(3) Anti-corruption and Bribery Policy

The Company issued its first Anti-Corruption Policy in 2006 and has reviewed it from time to time. In 2015, the Company announced the No Gift Manual, stating that dtac personnel shall not receive any gifts from external parties, subject to the prescribed terms and conditions. In 2017, number of anti-corruption activities both internally and externally have been conducted throughout the year in order to raise awareness and enhance the Company in empowering society to strengthen the ethical culture in order for employees and society to understand and support the Company as a good corporate governance company. All possible communication channels have been utilized internally and externally, including internal radio interview, radio quiz, internal radio short message, internal TV, EMC meeting, COC Cartoon the series, cartoon folder, leaflets, posters, standees, compliance card, desktop communication, newsletters to employees, suppliers and stakeholders, and message on website. In 2016, dtac obtained certificate from the Institutes of Thai Directors (IOD) under the program “Private Sector Collective Action Coalition Against Corruption”. In 2017, dtac arranged the major event called “Shift Happens” in order to raise Thai society's awareness of the impact of corruption and the importance of good governance and transparency in doing business where dtac's CEO, as a speaker represented the topic “Good Enough” is not Good Enough' which reflected our business strategy to empower society to “do the right thing” and dtac's zero tolerance to corruption in Thai business environment. In addition, communication is the significant activity and dtac keeps communicating tone from the top to its employees to ensure that they are fully committed to dtac's ethical corporate culture for sustainable development. Currently, dtac continues to implement strict sponsorship and donation policies to ensure the company contribute to Thailand in the responsible way.

(4) Measures on Whistleblowing and Protection for Whistleblowers

The Company has set up a communication channel through its website at www.dtac.co.th to provide opportunities for shareholders and interested persons to opine or complain directly to the Board of Directors of the Company in case there is an unfair treatment or a trouble arising from the action of the Company.

It is mandatory of the Company to all employees that he or she is required to report any act that is likely to constitute a breach of the Code of Conduct to the Ethics and Compliance Hotline (http://dtac.ethicspoint.com). Employees can consult Ethics and Compliance Officer or his/her leader in case advice concerning the reporting breaches is necessary. The Ethics & Compliance Hotline is a confidential web. The Hotline is operated by the independent third party. The information of the whistleblower and other details received by Ethics and Compliance Officer will be kept confidential for the confidence of the whistleblower.

Furthermore, Ethics and Compliance Officer has regularly updated to Audit Committee at least once a quarter for updating compliance program and take consideration and recommendation from the Audit Committee, if there is any concern.

Section 4 Disclosure of Information and Transparency

The Company complies with the regulations of the SEC, the Office of SEC and the SET in respect of disclosure of significant information, in particular, disclosure of financial information, the Company's development, operational information, business performance and other relevant substantial information of the Company through the websites of the SET to ensure transparent and equitable disclosure. In addition, the Company regularly posts updated information, both in Thai and English, regarding its financial information, annual report, policies and CSR activities and registration statement (Form 56-1) on its website at www.dtac.co.th. The Company also holds an analyst briefing in each quarter to announce its quarterly operating results to shareholders, investors, analysts, fund managers, and other interested persons. The analyst briefing is attended by the Management of the Company who will clarify and answer inquiries raised by attending persons.

The Company realizes that the Company's information, whether financial or non-financial information, will influence decision making of its shareholders and other general investors. Therefore, to ensure that significant information is disclosed accurately, promptly and transparently, the Company has established an investor relations department to efficiently and regularly communicate with its shareholders and general investors. Any interested person can obtain the Company's information from the Investor Relations Department at telephone number +66 2202 8882 or email address IR@dtac.co.th.

In 2017, the Company had disclosed material information through the channel provided by the Stock Exchange of Thailand totaling 33 times, the Company also arranged relevant activities to visit and provide publicly disclosed information to shareholders, analysts, and investors from time to time, which could be summarized as follows;

The Board of Directors of the Company is responsible for the Company's financial statements and financial information contained in the annual report. The financial statements have been prepared in accordance with the generally accepted accounting principles in Thailand. The Company has chosen an appropriate accounting policy and has applied the same accounting standard for each accounting period. The Board of Directors has appointed the Audit Committee to be responsible for the quality of the financial statements and internal control system of the Company, as well as sufficient disclosure of significant information in the notes to the financial statements, in order to ensure all accounting records are accurate, complete and adequate for the benefit of the shareholders and general investors. Furthermore, the Board of Directors has prepared the Board of Directors' report in the annual report, providing information on the results of business operation and other important matters occurred within the year for the shareholders' acknowledgement.

In 2017, there has been no action taken against the Company by the relevant regulators on the basis of any non-disclosure of any material information within the requisite timeframe.

Section 5 Responsibilities of the Board of Directors

(1) Composition of the Board of Directors

ปAt present, the Board of Directors of the Company consists of 12 directors. 4 directors are independent directors, 2 of whom are female. 1 director (who is female) is a representative from CAT pursuant to the Concession Agreement. There is one executive director (i.e. the Chief Executive Officer). No director or independent director holding more than 5 directorship positions in publicly listed companies. Currently, none of any director of the Company hold more than three (3) directorships in publicly listed companies. The companies has no policy which allow executive director to hold more than 2 directorship positions in publicly listed companies, excluding subsidiaries, affiliates and joint-venture companies of the Company in order to ensure their efficiency in performing their duties and responsibilities towards the Company. More than 1 non-executive directors have work experience in the business of the Company.

The Chairman of the Board of Directors and the Chief Executive Officer have separate functions and responsibilities and are not the same person. The Chairman has been elected by the directors of the Company and acts as the chairman of the meeting. The Chairman has the responsibility to ensure that the meetings of the Board of Directors of the Company proceed in accordance with the agenda, encourage all directors to participate in the meeting (such as asking questions or making observation notes), give advice and recommendation to the Management and support the business operation of the Company. However, the Chairman will not interfere with the work of the Management of the Company. The Chief Executive Officer is responsible for managing the business of the Company and supervising the business operation of the Company to ensure that it complies with the resolutions of the shareholders' meetings and the Board of Directors' meetings, policies and business plans of the Company and applicable laws.

The Board of Directors of the Company is composed of directors who possess qualifications, knowledge, expertise and experiences in various areas, including finance and a c c o u n t i n g , b u s i n e s s a d m i n i s t r a t i o n , l a w a n d telecommunications business. The independent directors possess higher qualifications than those required by the SEC and the SET, details of which can be found under Section “Corporate Governance – Independent Directors”.

The Company does not require that the Chairman of the Board of Directors be an independent director, given that the telecommunications business has unique and complex nature and is subject to rigorous regulation. The Company believes that its Chairman and the Board of Directors possess knowledge, capacity and good understanding of the nature of the telecommunications business, which are necessary in the decision-making process in order to bring the utmost benefits to the Company and its shareholders as a whole. Despite the fact that the Chairman is not an independent director, the Board of Directors of the Company is still of the opinion that the Company has good internal control system, including mechanisms which can create confidence for its shareholders and all stakeholders that any decision-making of the Board of Directors was made independently, prudently, and without being influenced or directed in any respect.

