Symbol : ASK
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Principles of Good Corporate Governance

The Company establishes the operational policy concerning corporate governance system of the management
in order to maximize the efficiency of the Company’s management. The Company’s Board of Directors sets out
the Code of Best Practice for directors of a listed company to comply with the Stock Exchange of Thailand approach.
Additionally, such Code of Best Practice is set to enhance the transparency and effectiveness of the management
which will create confidence to the shareholders, investors and all concerned parties. The Company’s principles of
good corporate governance are summarized as follows:

Section 1 Shareholders' right

The Board of Directors has recognized the importance of shareholders’ right, which has been listed in
shareholders’ right protection policy, and also encourages every shareholders and institutional shareholders to
exercise their rights under the law i.e. the Company profit sharing, the right to sell or transfer stocks, the
shareholders’ right to obtain the information, the voting right in the shareholders’ meeting to appoint or to
demote the directors, the remuneration of the Board of Directors, the appointment of a certified auditor, the
approval of the audit fee and other issues which may significance effect the company.

In addition, the circulation of the information needed for any shareholders have been listed through the
company website “www.ask.co.th” i.e. the shareholders’ right for a shareholder or shareholders holding shares
and having an aggregate voting rights not less than 1% of all Company voting rights to propose the meeting
agenda or nomination of directors. The Company has been disclosed to SET and Company’s website since
October 18, 2016.

For the year 2016, the Company has circulated the shareholders’ invitation letter and supplementary
documents for the meeting on the Company’ s website since March 7, 2016 (or before meeting 31 days, the
Company held the Annual General Meeting of Shareholders on April 8, 2016). Thailand Securities Depository
Co., Ltd (TSD) as the Company registrar has sent out the shareholders’ invitation letter and supplementary
documents and annual report 2015 via registered postage on March 18, 2016 (or before the meeting 21 days).
The minutes of the meeting has been revealed to public through the Company website for advance
consideration of shareholders on April 22, 2016 or 14 days after the meeting. Moreover, the Company never
had any policy to lessen the shareholders’ right. The Company will not distribute the importance information
immediately on the meeting day, or not put additional agenda or change any details of the meeting without
noticing the shareholders in advance. In addition, the shareholders shall be obtained the rights to ask any
question to the Board of Directors and attend in the meeting although they come late.

Section 2 Fair and Equitable Treatment to Shareholders

The Company recognizes the importance of the right of shareholders and treats every shareholder
included institutional shareholders equally. As a result, the Company will timely, accurately and completely
disclose material information and news to its shareholders on a regular basis. In an invitation to the
shareholders’ meeting, the Company will deliver a meeting invitation letter together with support information
relevant to meeting agenda to the shareholders 21 days prior to the meeting date. Invitation letter for the
meeting is also announced in the newspaper with complete opinion of the Board of Directors on each meeting
agenda in order that the shareholders have sufficient time to consider the information prior to the meeting.
Minutes of the meeting are also accurately recorded for further review by the shareholders. The Company
intends to provide additional option to the shareholders by authorizing the independent director of the
Company as a proxy on behalf of the shareholders in case the shareholders cannot attend the meeting.

In the Year 2016, the Company held an annual general meeting of shareholders which was the Annual
General Meeting of Shareholders No.32/2016 held on April 8, 2016 at 3.00 pm. at Grand Hall Meeting Room of
Bangkok Club, 28th Floor, Sathorn City Tower, 175 South Sathorn Road, Tungmahamek, Sathorn, Bangkok
10120. The venue was convenient for travelling by BTS and BRT. Every shareholder is entitled to use his/her
right to vote and express opinion or make inquiry before making decision.

Before the meeting

The Company has posted the invitation letter, which detailed every aspects of the meeting through the
company website 31 days in advance, since March 8, 2016. The Company has sent the invitation letter including,
the Meeting Agenda, the Board of Directors’ opinion and the minute of the previous shareholders’ meeting and
also the Annual report together with the documents important for the meeting, the proxy which detailed the
clarification manual. The documents will be handed to Thailand Security Depository Company Limited, the
company registrar who has been in charge of distributing the documents to the shareholders 21 days prior to the
meeting date.

In 2016, the Company has sent the invitation letter and others importance documents to the shareholders
since March 18, 2016 and made an announcement through the Sai Klang News for 3 consecutive days from
March 23 - 25, 2016 in order to inform in advance the shareholders and allow them to look through all
information before The General Meeting has been called. The Company has sent the documents to all
shareholders listed at the date of the closing of the shareholders’ registration book on March 10, 2016. In order to
facilitate the shareholders who cannot attend the meeting, the company also sent the proxy together with the
invitation letter and listed the required documents for the meeting stated the detailed for both the shareholders
who will attend the meeting and who will assign the others as the representative in order to assist the
shareholders for the preparation of the documents and to avoid any problems which might occur in attending
the meeting. Moreover the company has authorized Mr. Pradit Sawattananond the Chairman of the Audit
Committee/ Independent Director as a proxy on behalf of the shareholders in case the shareholders cannot
attend the meeting.

On the meeting date

The Company has set the venue, and the appropriate time that is convenient for every shareholder and
institutional shareholders to assure the security. The Company has provided the sufficient registration counters
with “Barcode System” and allowed the participants to register 2 hours before the meeting starts. They can also
register prior to or during the meeting. The Company also provided free of charge duty stamps for
authorization of proxies. There were some snack and coffee break provided to the shareholders.

The Company has provided the related documents for the meeting such as invitation letter, annual report
with CD and book for the shareholders who requested. The Company also appointed the legal consultant to
conduct and clarify the details of the meeting, including voting method, counting, the use of ballot and
announced the voting result in each agenda. During the meeting, the Company had appropriately and
adequately provided the opportunities to shareholders to ask or express their opinions. Regarding the
appointing of directors agenda, the Company had set the vote to be separated one by one and collected the
ballot of each director for the transparently counted by legal consultant.

The Annual General Meeting No.32/2016 had 9 directors participated including Mr. Lo, Jun-Long
Chairman of the Board of Directors/ Chairman of the Executive Board of Directors/ Chief Executive Officer,
Mr. Shen, Ying-Hui Executive Director, Mr. Tientavee Saraton Director, Mr. Chen, Jer-Jyh Director, Mrs. Patima
Chavalit Independent Director, Mr. Pradit Sawattananond Chairman of the Audit Committee/ Independent
Asia Sermkij Leasing Public Company Limited 165
Director, Mr. Anant Svattananon Audit Committee/ Independent Director, Asso. Prof. Dr. Supriya
Kuandachakupt Audit Committee/ Independent Director, Mr. Kasem Akanesuwan Audit Committee/
Independent Director, together with Mr. Danai Lapaviwat Secretary to the Board of Directors/ Company
Secretary/ Chief Financial Officer. There were also the company’s auditor (EY office Limited) and
2 Independent legal advisors (The Capital Law Office Limited) as a Master of Ceremony, Inventtech System
(Thailand) Co., Ltd as a Independent Vote Counter during the meeting totaling 5 persons attending the
meeting. As a result of the continually enhancing of the quality of Annual General Meeting arrangement, the
company was announced as 98.75 score for the assessment of Annual General Meeting Year 2016 arrangement.

After the Meeting

The Company had informed the resolution of the meeting on April 8, 2016 via the Stock Exchange of
Thailand’s information system. The Company had submitted and published the minutes of the meeting on the
Company website within 14 days after the meeting. In 2016, the company had posted the minutes through the
company website since April 22, 2016. The event had also recorded both in video and audio format to be
distributed to any shareholders who may have an interest and also posted on the Company website and made
an announcement through the newspaper for 3 consecutive days from April 25 - 27, 2016 in order to inform the
shareholders for dividend payment.

Section 3 Awareness in stakeholders

The Company recognizes and is aware of the importance of all groups of stakeholders, both internal and
external including customers, shareholders, employees, creditors, debtors, competitors and others related
entities. Moreover, the Company also pays attention to the social and environmental responsibility, since every
stakeholder always has a long term support for the company. The Company has disclosed the further
information the “Corporate Governance” in company’ s website www.ask.co.th in section “Investor Relations”
with the following:

  • Code of Conduct
  • Facilitating and Promoting to attending the Shareholders' Meeting Policy
  • Anti-Fraud Policy
  • Whistle Blowing Policy and form
  • Employee development program policy
  • Workplace safety and sanitation policy

The human development policy will be very crucial to help every single employee to develop himself
both on the knowledge concerning current responsibility and the skill development in supporting them for the
achievement in their career path. The Company therefore provides both internal and external development
program for every employee. In year 2016, the company and subsidiary provide all employees totally 70
training programs, 43 programs are internal training programs and 27 programs are external training
programs.

The Company has a campaign on safety at work constantly regarding workplace safety and sanitation
policy. In 2016 the Company recorded sick leave equal to 2.20 percent of the total employees of the Company
and its subsidiary. The Company has no accidents arising from working. The Company has organized the
annual health check for the welfare of our manpower to keep all healthy. This project, the Company held
annually and operated continuously for more than 15 years.

The Company has provided “Corporate Government Report 2016” in the Company website
www.ask.co.th in “Investor Relations” section for all stakeholders to access.

In order to be a channel for stakeholders’ participation, the Company has set up a channel to gather any
complaints, suggestions or comments to the board via the Company’s website (in Investor Relations Section) or
the stakeholders may send by mail or by hand at the Company.