(2) Roles, duties and responsibilities of the Board of Directors

The Board of Directors of the Company approves the vision, missions, strategies, business direction and operational policy, business plan and annual budget of the Company, and directs the Management to perform in compliance with the established policies and business plans in accordance with applicable laws, objectives and Articles of Association of the Company, and resolutions of the Board of Directors' and shareholders' meetings, taking into account the utmost benefits of the Company and the stakeholders, in order to build sustainable growth of the Company and increase longterm value for the shareholders. The Board of Directors will review and approve the vision, missions, strategies, business direction and operational policy on an annual basis in order to adapt to the changing situation and business conditions. Further details on the power, duties and responsibilities of the Board of Directors can be found under Section “Corporate Governance – Board of Directors”.

The Board of Directors of the Company ensures compliance wi th the requi rements on actions and disclosure of information concerning transactions which may give rise to conflicts of interests pursuant to the regulations of the SEC, the SET and relevant regulators by assigning the Audit Committee to be responsible for considering, approving and giving recommendations in relation to transactions which may give rise to conflicts of interests. In addition, the Company has introduced the General Mandate for Interested Person Transactions, which sets out the types and approval procedures for transactions which may give rise to conflicts of interests, which are undertaken by the Company in its normal course of business. The Management is required to seek the Board of Directors' approval for entries into transactions which may give rise to conflicts of interests which are of significant size or important nature to the business operation of the Company. The Company proposes Interested Person Transactions to the Board of Directors for approval and reports the entries into such transactions to the Board of Directors for acknowledgement on quarterly basis.

The Board of Directors holds a Board of Directors' meeting without the presence of the executive director or member of the Management at least once a year. The meeting provides the directors with the opportunity to review the performance of the Board of Directors, the Management and the Company as well as to consider and discuss management issues or other issues which are of the interest of the Board of Directors. The resolutions of the meeting would be notified to the Chief Executive Officer for acknowledgement and consideration for further improvement. In 2017, the Board of Directors held 1 meeting without the presence of the executive director and the Management. Moreover, the Board of Directors holds a Board of Directors' meeting with the External Auditor without the presence of the executive director or member of the Management at least once a year. In 2017, the Board of Directors held 1 meeting with the External Auditor without the presence of the executive director and the Management

The Board of Directors conducts an evaluation on the performance of the Board of Directors, an individual director self-assessment, and sub-committee self - assessment on an annual basis in order to provide an opportunity for each director to express his or her view on the performance of the Board of Directors and to consider and review the results, problems and obstacles on its performance over the previous year. In 2017, the Board of Directors has conducted the aforementioned evaluations with the results as set out below.

The evaluation on the performance of the Board of Directors

The Company arranges for an evaluation on the performance of the Board of Directors on an annual basis so as to assess the performances of the Board of Directors in accordance with the good corporate governance principles. The evaluation procedure can be summarized as follows.

The Company Secretary prepares and reviews the evaluation form for correction and completeness and in compliance with the criteria required by the regulators. The evaluation form will then be proposed to the Board of Directors to complete. The Company Secretary will summarize the result of the evaluation on the performance of the Board of Directors as well as the strength and improvement areas before proposing to the Nomination Committee for its recommendations for further proposing to the Board of Directors for its consideration. The Board of Directors will review the result of the evaluation in order to improve their performance.

The evaluation form for the evaluation of the performance of the Board of Directors contains six key areas, namely, (1) structures and qualifications of the Board of Directors, (2) roles, duties and responsibilities of the Board of Directors, (3) meetings of the Board of Directors, (4) performance of the Board of Directors, (5) relationship of the Management, and (6) self-improvement of the directors and executives' development. The results of each key area are calculated in percentage, whereby 85 percent or more = excellent, more than 75 percent = very good, more than 65 percent = good, more than 50 percent = average, and less than 50 percent = need improvement. It can be concluded from the evaluation results that the Board of Directors has performed its duties in accordance with the good corporate governance principles and the code of conduct “Corporate Ethics – dtac's Good Governance” of the Company with most of the performance in the level of excellent and having an average score of 97.27 percent.

Sub-Committee Self-Assessment

In 2017, the Company has arranged for sub-committee's self-assessment. The evaluation procedure is the same as the evaluation on the performance of the Board of Directors as mentioned above. The evaluation form for sub-committee's self-assessment contains 3 key aspects, which are, (1) committee composition, (2) committee responsibilities, and (3) operating practices. After the evaluation, most of the results were in the level of excellent and having an average score of higher than 85 percent for all sub-committees.

Individual director's self-assessment

The Company also arranges for individual director's selfassessment on an annual basis. The evaluation procedure is the same as the evaluation on the performance of the Board of Directors as mentioned above. The evaluation form for individual director's self-assessment contains five key areas, namely, (1) directorship, (2) directors' ethics, (3) directors' responsibilities, (4) directors' meetings, and (5) directors' overall performance. After the evaluation, the average results were 94.49 percent. The results showed that the Company's directors are qualified and have performed their duties excellently and properly in accordance with the principles of good practice for directors.

(3) Meetings of the Board of Directors

A meeting of the Board of Directors of the Company is held at least once for every quarter. The Company informs the directors of the dates and time of the meetings in advance every year so that the directors can manage their schedule to attend the meetings accordingly. There are clear agenda for each meeting. The Company sends the meeting invitation, together with the supporting documents, to the directors at least seven days in advance to allow the directors' sufficient time to study the information prior to the meeting. Each meeting takes at least three hours. The senior Management of the Company will join the meeting in order to clarify and answer the Board of Directors' queries. The Chairman will allow every director to express his/her opinion before proceeding with the vote and concluding a resolution of the meeting in each agenda. Directors having interest, whether directly or indirectly, will not be eligible to vote and will have to leave the meeting during the consideration of the relevant agenda.

The Company record the minutes of the meetings in writing and kept the originals with the meeting invitation notices and the relevant supporting documents. Electronic copies of the documents are also maintained to facilitate the directors and relevant persons for the purpose of examination.

Since the Company has a number of directors who do not reside in Thailand, the Company has arranged facilities for these directors to attend the Board of Directors' meetings via video or teleconference so the directors could provide opinions or recommendations which are beneficial to the Management and the business operation of the Company. Such attendance does not count as quorum, and those who attend the meetings via video- or tele-conference do not have the right to vote.