The Company operates business with integrity according to good corporate governance and adhere to
responsibility to social and all stakeholders by establishing the Anti-Fraud Policy to identify the responsibility
and practices for fraud prevention as clear guidelines for business operations which develop corporate
sustainability. The Board of Directors Meeting No.1/2559 on January 20, 2016 has approved declaration of
intent in view of establishing the Thailand’s Private Sector Collective Action Coalition Against Corruption
(CAC). The measures to solve the corruption problems by cooperation among private companies who want to
strengthen pressure for change in government sector. The coalition denied any form of bribery and anticorruption
which discourage competition and interrupt business independency. The Board of Directors
Meeting No.6/2016 on November 11, 2016 has approved Self-Evaluation Tool for Countering Bribery and the
Company has already submitted it to Thai Institute of Directors (IOD) as Secretary of Private Sector Collective
Action Coalition Against Corruption (CAC) in order to consider and review. The result will be announced
around mid of March 2017.

The Company has disclosed the Whistle Blowing Policy as follows:

Whistle Blowing Policy

The Company has established the Whistle Blowing Policy as a channel for directors, executives,
employees and all stakeholders to be able to file a complaint or to report cases of corruption or fraud in
significant matter such as the illegal act, act against the rules or the Company’s policies, or against business
ethics, to help improve or perform action with accuracy, adequacy, transparency, and fairness. The
whistleblower’s information and reporting subject will be kept confidentially in order to prevent the
infringement.

  1. Any staff/ outsider with concern may report such concern through the Company’s Internal Audit Vice
    President. All allegations raised should be made in writing and finally sent to the Company’s Internal
    Audit Vice President. The Internal Audit Vice President shall make preliminary study to decide whether
    the raised allegation is a suspected fraud event and an investigation is necessary
    • Mrs. Daresnapa Charoonsubvatana: Internal Audit Vice President
      Telephone: 02-679-6226
      E-mail: daresnapa.ch@ask.co.th
    • Regular mail: Internal audit Vice President,
      24th. Sathorn city tower, 175 South Sathorn road, Tungmahamek, Sathorn, Bangkok 10120,
      Facsimile: 02-679-6241-3
  2. In case that the allegation does not stand for a suspected fraud event and no investigation is needed, the
    Internal Audit Vice President will inform the initiator who raises the concern of the reason not to start
    an investigation.
  3. If the suspected fraud event is a subsidiary case and without concern of materiality or interest conflict,
    the Head of the subsidiary concerned will be informed of the case.
  4. As the suspected fraud event is considered material or concerned with interest conflict or considered the
    Company’s case, the Internal Audit Vice President is responsible for carrying out the subsequent
    investigation and reporting to the Audit Committee and CEO of the investigation result. The CEO is to
    instruct the actions to be taken and inform the Audit Committee. If the suspected fraud event involves
    senior management of the Company, the investigation report will be submitted to the Audit Committee.
  5. The Human Resource Department shall be responsible for the subsequent disciplinary meeting as
    instructed by the CEO of the Company.
  6. The summary report of a material case shall be informed to Audit committee.
  7. As the case is closed, the Internal Audit Vice President may inform the initiator of the result.
  8. Principles
    • The allegation should be raised in good faith, not for personal gain.
    • Anonymous Event Note will not be considered and no action will be taken.
    • All participants in a fraud investigation shall keep the details and results of the investigation
      confidential.
  9. Contact Information will be accessible on the Company’s Web site: www.ask.co.th. The record of each
    allegation and related documents shall be kept by the Internal Audit of ASK confidentially. The
    retaining period should not be less than three years
  10. Approval and review, these procedures shall be reviewed periodically and amended if necessary.

Protection of Complainants or Whistle-Blowers

Any staff/ outsider who raise allegation with their sincerity are to be appropriately protected by
the company as follows:

  1. The Company will keep the whistle-blower and suspect their confidential information.
  2. In case that the Company requires disclosure the information, it must be done as necessary to secure and
    protect the whistle-blowers and suspects.

Section 4 Information disclosure and transparency

The Company recognizes the important of accurate, complete and prompt disclosure of important
information of the company including the company performance information, clearness shareholding structure
which detailed in Shareholding Structure section and the corporate governance policy, which was disclosed in
the Annual Report, Annual Filing (56-1) and the Company website at www.ask.co.th.

Regarding the quality of financial report, in 2016, the company appointed EY Office Limited, who has
been certified by the Securities and Exchange Commission, as an independent auditor. The Company’s 2016
financial report was certified with unqualified opinion from the auditor.

Furthermore, the Company establishes the Investor Relations Department to be another channel to
disclose the information to its shareholders, the analysts and general investors. The Investor Relations
Department can be reached at 02-679-6226 ext 1230, 1231. The information including the shareholders’
structure, the organization structure, corporate governance policy, the Board of Directors member, the financial
report, the annual report, the invitation to the shareholders’ meeting and the minutes of the shareholders’
meeting, has been disclosed in the company’s website in Investor Relations section.

In 2016, the Company has disclosed and presented the information to related parties as follows:

  1. Analyst Meeting 4 times
  2. Disclosure of the company’s performance to newspaper (Press releases) in total 2 times
  3. Management discussion and analysis via SET 4 times

The Company has initiated the policy for directors to report the conflict of interest in order to prepare
the related transactions according to the Securities and Exchange Act.

Section 5 Directors' Responsibility

The Company’s Board of Directors has a duty to determine vision, mission, strategy, business plan,
budget and objective of the operation of business which can be changed according the business situation and
will be reviewed at least 5 years, as well as to supervise the management to perform in accordance with the
targeted plan in an effectiveness and efficient manner. It also has a duty to establish the appropriate internal
control, internal audit and risk management system, and to ensure that the financial report is provided on a
regular basis and with quality under supervision of the Audit Committee in order for the Company to meet the
determined target and to provide optimal benefits to all groups of stakeholders. The company has an
established term of office for directors in the Articles of Association. The term of each director is set at 3 year,
therefore at each General Meeting of Shareholders, one-third of the directors - or if their number is not a
multiple of three, then the number nearest to one-third - must retire from office.

The Company also has a balance of power for directors that the Board of Directors consists of 12
directors, comprising 3 executives and 9 non-executive directors. The Company establishes the Audit
Committee comprising 4 independent directors. In addition, there is 1 independent director accounting for 42
percent or 5 of 12 of the Board of Directors. The Audit Committee is regarded as the representatives of minor
shareholders with the duty to supervise the operation of the Company to ensure its accuracy and transparency.

The Company separates the duty and authority of the Board of Directors, Executive Board and the
Audit Committee are clearly separated (as detailed in Shareholding and Management Structure) to ensure the
transparency, sufficient balance of power and ability to review the operation of the Company. Resolution on
any material agenda still requires the approval from the Board of Directors or the shareholders’ meeting. In
addition, authority assigned to the Board of Directors, Executive Board and the Chief Executive Officer shall
not allow the directors with conflict of interest in any transaction, whether by themselves or by their potential
conflict of interest related parties, to approve such transaction made with the Company or Subsidiary.

In 2016, the Company has established the Board of Directors Self Assessment to assess the board’s
structure and performance. The Board Self Assessment Form consisted of 6 areas : Structure and characteristics
of the Board, Roles and responsibilities of the Board, Board Meetings, The board’s performance of duties,
Relationship with management, and Self-development of directors. The assessment form was provided
individual to each director. The 6 assessment areas were included sub-item and director could fill 1-5 score for
each sub-item. The company has initially established the individual director assessment (except himself/
herself). The Individual Director Assessment Form consisted of 4 areas: Roles and responsibilities of the
director, The director’s performance of duties, Relationship with management, and Self-development of the
director. For the evaluation of the performance of the Chief Executive Officer (CEO) has been started the
evaluation from 2013 in order to assess the CEO’s performance for the past previous year with 3 areas of Roles
and Responsibilities, Performance, Relationship with the Board of Directors, and Self-development. The all
above assessment forms were provided individual to each director. The director could fill 1-5 score for each
item. After received the assessment form, the company secretary would evaluate and then informed to the
board of directors meeting. In 2016, the company secretary has submitted the assessment forms to all directors.
The company secretary will conclude the score and announce the result to the Board of Directors Meeting. The
Board of Directors will consider the assessment in order to improve the quality of the Board of Directors,
Individual Director and CEO.

Although, the Company has not yet established the policy to limit the number of listed company that a
director can hold, none of the Director holds the directorship more than 5 listed companies in which the details
are disclosed in the Board of Directors and Managements’ Profiles.

Criteria for selection of Directors

The Company does not have an established nominating committee to select directors. The Board of
Directors considers a nomination selected to be a director in the structure, board diversity policy such gender,
nationality (the Company’ directors are both Thai and foreign) and the expertise to complement the existing
skill of the Board of Directors and personal qualification for directorship as well as experience, skills,
directorship performance and unprohibit person by the law and the regulation of the Securities and Exchange
Commission. Before the appointment of new director, the Company would send the letter to SET and SEC in
order to confirm the qualification and check for the unprohibit person. The procedure of appointment is as
follows:

  1. Each shareholder shall have a number of votes at the equivalent of one share per one vote;
  2. Shareholders shall vote for each individual director; and
  3. After the vote, the candidates shall be ranked in order descending from the highest number of votes
    received to the lowest, and shall be appointed as directors in that order until all of the directorial
    positions are filled. In the event of a tie vote, the Chairman shall have the casting vote.