In 2017, the Company held 6 Board of Directors' meetings with the rate of attendance of the directors of 93.33 percent. The attendance of each director is as follows:

Name – Surname Position Date of First Appointment Date of Last Appointment Attendance
Mr. Boonchai Bencharongkul Chairman 29 October 1990 26 March 2015 6/6
Mr. Petter Boerre Furburg(1) Mr. Petter Boerre Furburg 13 July 2017 13 July 2017 2/3
Mr. Chulchit Bunyaketu Independent Director 6 March 2543 31 March 2017 5/6
Mr. Stephen Woodruff Fordham Independent Director 17 November 2006 26 March 2015 6/6
Mrs. Chananyarak Phetcharat Independent Director 5 September 2011 26 March 2015 6/6
Mrs. Kamonwan Wipulakorn Independent Director 8 December 2014 26 March 2015 6/6
Mr. Lars-Aake Valdemar Norling Director 10 February 2015 30 March 2017 6/6
Mr. Haakon Bruaset Kjoel Director 5 September 2011 30 March 2017 5/6
Ms. Tanwadee Wongterarit Director 8 February 2013 31 March 2017 5/6
Mr. Tore Johnsen Director 19 August 2008 30 March 2017 5/6
Mrs. Tone Ripel (2) Director 30 March 2017 30 March 2017 5/6
Mr. Sverre Pedersen(3) Director 8 December 2017 8 December 2017 0/0

Remark

  • (1) Mr. Petter Boerre Furberg has been appointed as a new director in replacement of Mr. Morten Karlsen Soerby pursuant to the resolution of the Board of Directors' Meeting No. 4/2016 held on 13 July 2017.
  • (2) Mrs. Tone Ripel attended the Board of Directors' meetings in person 6 times and via video-conference 1 time.
  • (3) Mr. Sverre Pedersen has been appointed as a new director in replacement of Mr. Morten Loeken Edvarsen pursuant to the resolution of the Board of Directors' Meeting No. 6/2017 held on 8 December 2017.

The attendance of the directors who resigned during 2017 is as follows:

Name – Surname Position Date of First Appointment Date of Last Appointment Attendance
Mr. Morten Karlsen Soerby Director 28 August 2015 31 March 2017 3/3
Mr. Christopher Adam Laska Director 8 December 2017 31 March 2017 3/3
Mr. Morten Loeken Edvarsen Director 13 July 2017 13 July 2017 3/3

Remark

  • (1)Mr. Morten Karlsen Soerby did not attend the Board of Directors' meetings in person but attend via video-conference 3 times

(4) Subcommittees

In 2017, the subcommittees have performed its duties as follows:

Audit Committee

The Audit Committee consists of 3 independent directors. The qualification of the Chair of the Audit Committee of dtac, she has had experiences and professional qualifications i.e. accounting and financial skills. Prior to her presidential role,

she was a Chief Financial Officer of a leading company including the listed companies in Thailand and financial executive with several financial institutions. Her expertise is also valuable and support in the telecommunication industries. A meeting of the Audit Committee is held approximately once a month. In 2017, the Company held 11 Audit Committee meetings, the attendance of which was as follows:

Name List No. of Attendance /No. of Meetings in 2017
Mrs. Kamonwan Wipulakorn 12/12
Mr. Chulchit Bunyaketu 11/12
Mr. Stephen Woodruff Fordham 11/12

In 2017, the Audit Committee was responsible for reviewing the financial reporting process of the Company, the internal control system and internal audit system, compliance with laws relating to the business of the Company, considering and selecting (including proposing to terminate) the Company's auditors and reviewing connected transactions, transactions of interested persons or transactions which may give rise to conflicts of interest, etc.

In carrying out its duty on the selection (including proposal to terminate) of the auditors of the Company, the Audit Committee will consider the selection of auditors pursuant to the Company's assessment criteria, which consist of the auditors' experience, performance, understanding of the telecommunications business and expertise in auditing telecommunications companies, as well as their independence in performing their works during the past year, in order to propose the appointment of the auditors to the Board of Directors and the shareholders' meeting for consideration. At the 2017 Annual General Meeting of Shareholders, which was held on 30 March 2017, Mrs. Gingkarn Atsawarangsalit Certified Public Accountant No. 4496, Ms. Sirirat Sricharoensup Certified Public Accountant No. 5419, Mr. Sophon Permsirivallop, certified public accountant No. 3182, and Ms. Pimjai Manitkajohnkit, certified public accountant No. 4521, all from EY Office Limited were appointed as the auditors of the Company. Mrs. Gingkarn Atsawarangsalit was the auditor in charge of auditing the Company, and had expressed opinions on the financial statements of the Company for the year ended 31 December 2017. She was not the auditor in charge of auditing the Company and did not expressed opinions on the financial statements of the Company for the year ended 31 December 2014 and 2015.

In performing its duty on the audit of the internal control and audit system, the Audit Committee will meet with the auditors of the Company at least once a year without the presence of the Management of the Company. Furthermore, where the Audit Committee deems necessary and appropriate, the Audit Committee may request clarifications and opinion from the internal audit department and the auditors of the Company on information relating to financial and accounting matters to support the performance of its duties.

Remuneration Committee

The Remuneration Committee of the Company consists of 4 directors, more than half are independent directors (3 persons) and 1 non-executive director. Chairman of the Remuneration Committee is an independent director. A meeting of the Remuneration Committee is held at least once a year. In 2017, the Company held 2 Remuneration Committee meetings, the attendance of which was as follows:

Name List No. of Attendance /No. of Meetings in 2017
Mr. Chulchit Bunyaketu 2/2
Mrs. Kamonwan Wipulakorn 2/2
Mr. Haakon Bruaset Kjoel 2/2
Mrs. Chananyarak Phetcharat (4) 1/2
Mr. Stephen Woodruff Fordham (1) 1/2
Mr. Christopher Adam Laska (2) 1/2
Mr. Morten Loeken Edvarsen (3) 0/0

Remark Due to the rotation of members of the sub committees according to the Board of Directors' approval no. 3/2017 dated 20 April 2017

  • (1) Mr. Stephen Woodruff Fordham had resigned from chairmanship of Remuneration Committee according to the Board of Directors' approval no. 3/2017 and Mr. Chulchit Bunyaketu was appointed as the Chair of Remuneration Committee
  • (2) Mr. Christopher Adam Laska had resigned from directorship and members of the sub-committees i.e. Remuneration Committee, Nomination Committee and Corporate Governance Committee according to the Board of Directors' approval no. 4/2017 dated 13 July 2017.
  • (3) Mr. Morten Loeken Edvarsen was appointed as a new director and member of the sub-committees i.e. Remuneration Committee, Nomination Committee and Corporate Governance Committee in place of Mr. Christopher Adam Laska according to the Board of Directors' approval no. 4/2017 dated 13 July 2017.
  • (4) Mrs. Chananyarak Phetcharat was appointed as member of sub-committees i.e. Remuneration Committee and Nomination Committee according to the Board of Directors' approval no. 3/2017 dated 20 April 2017.

In 2017, the Remuneration Committee was responsible for considering and giving recommendation on remuneration of the Chairman and other directors, reviewing and recommending the remuneration packages for the Chief Executive Officer promoting and encouraging the Company to develop a Company's remuneration philosophy and policy to be in line with the Company's direction and talent development plan and etc.

At the 2017 Annual General Meeting of Shareholders, the meeting approved the remuneration of the Board of Directors and the subcommittees for 2017 in the amount not exceeding THB 13,802,400, an increase from 2016 at THB 11,500,000. The Company does not have any other form of remuneration for directors, details are as follows:

  Directors' Remuneration Structure (THB) Monthly Allowance
Chairman 320,000
Independent Director 110,000
Director (CAT's representative) 19,200
Chairman of the Audit Committee 67,000
Member of the Audit Committee 50,000
Chairman of the Remuneration Committee / Chairman of the Nomination Committee / Chairman of the 34,000
Corporate Governance Committee Member of the Remuneration Committee / Member of the Nomination Committee / Member of the Corporate Governance Committee 17,000

In determining the remuneration of the Chief Executive Officer, the Remuneration Committee will consider the performance of the Chief Executive Officer during the previous year pursuant to the specified key performance indicators (KPIs), each of which has different weighted scores.

Nomination Committee

The Nomination Committee of the Company consists of 4 directors, being 3 independent directors and 2 non-executive directors. Chairman of the Nomination Committee is an independent director. A meeting of the Nomination Committee is held at least once a year. In 2017, the Company held 5 Nomination Committee meetings, the attendance of which was as follow:

Name List No. of Attendance /No. of Meetings in 2017
Mr. Stephen Woodruff Fordham 5/5
Mr. Chulchit Bunyaketu 5/5
Mr. Haakon Bruaset Kjoel 4/5
Mrs. Chananyarak Phetcharat (1) 3/3
Mr. Christopher Adam Laska (2) 2/3
Mr. Morten Loeken Edvarsen (3) 2/2

Remark Due to the rotation of members of sub-committees according to the Board of Directors' approval no. 3/2017 dated 20 April 2017

  • (1) Mrs. Chananyarak Phetcharat was appointed as the member of Nomination Committee according to the Board of Directors' approval no. 3/2017
  • (2) Mr. Christopher Adam Laska had resigned from directorship and membership of sub-committees i.e. Remuneration Committee, Nomination Committee and Corporate Governance Committee according to the Board of Directors' approval no. 4/2017 dated 13 July 2017
  • (3) Mr. Morten Loeken Edvarsen was appointed as a new director and member of the sub-committees i.e. Remuneration Committee, Nomination Committee and Corporate Governance Committee in place of Mr. Christopher Adam Laska according to the Board of Directors' approval no. 4/2017 dated 13 July 2017. He had resigned from directorship according to the Board of Directors' approval no. 6/2017 dated 8 December 2017

In 2017, the Nomination Committee was responsible for selection of qualified candidates to be nominated for election as directors and executive management of the Company and its subsidiaries. Additionally, the Nomination Committee has considered and made recommendation on the Board of Directors' self-assessment results, and acknowledged the organization restructure and top executives' succession plan, etc.

Corporate Governance Committee

The Corporate Governance Committee consists of 4 directors, being 3 independent directors and 1 non-executive director. Chairman of Corporate Governance Committee is an independent director. A meeting of Corporate Governance Committee is held at least once a year. In 2017, the Company held 5 Corporate Governance Committee meetings and all members of Corporate Governance Committee were present at the meetings as follows.

Name List No. of Attendance /No. of Meetings in 2017
Mrs. Chananyarak Phetcharat 5/5
Mr. Stephen Woodruff Fordham (1) 3/3
Mrs. Kamonwan Wipulakorn 5/5
Mr. Haakon Bruaset Kjoel 5/5
Mr. Christopher Adam Laska (2) 1/3
Mr. Morten Loeken Edvarsen(3) 2/2
Mr. Chulchit Bunyaketu 1/2

Remark Due to the rotation of members of sub-committees according to the Board of Directors’ approval no. 3/2017 dated 20 April 2017

  • (1) Mr. Stephen Woodruff Fordham was appointed as the member of Corporate Governance Committee and Mr. Chulchit Bunyaketu had resigned from Corporate Governance Committee according to the Board of Directors’ approval no. 3/2017
  • (2) Mr. Christopher Adam Laska had resigned from directorship and membership of sub-committees i.e. Remuneration Committee, Nomination Committee and Corporate Governance Committee according to the Board of Directors’ approval no. 4/2017 dated 13 July 2017
  • (3) Mr. Morten Loeken Edvarsen was appointed as a new director and member of the sub-committees i.e. Remuneration Committee, Nomination Committee and Corporate Governance Committee in place of Mr. Christopher Adam Laska according to the Board of Directors’ approval no. 4/2017 dated 13 July 2017. He had resigned from directorship according to the Board of Directors’ approval no. 6/2017 dated 8 December 2017

In 2017, the Corporate Governance Committee was responsible for developing and promoting a good corporate governance so as to be in compliance with the international standard and acceptable to shareholders, investors, regulators, and other stakeholders.

(5) Development of Directors and Management

When appointing a new director, the Company will prepare material information with respect to business operation and the corporate governance policy of the Company as well as arrange for a meeting with the Management, so that the new director can familiarize himself/herself with the business and the corporate governance of the Company. The Company also encourages its directors to attend the trainings relating to duties of directors, which are organized by Thai Institute of Directors Association and other institutes. The Company will inform its directors of relevant trainings which would be useful for the directors in carrying out their duty as the directors of the Company. At present, there are 7 directors of the Company who have attended the courses organized by the Thai Institute of Directors Association. Details of the directors training can be found under Section “Profile of Directors”.

The Company regularly reviews the performance and skill sets of its management, and based upon this review, individual development plans have been made and executed. The Company has prepared both internal and external training courses for the development of its executives. Further details on human resources development policy can be found under Section “Management Structure – Human Resources Development Policy”.

(6) Succession Plan for Senior Executives

The Board of Directors of the Company have appointed People Group to be responsible for setting up the succession plan for the Chief Executive Officer position. People Group will consider persons who have suitable qualifications, knowledge and ability for managing the Company's business. The Management has proposed top executives' succession plan to the Nomination Committee and the Board of Directors for consideration and recommendations on the appropriateness of such plan.

Board of Directors and Subcommittee

The structure of the Board of Directors of the Company comprises the Board of Directors and the subcommittees, namely the Audit Committee, the Remuneration Committee, the Nomination Committee, and the Corporate Governance Committee.

The scope of power, duties and responsibilities of the Board of Directors and the subcommittees are as follows:

Board of Directors

The power, duties and responsibilities of the Board of Directors are as set forth in the Public Limited Company Act, the Securities and Exchange Act, the regulations of the SET and the Articles of Association of the Company.