The Company organized the director orientation for newly appointed directors starting in the year 2008
to familiarize them with the Company information, rule and responsibilities of director and related regulations.
The topics covered the company mission and vision, business plan, company background, shareholding
structure, organization structure and list of management, standard agenda and minutes of the Board of
Directors Meeting in the past year and also enclosed with Directors Handbook to familiarize them in
performing the duty of director of a listed company.

The Company would inform preliminary the schedule of the Board of Directors to facilitate the director
for attending. However, the informed schedule is for the regular meeting. The extra meeting if any, the
secretary to the Board of Directors will send the invitation letter to each director prior the meeting at least 7 day
before the meeting. At least one Board of Directors’ meeting is held in each quarter with additional meeting to
be called if required. The Company requires the directors to attend every Board of Directors’ meeting except in
case of emergency. Meeting agenda must be clearly indicated prior to each Board of Directors’ meeting with
the inclusion of agenda on operational monitoring on a regular basis. The Company delivers the meeting
invitation letter together with meeting agenda and support documents for the meeting to each director at least
7 days in advance of the meeting date to allow sufficient timing for the Board of Directors to study on the
information prior to attend the meeting. In each Board of Directors’ meeting, the Chairman of the Board of
Directors is obliged to allocate adequate timing in order to enable the management to propose and provide
thorough explanation on the material issues. Minutes of the meeting are accurately and completely recorded in
writing. Minutes of the meeting, certified by the Board of Directors, will be retained for further examination by
the Board of Directors and other related parties.

Summary the Company's directors Meeting in2016

Name No. of Meetings Attended / No. of Total Meeting Name No. of Meetings Attended / No. of Total Meeting
Board of Directors Audit Committee Board of Directors Audit Committee
Dr. Amnuay Viravan 0/5 - Mr. Tientavee Saraton 5/5 -
Mr. Lo, Jun-Long 5/5 - Mrs. Patima Chavalit 5/5 -
Mr. Li, Yuan-I 2/2 - Mr. Pradit Sawattananond 5/5 4/4
Mr. Liao, Ying-Chih 4/5 - Mr. Anant Svattananon 3/5 4/4
Mr. Chen, Fong-Long 5-5 - Asso. Prof. Dr. Supriya Kuandachakupt 5/5 4/4
Mr. Lee, Jung-Tao 0/2 - Mr. Kasem Akanesuwan 5/5 4/4
Mr. Shen, Ying-Hui (resigned) 3/3 - Mr. Chen, Jer-Jyh (resigned) 0/3 -

Remark: 1/According to the resolution of BOD No. 03/2016 held on May 13, 2016, it opined to appoint Mr. Li, Yuan-I as
a director/ executive director and Mr. Lee, Jung-Tao as a director effective from June 1, 2016.

The Company has set the meeting of Audit Committee, auditor without executive and management as
annual basis to enhance the good corporate governance and transparency of financial statements. The meeting
is set prior the approval of annual financial statements each year. In 2016, the meeting was February 21, 2016.

The company sets out a policy for director selection by seeking a well-versed person with expertise in
the Company’s business. However, as some directors of the Company hold Taiwanese nationality and have
positions in the companies in Taiwan, it is not convenient for them to attend the Company’s meeting of the
Board of Directors. As such, the Company has the policy to encourage the attendance of the meeting by all
directors by arranging the video conference to facilitate the Board of Directors’ meeting by all directors
accordingly, thereby enabling interaction among the directors despite being in difference places.

The Audit Committee consisted of 4 independent directors with a 2-year tenure and has a duty to
supervise the operation of the Company. Details of the authority and duty of the Audit Committee are
provided in Management Structure. At least 1 meeting of the Audit Committee is to be held in each quarter
with additional meeting to be called if required.

The Audit Committee Member will use their own discretion in reviewing the financial report, internal
control and internal audit system and operation of the Company, considering and appointing the Company’s
auditor, as well as disclosing information on related transaction or transaction with potential conflict of
interest. Such Audit Committee will enhance the effectiveness of the Company’s control and governance
pursuant to the Stock Exchange of Thailand approach.

The Company has defined the meaning of “Independent Directors” more strengthen than the criteria set
by the Capital Market Supervisory Board Tor.Chor.14/2551 as follows:ss

  1. Holding shares not exceeding 0.5 percent of the total number of voting rights of the company, its parent
    company, subsidiary, affiliate or juristic person which may have conflicts of interest, including the
    shares held by related persons of the independent director.
  2. Neither being nor having been an executive director, employee, staff, or advisor who receives salary, or
    a controlling person of the company, its parent company, subsidiary, affiliate, same-level subsidiary or
    juristic person who may have conflicts of interest unless the foregoing status has ended not less than
    two years prior to the appointment.
  3. Not being a person related by blood or registration under laws, such as father, mother, spouse, sibling,
    and child, including spouse of the children, executives, major shareholders, controlling persons, or
    persons to be nominated as executive or controlling persons of the Company or its subsidiary.
  4. Not having a business relationship with the Company, its parent company, subsidiary, affiliate or
    juristic person who may have conflicts of interest, in the manner which may interfere with his
    independent judgment, and neither being nor having been a major shareholder, non-independent
    director or executive of any person having business relationship with the company, its parent company,
    subsidiary, affiliate or juristic person who may have conflicts of interest unless the foregoing
    relationship has ended not less than two years prior to the appointment.
  5. Neither being nor having been an auditor of the Company, its parent company, subsidiary, affiliate or
    juristic person who may have conflicts of interest, and not being a major shareholder, non-independent
    director, executive or partner of an audit firm which employs auditors of the Company, its parent
    company, subsidiary, affiliate or juristic person who may have conflicts of interest unless the foregoing
    relationship has ended not less than two years from the appointment.
  6. Neither being nor having been any professional advisor including legal advisor or financial advisor who
    receives an annual service fee exceeding two million Baht from the company, its parent company,
    subsidiary, affiliate or juristic person who may have conflicts of interest, and neither being nor having
    been a major shareholder, non-independent director, executive or partner of the professional advisor
    unless the foregoing relationship has ended not less than two years from the appointment date.
  7. Not being a director who has been appointed as a representative of the Company’s director, major
    shareholder or shareholders who are related to the company’s major shareholder.
  8. Not having any characteristics which make him incapable of expressing independent opinions with
    regard to the Company’s business affairs.

In addition, the Company also sets up the Executive Board of Directors comprising 6 directors with a
2 year tenure. Details of the authority and duty of the Executive Board of Directors are provided in
Management Structure. It is a policy of the Executive Board of Directors to regularly arrange a meeting at least
once a month with additional meeting to be called if required.

Regarding the selection of directors, the Company does not have an established selection committee to
select directors. However, the Board of Directors consider the person selected to be director, as someone who
must have the appropriate qualifications including experience and skills and based on directorship
performance and is not prohibited by law. The information and the details of each Board of Directors can be
found in Shareholding and Management Structure section. All Directors who based in Thailand have finished
the Director Accreditation Program and some of them have been trained in Director Certification Program. All
of the above programs have been conducted by the Thai Institute of Directors (IOD) and the company has
sponsored this full-course training. The Company also encourages new director to attend the program.
Furthermore, all directors are also encouraged to attend other seminar or training to enhance their knowledge
for being a director.

The Company has also set up Internal Audit Department as a company’s internal business unit and
directly report to the Audit Committee in order that the Board of Directors can efficiently monitor the
company’s performance. In the Audit Committee’s meeting No. 2/2007 held on February 26, 2007. The Audit
Committee considered and appointed Mrs. Daresnapa Charoonsubvatana to be Internal Audit Department
Manager and the Secretary of the Audit Committee since February 26, 2007 based on has internal audit
2016
Annual Repot
172
experience in the same business as the Company for over 20 years and continue the qualified status of Certified
Internal Auditor (CIA), her training course attendance regarding the Internal Audit operations regularly and
understanding the Company’s activities and operations. The Audit Committee concluded that she was
appropriate to perform this function.

According to the resolution of the Board of Directors Meeting No. 4/2012 as of May 8, 2012, it opined to
appoint Mr. Danai Lapaviwat as the Company Secretary (In position presently), to be responsible for and
undertake the tasks of the Company Secretary in order to comply with Section 89/15 of the Securities and
Exchange B.E. 2535 (including its amendments). In 2013, Mr. Danai Lapaviwat as a company secretary has
attended “Company Secretary Program (CSP) No. 50/2013” held by Thai Institute of Directors Association.

  1. Preparing and keeping the following documents:
    (a) A register of directors
    (b) A notice calling director meeting, a minute of the board of directors and an annual report of the company
    (c) A notice calling shareholder meeting and a minute of shareholders’ meeting;
  2. Keeping a report on interest filed by a director or an executive;
  3. Performing any other acts as specified in the notification of the Capital Market Supervisory Board.