The power, duties and responsibilities of the Board of Directors, including the approval authorities are as follows:

  1. Performing its duties and responsibilities with due care and loyalty, taking into consideration the best interest of the Company and its shareholders;
  2. Responsible for the administration of the Company, managing the Company's long-term and strategic planning, safeguarding the proper organization of the business, and overseeing the management of day-today operations;
  3. Setting the Company's direction, vision, values and leadership expectations;
  4. Considering and approving to make decisions to enter into major transactions and other proceedings, and in certain cases grants authority to make decision, in accordance with applicable legislation, the Company's objectives and Articles of Association, decisions made by the shareholders' meetings, as well as the Company's governing documents;
  5. Ensuring that the Company adheres to generally accepted principles for the governance and effective control of the Company's activities;
  6. Approving and supervising targets and strategy plans and any deviations therefrom;
  7. Ensuring the accuracy and completeness of the Company's operational and financial reporting to all shareholders and general investors;
  8. Having adequate oversight of internal control over financial reporting (ICFR) to ensure that these controls adhere to its objectives, are compliant with legal requirements and the Company's governing documents;
  9. Evaluating and discussing the Company's optimal capital structure, the dividend policy, the funding strategy and the optimal funding composition on a regular basis;
  10. Declaring interim dividends to shareholders from time to time when the Board is of the view that the Company has derived sufficient profits to do so;
  11. Reviewing the management's draft of the annual accounts and ensuring that the accounts are accurately and completely prepared and that they reflect the Company's financial condition and results of operation for the benefits of all shareholders and general investors;
  12. Together with the management, compiling the annual report;
  13. Overseeing and determining the overall organization of the Company's and its key subsidiaries' operations;
  14. Ensuring that risk management activities are in place to pro-actively identify and deal with critical business risks related to the Company. All strategic, operational
  15. ancial and non-financial) and legal risks of importance shall be taken into consideration;
  16. Overseeing that transactions with potential conflicts of interest of management, Board members and shareholders, including their related persons, are undertaken on an arm's length basis and on normal commercial terms, and are not prejudicial to the interests of the Company and the Company's minority shareholders;
  17. Ensuring that the Company has adequate and appropriate internal controls and that an internal audit unit is established and maintained to monitor the Company's internal controls and report any significant failures or weaknesses thereof, together with recommendations of corrective action;
  18. Preparing issues to be dealt with at shareholders' meetings and providing recommendations thereon;
  19. Identifying potential candidates with the appropriate knowledge, competencies and expertise to complement the existing skills of the Board and the board of its key subsidiaries;
  20. Reviewing and making recommendations on remuneration of directors to shareholders for approval;
  21. Appointing (and dismissing) the Company's Chief Executive Officer, and overseeing and undertaking an annual evaluation of the Chief Executive Officer's execution of his/her duties;
  22. Overseeing that both safety and security risks are managed proportionally and effectively to ensure protection of personnel, information and other assets;
  23. Ensuring that the Company has adequate procedures in place to prevent the Company from being involved in corruption; and
  24. Carrying out an evaluation once a year of its work, functions and performance.

Reserved key matters for the Board's approval

  1. Strategy, business plan, key performance indicators
  2. Capital expenditure and expenses exceeding certain material limits
  3. Strategic investments in new business and divestments
  4. Organizational structure and the appointment of the CEO and senior executives
  5. CEO succession plan
  6. CEO's compensation
  7. Appointment of directors , CEO and CFO of all subsidiaries of the Company
  8. Important transactions and any other extraordinary matters having significant importance
  9. Litigation having significant impacts
  10. Significant policies
  11. Loan commitments and lines of credit from banks and other financial institutions
  12. Dividend policy, declaration of interim dividends and proposal of annual dividend for the annual general meeting of shareholders' approval.

Audit Committee

The Audit Committee consists of 3 independent directors, namely:

Name Listกรรมการ Position
Mrs. Kamonwan Wipulakorn Chair of the Audit Committee
Mr. Chulchit Bunyaketu Member of the Audit Committee
Mr. Stephen Woodruff Fordham Member of the Audit Committee

The members of the Audit Committee have all the qualifications of an “independent director”. They are not authorized by the Board of Directors to make decisions on the business operation of the Company, its parent company, subsidiary, affiliate or juristic person which may have conflicts of interest, and are not directors of its parent company, subsidiary or affiliate, which is a listed company. Mr. Chulchit Bunyaketu and Mrs. Kamonwan Wipulakorn have the knowledge and experience in the area of accounting, sufficient to review the creditability of financial statements of the Company. The duties and responsibilities of the Audit Committee are as follows:

  1. To review the Company's financial reporting process to ensure that it is accurate and adequate;
  2. To review the Company's internal control system and internal audit system, which include accounting controls, financial controls, operational and legal controls, risk management policies and other control systems established by the management of the Company, to ensure their suitability and efficiency. Such review should be conducted by an internal auditor and/ or an independent auditor at least once a year;
  3. To review the effectiveness of the Company's internal control unit at least once a year to ensure the adequacy of its resources and the appropriateness of its position within the Company;
  4. To review the independency of the internal audit unit, as well as approving the appointment, transfer and dismissal of the chief of the internal audit unit or any other unit in charge of an internal audit;
  5. To review the Company's compliance with the Securities and Exchange Act, the rules and regulations of the SEC and SET including any other laws and regulations relevant to the business operation of the Company;
  6. To consider, select and nominate an independent person to be the Company's auditor, and to propose such person's remuneration and terms of engagement (including to propose to terminate the auditor who is not qualified), as well as to attend a non-management meeting with such auditor at least once a year;
  7. To review the independency of the Company's auditor at least once a year;
  8. To review the scope, performance and cost effectiveness of the Company's auditor, its independency and objectivity;
  9. To review by which the Company's employees may report, in confidence, incidents on possible improprieties in financial reporting or other matters, including to arrange for investigat ion and take appropriate follow-up action on such matter;
  10. To review connected transactions, transactions with interested persons, or transactions that may lead to conflicts of interest, to ensure that they are in compliance with the laws and regulations of the SEC and SET, and are reasonable and for the best interest of the Company;
  11. To prepare and disclose in the Company's annual report, an Audit Committee's report, which must be signed by the Chairman of the Audit Committee and consists of at least the following information:
    - an opinion on the accuracy, completeness and creditability of the Company's financial report;
    - an opinion on the adequacy of the Company's internal control system;
    - an opinion on the compliance with the Securities and Exchange Act, the rules and regulations of the SEC and SET, and any other laws and regulations relevant to the business operation of the Company;
    - an opinion on the suitability of the auditor;
    - an opinion on the transactions that may lead to conflicts of interest;
    - the number of the Audit Committee meetings and the attendance of each members of the Audit Committee;
    - an opinion or overview comment of the Audit Committee from its performance in accordance with the charter; and
    - any other matters which, according to the Audit Committee's opinion, should be known to the shareholders and general investors, subject to the scope of duties and responsibilities assigned by the Company's Board of Directors; and
  12. To perform any other act as assigned by the Company's Board of Directors, with the approval of the Audit Committee.

Remuneration Committee

The Remuneration Committee consists of 4 directors, namely:

Name List Directors Position
Mr. Chulchit Bunyaketu Chairman of the Remuneration Committee
Mrs. Chananyarak Phetcharat Member of the Remuneration Committee
Mrs. Kamonwan Wipulakorn Member of the Remuneration Committee
Mr. Haakon Bruaset Kjoel Member of the Remuneration Committee

The duties and responsibilities of the Remuneration Committee are as follows:

  1. To review and recommend the remuneration of the Chairman and other directors;
  2. To review and approve the remuneration of the Chief Executive Officer;
  3. To review the on-going appropriateness and relevance of the remuneration policy;
  4. To ensure that all relevant legal requirements regarding disclosure of remuneration, in all forms, are complied with;
  5. To report to the Board of Directors regarding the remuneration of the Chief Executive Officer (including base pay, incentive payments, equity awards and retirement or severance rights), having regard to the remuneration policy and whether in respect of any elements of remuneration, any shareholder approvals are required;
  6. To review the contractual rights of the Chief Executive Officer on termination, and any payments made or proposed, to determine whether they are reasonable in the circumstances;
  7. To provide the Board of Directors with minutes of Remuneration Committee meetings and to report the remuneration Committee's actions to the Board of Directors with appropriate recommendations;
  8. To provide a statement for inclusion in the annual report that describes the Remuneration Committee's composition and how its responsibilities were discharged;
  9. To review annually and update the Remuneration Committee's charter for approval by the Board; and
  10. To perform such other functions as may be assigned to it by the Board of Directors.

Nomination Committee

The Nomination Committee consists of 4 directors, namely:

Name Listกรรมการ Position
Mr. Stephen Woodruff Fordham Chairman of the Nomination Committee
Mr. Chulchit Bunyaketu Member of the Nomination Committee
Mrs. Chananyarak Phetcharat Member of the Nomination Committee
Mr. Haakon Bruaset Kjoel Member of the Nomination Committee

The duties and responsibilities of the Nomination Committee are as follows:

  1. Making recommendations on qualified candidates for election as directors of the Company and its subsidiaries to be proposed to Board of Directors' meeting for approval;
  2. Making recommendations on qualified candidates for election as Chief Executive Officer and Chief Financial Officer of the Company and its subsidiaries;
  3. Reviewing the structure, size and composition of the Board taking into account the current requirements and future development of the Company, and make recommendations to the Board with regard to any adjustments as deemed necessary by take into account beneficial of all shareholders, expertise, capacity, and diversity as needed by the Company;
  4. Paying attention to the Board self-assessment evaluation and recommends any improvement as it deems necessary;
  5. Monitoring that steps be taken to ensure that shareholders have the opportunity to propose candidates for the Board;
  6. When assessing candidates, taking into consideration if the candidates have the necessary experience, qualifications and capacity;
  7. Considering if a rotation of the members of the Board is necessary;
  8. Justifying its recommendations and thus any dissenting votes must be stated in the recommendation;
  9. Ensuring the Company's compliance with relevant laws and regulations regarding nomination and qualifications of directors;
  10. Satisfying itself with regard to succession planning for the Board and key management appointments;
  11. Ensuring appropriate disclosure of information on its activities; and
  12. Carrying out an evaluation once a year of its work, functions, performance.

Corporate Governance Committee

The Corporate Governance Committee consists of 4 directors, namely:

Name List Director Position
Mrs. Chananyarak Phetcharat Chair of the Corporate Governance Committee
Mrs. Kamonwan Wipulakorn Member of the Corporate Governance Committee
Mr. Stephen Woodruff Fordham Member of the Corporate Governance Committee
Mr. Haakon Bruaset Kjoel Member of the Corporate Governance Committee

The duties and responsibilities of the Corporate Governance Committee are as follows:

  1. Overseeing that the Company adheres to generally accepted principles for governance and effective control of the Company's activities and maintain a corporate culture that encourages good corporate governance practices;
  2. Establishing and maintaining an appropriate corporate governance policy and procedures;
  3. Ensuring the implementation of the governing documents as adopted by the Board and the policy and procedures to secure adequate corporate governance in the Company and in all subsidiaries controlled directly and indirectly by the Company;
  4. Ensuring that the Chief Executive Officer at least annually perform an assessment of the implementation of the governing documents and the level of compliance, and report to the Board;
  5. Reviewing and reporting to the Board on material matters, findings and recommendations pertaining to corporate governance;
  6. Justifying its recommendations and thus any dissenting votes must be stated in the recommendation;
  7. Ensuring the Company's compliance with relevant laws and regulations regarding good corporate governance;
  8. Ensuring appropriate disclosure of information on its activities and the Company's corporate governance practices; and
  9. Carrying out an evaluation once a year of its work, functions, performance.

Management

The Board of Directors has specified the scope of power, duties and responsibilities of the Board of Directors separately from the Management. In summary, the Board of Directors is responsible for formulating policies and monitoring the performance of the Management. The Management is responsible for implementing such policies and reporting the results of its performance to the Board of Directors.

The Board of Directors has established the policy on delegation of authority in writing, which covers the delegation of authority between the Board of Directors and the Management and clearly sets out the scope of authority and approval limits for the Board of Directors and the Management.

The Chief Executive Officer holds the highest management position in the Management and has the power, duties and responsibilities as follows:

  1. Responsible for the day-to-day management of the Company's operations. The Chief Executive Officer shall adhere to the guidelines and instructions laid down by the Board, including the Company's governing documents;
  2. Deciding on all matters where the authority does not come under the authority of the Board pursuant to applicable laws, these Rules or other instructions adopted or decisions made by the Board. The Chief Executive Officer shall act to reasonably ensure that the Company conducts and develops business in accordance with applicable legislation, the Articles of Association, decisions made by the shareholders' meeting and/or the Board;
  3. Responsible for organizing the Company and corresponding workforce in a manner consistent with the Board's directions;
  4. Ensuring that the Company adheres to generally accepted principles for governance and effective control of the Company's activities;
  5. Approving and supervising budgets and business plans and any deviations from these;
  6. Ensuring that risk management activities are in place within the organization to pro-actively identify and deal with the business risks related to the Company Strategic, operational and legal risks shall be taken into consideration. The Chief Executive Officer has established a Risk Management Committee consisting of members from the Company's management and which shall support the Chief Executive Officer in fulfilling his/her responsibilities;
  7. Proposing strategic plans for the Company, including its key subsidiaries, to the Board for approval and suggest resolutions in other matters of strategic importance for the Company.
  8. Ensuring that transactions with potential conflicts of interest of management, Board members and shareholders, including their related persons, are undertaken on an arm's length basis and on normal commercial terms, and are not prejudicial to the interests of the Company and its minority shareholders;
  9. Ensuring that the Company has adequate and appropriate internal controls in place, and that they are included as an integral part of operations and procedures of the Company in order to provide reasonable assurance regarding the achievement of the following objectives: effective and efficient use of resources, safeguarding the Company's assets, reliability of internal and external financial reporting, and compliance with the Company's governing documents and applicable laws and regulations;
  10. Establishing an internal audit unit to review the Company's business processes through an approved internal audit plan, report any significant control failures or weaknesses and make recommendations thereon. The internal audit unit reports directly to the Audit Committee;
  11. Responsible for providing appropriate level of dialogue and cooperation with employee sortheir representatives, to ensure a responsible business practice taking into account experience and insight of employees;
  12. Being authorized to request shareholders' meetings and to represent the Company (or appoint a delegate) in the subsidiaries' shareholders' meetings, including voting in accordance with any instructions from theBoard. Remaining updated of business development, positions and profit performance of the key subsidiaries;
  13. Overseeing that both safety and security risks are managed proportionally and effectively to ensure protection of personnel, information and other assets;
  14. Securing an adequate handling, including sanctions, of employees' non-compliance with the Company's governing documents (if any). The Chief Executive Officer shall also secure that any significant noncompliance issue is reported to the Board; and
  15. Implementing adequate procedures to prevent the Company from being involved in corruption. The Chief Executive Officer shall conduct a yearly risk-based review of these procedures and ensure that any weaknesses, if discovered, are remediated. The Chief Executive Officer shall present the review to the Board.