Board of Directors and Sub-Committee

Board of Directors

The Company's Board of Directors consists of 12 members as of December 31, 2016 as follows:

No. Name Position
1. Dr. Amnuay Viravan   Honorary Chairman
2. Mr. Lo, Jun-Long  Chairman of the Board of Directors 
3. Mr. Li, Yuan-I Executive Director 
4. Mr. Liao, Ying-Chih Director
5. Mr. Chen, Fong-Long Director
6. Mr. Lee, Jung-Tao Director
7. Mr. Tientavee Saraton Director
8. Mrs. Patima Chavalit Independent Director
9. Mr. Pradit Sawattananond Chairman of the Audit Committee/ Independent Director
10. Mr. Anant Svattananon Member of the Audit Committee/ Independent Director
11. Asso. Prof. Dr. Supriya Kuandachakupt Member of the Audit Committee/ Independent Director
12. Mr. Kasem Akanesuwan Member of the Audit Committee/ Independent Director

Note:  Mr. Danai Lapaviwat take a position of secretary to the board of directors and company secretary
1/According to the resolution of BOD No. 03/2016 held on May 13, 2016, it opined to appoint Mr. Li, Yuan-I as
a director/ executive director and Mr. Lee, Jung-Tao as a director effective from June 1, 2016.

Executive Board of Directors

As of December 31, 2016, the Executive Board of Directors consists of 5 members as follows:

No. Name Position
1. Dr. Amnuay Viravan Honorary Chairman
2. Mr. Lo, Jun-Long Chairman of the Executive Board of Directors
3. Mr. Li, Yuan-I Executive Director
4. Mr. Chen, Fong-Long Director
5. Mr. Liao, Ying-Chih Director

Remark: 1/ According to the resolution of BOD No. 03/2016 held on May 13, 2016, it opined to appoint Mr. Li, Yuan-I as a
director/ executive director effective from June 1, 2016.

Audit Committee

The Audit Committee Member was established and appointed from the Annual General Meeting of
Shareholders No. 20/2004 to be an independent committee in reviewing the financial report to be submitted to
shareholders and stakeholders, internal control and internal audit system and operation of the Company according to
the Role and Responsibilities of the Audit Committee.

As of December 31, 2016, the Audit Committee consists of 4 members as follows:

No. Name Position
1. Mr. Pradit Sawattananond Chairman of the Audit Committee/ Independent Director
2. Mr. Anant Svattananon Member of the Audit Committee/ Independent Director
3. Asso. Prof. Dr. Supriya Kuandachakupt Member of the Audit Committee/ Independent Director
4. Mr. Kasem Akanesuwan Member of the Audit Committee/ Independent Director

Mr. Pradit Sawattananond Chairman of the Audit Committee/ Independent Director, has experiences in
accounting, financing and reviewing of financial statements.

Management

Management as of December 31, 2016 consists of 6 members as follows:

No. Name Position
1. Dr. Amnuay Viravan Honorary Chairman
2. Mr. Lo, Jun-Long Chief Executive Officer 
3. Mr. Li, Yuan-I Chief Operating Officer
4. Mr. Danai Lapaviwat Secretary to the Board of Directors/  Company Secretary/ Chief Financial Officer
5. Mr. Sarayuth Chaisawadi Chief Information Officer/ Acting Chief Administrative Officer
6. Mr.Chonpichet Tantigittipinyo General Manager (Hire Purchase Credit and Marketing Division)

Remark: 1/ According to the resolution of BOD No. 03/2016 held on May 13, 2016, it opined to appoint Mr. Li, Yuan-I as a
Chief Operating Officer effective from June 1, 2016.

Risk Management Committee

Regarding the risk management, the company had set up a Risk Management Committee to establish an
adequate risk management system and approve risk management policy, procedures and quarterly risk management
reports prepared by Risk Management Subcommittee. The risk management system covers important risks which are
credit risk, financial risk and operational risk. The risk management procedures include risk assessment, risk
management, risk monitoring and risk controlling which will be reviewed every quarter. The members of the
committee were fixed with the internal position as follows:

No. Position in the Company and its subsidiary Position in Risk Management Committee
1. Chief Executive Officer  Chairman of the Risk Management Committee 
2 Chief Operating Officer Member of the Risk Management Committee
3. Chief Financial Officer Member of the Risk Management Committee
4. Chief Information Officer Member of the Risk Management Committee
5. General Manager – The Company Member of the Risk Management Committee
6. General Manager- The subsidiary  Member of the Risk Management Committee
7. Executive Vice President- The subsidiary Member of the Risk Management Committee
8. Executive Vice President- Credit Control Secretary to the Risk Management Committee