Company Secretary

The duties and responsibilities of the Company Secretary are set out in accordance with the Public Limited Company Act, the Securities and Exchange Act, and the Principles of Good Corporate Governance for Listed Companies 2017 of the SEC. The duties and responsibilities of the Company Secretary are as follows:

  1. Providing legal and regulatory advice pertaining to the duties and responsibilities of the Board of Directors and the business operation of the Company;
  2. Preparing documentations and supporting information for the Board of Directors' and shareholders' meetings;
  3. Coordinating and following-up on the implementation of the Board of Directors' and shareholders' resolutions;
  4. Preparing and safe-keeping the director register, notices and minutes of the Board of Directors' meetings, annual reports, notices and minutes of the shareholders' meetings;
  5. Safe-keeping the reports of interests of directors and management;
  6. Preparing information and arranging information sessions on the business of the Company, including other information relevant to the business operation of the Company for new directors; and
  7. Responsible for the Board of Directors' and shareholders' activities.

Independent Director

The Company has set out the criteria and qualifications of an independent director, which are stricter than the requirements of the SEC and the SET, as follows:

  1. Holding shares not exceeding 0.5 percent of the total voting shares of the Company, its parent company, subsidiary, affiliate or juristic person which may have conflicts of interest, including shares held by related persons of the independent director;
  2. Not being or having been an executive director, employee, staff, advisor who receives regular salary, or controlling person of the Company, its parent company, subsidiary, affiliate or juristic person which may have conflicts of interest, unless such characteristic ceases at least two years prior to the date of appointment;
  3. Not being a person related by blood or legal registration, such as father, mother, spouse, sibling and children, including spouse of the children, executives, major shareholders, controlling persons, or persons to be nominated as executive or controlling person of the Company or its subsidiary;
  4. Having no business relationship with the Company, its parent company, subsidiary, affiliate or juristic person which may have conflicts of interest, in a manner which may interfere with his independent judgement, and not being or having been a major shareholder, non-independent director, executive of any person having business relationship with the Company, its parent company, subsidiary, or juristic person which may have conflicts of interest, unless such characteristic ceases at least two years prior to the date of appointment;
  5. Not being or having been an auditor of the Company, its parent company, subsidiary, affiliate or juristic person which may have conflicts of interest, and not being a major shareholder, non-independent director, executive, or managing partner of the audit firm in which the auditor of the Company, its parent company, subsidiary, affiliate or juristic person which may have conflicts of interest is employed, unless such characteristic ceases at least two years prior to the date of appointment;
  6. Not being or having been any professional advisor, including legal advisor or financial advisor which receives service fee of more than THB two million per year from the Company, its parent company, subsidiary, affiliate or juristic person which may have conflicts of interest, and not being a major shareholder, nonindependent director, executive, or managing partner of the professional advisor which is a juristic person, unless such characteristic ceases at least two years prior to the date of appointment;
  7. Not being a director appointed as representative of a director of the Company, its major shareholder, or shareholder which is a related person of the major shareholder of the Company; and
  8. Not having any characteristics which render him incapable of expressing independent opinion regarding the Company's business operation.

The nomination and appointment of an independent director is as set out under the section “Corporate Governance – Nomination and Appointment Directors” below.

At present, the Company has 4 independent directors which accounted for one-third of the Board of Directors, namely (i) Mr. Chulchit Bunyaketu, (ii) Mr. Stephen Woodruff Fordham, (iii) Mrs. Kamonwan Wipulakorn and (iv) Mrs. Chananyarak Phetcharat, who are independent from any major shareholders and the Management of the Company and are fully qualified pursuant to the criteria specified above. The independent directors did not have any business relationship nor provide any professional services to the Company in the past financial year.

Nomination and Appointment of Directors and Senior Management

Nomination and Appointment of Directors

The Company places importance on the nomination and selection of directors by specifying the qualifications of directors and independent directors in accordance with the laws and relevant regulatory requirements, including the Articles of Association of the Company.

The selection and nomination of directors of the Company is considered by taken into account the educational background, work experience, knowledge and expertise, particularly in the telecommunications industry, and past performance as a director as well as the appropriate mix of skills including, other diversities e.g. gender. This is in order to enable the Board of Directors to perform its duties effectively.

The Board recognizes the benefits of diversity and considers it as an important elements in effective decision-making and management. The Corporate Governance Committee and Nomination Committee draws up guidelines regarding the diversity of other qualifications of nominated candidate as the position of director. Moreover, in 2017, the Board considered defined qualifications using the Board Skill Matrix as supporting information in selecting of candidates with a focus on recruitment of versatility of expertise with appropriate mix of skills suitable for telecommunication industry. The Board Skill Matrix is classified into 10 subject matters namely collaborative leadership and strategic planning, customers and marketing, account and finance, IT and technology, industry knowledge, legal, crisis and risk management and organization and human resources management.

The Nomination Committee is responsible for the selection and nomination of directors of the Company. Since 2011, the Company has engaged professional recruitment firms to assist in the selection of independent directors. The Nomination Committee will select qualified person for the position of director, conclude the selection results and nominating them as candidates for further consideration by the Board of Directors and the shareholders (as the case may be).

Directors of the Company must have the qualifications to act as directors and do not possess any of the prohibited character ist ics presc r ibed by laws and must not simultaneously hold more than 5 board seats in publicly listed companies and executive directors must not hold more than 2 directorship positions in other companies or publicly listed companies, excluding subsidiaries, affiliates and joint-venture companies of the Company in order to ensure their efficiency in performing their duties and responsibilities towards the Company.

Directors are elected to hold office for a period of 3 years and may be re-elected for another term of office. The appointment, removal and retirement of a director from the Board of Directors of the Company must be in compliance with the Articles of Association of the Company as follows:

  1. The Board of Directors must comprise at least 5 members and at least half of whom must have residence in Thailand;
  2. The shareholders must appoint members of the Board of Directors in the following manners:
    a. each shareholder shall have the votes equals to the number of shares held by him/her;
    b. all votes can be cast for a particular candidate or group of candidates but cannot be split between different candidates; and
    c. candidates receiving the highest number of votes in descending order will be appointed as directors of the Company. In the event of a tie, the Chairman of the meeting will have the casting vote;
  3. A director wishing to resign from his position must submit a letter of resignation to the Company. Resignation takes effect upon receipt of the letter of resignation by the Company;
  4. The shareholders' meeting may resolve to remove any director before the expiration of his/her term by not less than three-fourths of the number of shareholders attending the meeting and having the right to vote and holding not less than one-half of the total number of shares of all the shareholders attending the meeting and having the right to vote; and
  5. At every annual general meeting of shareholders, one-third of the directors who have served for the longest term must retire from their office but such directors are eligible for re-election.

Nomination and Appointment of Senior Management

The Board of Directors of the Company has established a policy and criteria for the nomination and appointment of senior management and a policy for succession plan. There is a clear and transparent nomination process in which educational background, work experience, knowledge, capability, ethics and leadership are taken into consideration. The Board of Directors of the Company has appointed the Nomination Committee to consider and recommend qualified candidates for the appointment as Chief Executive Officer and Chief Financial Officer of the Company.

Monitoring of the Operation of the Company's Subsidiaries and Affiliates

The Company has developed monitoring mechanisms for its subsidiaries and affiliates so as to monitor their administration, management and operation and protect the interests of the Company. The Company has appointed representatives of the Company as directors and senior management of such subsidiaries and affiliates. The Board of Directors of the Company has appointed the Nomination Committee to consider and recommend qualified candidates for the appointment as Director, Chief Executive Officer and Chief Financial Officer of its subsidiaries.

In addition, the Company has taken actions to ensure that the power, duties and responsibilities of the directors and management of its subsidiaries, rules and procedures relating to connected transactions and other key transactions are in line with those of the Company in order to have the same standard of governance. The Company arranges for the financial and operational performance of its key subsidiaries to be reported to its Board of Directors quarterly.

Use of Inside Information

The Company awares of an importance of prohibition of use of inside information of the Company in order to prevent unlawful use of inside information for personal benefits or the benefits of other persons. It is the responsibility of the directors, executives and employees of the Company to prevent access by unauthorized persons to, and disclosure of, non-public information that may affect the market price of the Company's shares and other financial instruments issued by the Company before the Company discloses such information via the stock exchange's disclosure system, or before the information ceases to be price-sensitive. The directors, executives and employees shall not trade in the shares or financial instruments before such information has been made public or ceases to be price-sensitive. Violation of the code of conduct for the handling of information will be subject to investigation, punishment and/or dismissal of employment in accordance with the rules and procedures under applicable laws and regulations.

In addition, the Company has developed a policy for directors and executives on dealing in the Company's securities. The directors and executives of the Company are prohibited from dealing in the Company's securities for the period of one month prior to the announcement of the Company's operating results for each quarter until the day following the date in which the Company's operating results are made public, and from trading on short-term considerations. The Company Secretary will notify the directors, executives and relevant employees of such period prior to the announcement of the Company's operating results. The directors and executives are required to notify the Company of any acquisition or change of their shareholdings in the Company (including the shareholdings of their spouses or minor children) at least one day before dealing in the Company's securities and also inform within 24 hours from the date of such acquisition or change. The Company Secretary will compile and report such information to the Board of Directors of the Company.

In addition, the directors and executives of the Company are required to submit a report on their and their related persons' interests, in relation to the administration and management of the Company and its subsidiaries within 15 days from the end of each calendar year, and within 15 days from the date of any changes in their interests. The purpose of the report is for monitoring of and compliance with the requirements on connected transactions which may be transactions that give rise to conflicts of interest.

The above code of conduct can be found on the Company's website at www.dtac.co.th and on the Company's intranet.

Remuneration for Auditors

The shareholders of the Company, at the 2017 Annual General Meeting of Shareholders, which was held on 31 March 2017, approved the remuneration of the auditors for 2017 in the amount not exceeding THB 5,295,000 (exclusive of VAT). The remuneration consists of the fees for the audit of the annual financial statements and the review of the quarterly financial statements. The approved remuneration amount increased by 1.92 percent from that of 2016. In 2017, the Company's total non-audit fee, which was not related to the auditing services and booked as the Company's expenses, was THB 1,226,248.

Compliance with Other Good Corporate Governance Practices

  1. The Company has set out relevant policy and procedure for selection of knowledgeable and competent person to serve as the Company's directors. Shareholders have the right to propose candidates for directorship at the Annual General Meeting of Shareholders in accordance with the relevant rules and regulations of the Company. The candidates for Chairmanship and directorship shall possess necessary knowledge and experience in telecommunications business or related businesses which are beneficial to the Company's business. The Company also has a procedure for selection of the independent directors which ensures that the independent directors would function to the best interest of the Company and shareholders.
    To this end, given the complicated and lengthy historical backgrounds of the telecommunications business sector, there is a need that directors have good understandings on relevant specific matters, including commercial (e.g. business transactions) and complicated technical matters ( e.g. spectrumband s , telecommunications network network, fibre optic, transmission equipment, mobile device, online business, internet, technology development, rules and regulations of the Office of The National Broadcasting and Telecommunications, etc). Lengthy and complexity backgrounds make telecommunication sector very difficult to understand. However, understanding of these matters is quite essential for business analysis and planning. Thus, years of services is a key factor for a director to have in-depth knowledge and to provide valuable recommendations and directions to the Company. The Company's board of directors has functioned well in this respect.
    The Company has planned ahead at least 5 Board of Directors' meetings in a year in order to consider regular agenda items. If there is any other important matter, the Chairman of the Board is empowered to call meetings to consider such matter by giving advanced notice to all directors as required by the relevant laws. The number of Board of Directors' meeting in 2017 was 6.
  2. The Company has set out a remuneration policy for both executives and employees based on knowledge, duty and responsibility. The Company also has the procedure for performance assessment in accordance with the widely accepted standard. The remuneration policy of the Management has been disclosed. Moreover, the Company has urged all executives and employees to adhere to relevant widely accepted principles, for example, employee shall not disclose his/her remuneration to other persons. Also the Company would keep confidential the employees' remuneration and would respect the employees' right to privacy.
  3. The Corporate Governance Committee had re-confirmed, and the Board of Directors No. 5/2017 had approved the policy for the Directors and Executives dealing in securities of the Company. The underlying principal of the policy is that the Directors and Executives are free to deal in the Company's securities or change of interests in the Company's securities but they are required to inform the Board or the Company Secretary at least one day before dealing in the Company's securities and also inform of the result within 24 hours from the time of such dealing or change of interest.
  4. The Company has not implemented a cumulative voting system as the Company's Articles of Association prescribes that a director is elected through the use of a majority vote. However, the Company has provided other mechanisms to protect the rights of minority shareholders by setting out relevant policy and procedure for selection of knowledgeable and competent person to serve as the Company's directors. Shareholders have the right to propose agenda and candidates for directorship at the Annual General Meeting of Shareholders in accordance with the relevant rules and regulations of the Company. The candidates for Chairmanship and directorship shall possess necessary knowledge and experience in telecommunications business or related businesses which are beneficial to the Company's business. The procedure for selection of the independent directors also ensures that the independent directors would function to the best interest of the Company and its shareholders.
  5. The Company has set out new Governing Principles to improve and to strengthen Company's governance. For example, the introducing of ‘Yearly Meeting Plan' for the Board of Directors, having a meeting (at least once a year) between the Board of Directors and the Company's external auditor without presence of the management. Also, the Board's duty is to review several reports such as Risk Management, Supply Chain Sustainability (at least twice a year) including reviewing internal audit report at all Board of Directors Meeting.