Power, Role and Responsibilities of Sub-Committee

Power, Role and Responsibilities of the Executive Board of Directors

  1. To generally act on behalf and in the interest of the Company and its subsidiary to carry on the business.
  2. To administrate the Company’s business in conformity with applicable laws, company objectives, the article of
    association, the resolutions of the shareholders’ meeting and the Board of Directors.
  3. To consider and have Authority on Credit Approval, Non-Policy Expenses Approval, Non-Policy Assets
    (Buying and Selling) Approval, and request for approval to the Board of Director for which is beyond the
    granted authority and/or authorized amount. To consider and have authority on personnel Policy which
    includes recruiting, transferring, promoting, terminating, compensating, annual salary increase and other
    related human resource management as granted from the Board of Directors.
  4. To appoint one or more directors in the Executive Board of Directors or other persons to perform any act which
    is under the supervision of the Executive Board of Directors as the Executive Board of Directors may deem
    appropriate and within the period defined by them. However, such appointment may be revoked, altered,
    changed as the Executive Board of Directors deemed appropriate.
  5. To perform any other act delegated by the Board of Directors. In authorizing the Power, Role and
    Responsibility of the above Executive Board of Directors, such authority shall be under the rules and
    regulations’ of relevant laws, regulations and article of association of the Company. In addition, the members
    of the Executive Board of Directors or then related persons will not be able to approve the transactions which
    are not normal course of business of the Company or under generally accepted conditions while they have
    conflict or participation or interest against the Company or the Company’s subsidiary and shall report the
    transactions to the Board of Directors to comply with the role and regulation of the SET.

Role and Responsibilities of the Audit Committee

  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 to ensure that they are suitable
    and efficient, to determine an internal audit unit’s independence, as well as to approve the appointment,
    transfer and dismissal of the Internal Audit Department Head or any other unit in charge of an internal audit.
  3. To review the Company’s compliance with the Securities and Exchange Act., the Stock Exchange of Thailand’s
    regulations, and the laws relating to the Company’s business.
  4. To consider, select and nominate an independent person to be the Company’s external auditor, and to propose
    such person’s remuneration, as well as to attend a non-management meeting with an auditor at least once
    a year.
  5. To review the Connected Transactions, or the transactions that may lead to conflicts of interests, to ensure that
    they are in compliance with the laws and the Stock Exchange of Thailand’s regulations, and are reasonable and
    for the highest benefit of the Company.
  6. To prepare, and to disclose in the Company’s annual report, an audit committee’s report which must be signed
    by the audit committee’s chairman and consist of at least the following information:
    a) An opinion on the accuracy, completeness and creditability of the Company’s financial report,
    b) An opinion on the adequacy of the Company’s internal control system,
    c) An opinion on the compliance with the Securities and Exchange Act., the Stock Exchange of Thailand’s
    regulations, or the laws relating to the Company’s business,
    d) An opinion on the suitability of an auditor,
    e) An opinion on the transactions that may lead to conflicts of interests,
    f) The number of the audit committee meetings, and the attendance of such meetings by each committee
    member,
    g) An opinion or overview comment received by the audit committee from its performance of duties in
    accordance with the charter, and
    h) other transactions 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
  7. To perform any other act as assigned by the Company’s Board of Directors, with the approval of the audit
    committee.

Role and Responsibilities of the Chief Executive Officer

  1. Set out policy, plan and business strategy of the Company and monitor the operation of the Company to
    ensure that the determined policy, plan and business strategy is complied with.
  2. Operate and manage normal operation of the Company’s business.
  3. Perform other duties as assigned by the Board of Directors on an ad hoc basis.
  4. Consider to approve the operations of the Company as authorized by the Board of Directors.
  5. Consider to approve the employment and salary, staff transfer, rotation, promotion, termination, rewarding
    and remuneration provision and any other matters related to human resource management.
  6. Authorized to appoint attorney or assign other persons whom the Managing Director considers appropriate to
    act on his/her behalf. Such appointment / assignment must comply with the regulations and the articles of
    association of the Company.

The above authority and duty must be in compliance with law, rules, regulations and the Company’s articles of
association. However such authority excludes the authority to approve the transaction which the Managing Director
or other related persons may have interest in or conflict of interest with the Company or Subsidiary, and is not in the
ordinary course of business or not complied with trading conditions as authorized and/or within a limited
determined by the Board of Directors. The approval will be made according to the regulations, conditions and
methods regarding related transactions and acquisition or disposal of core assets of the listed company in compliance
with the rules and regulations of the Stock Exchange of Thailand or the notification of the Office of Securities and
Exchange Commission.

Criteria for selection of Directors

The Company does not have an established nominating committee to select directors. The Board of Directors
considers in the structure, diversity and the expertise to complement the existing skill of the Board of Directors and
personal qualification for directorship as well as experience, skills, directorship performance and who is not
prohibited by the law and notification of the Security and Exchange Commission. The criteria for selection of directors
according to the Company Article of Association are as follows:

The shareholders’ meeting shall elect the directors by majority vote in accordance with the following rules and
procedures:

  1. Each shareholder shall have a number of votes at the equivalent of one share per one vote;
  2. Shareholders shall vote for each individual director; and
  3. After the vote, the candidates shall be ranked in order descending from the highest number of votes received to
    the lowest, and shall be appointed as directors in that order until all of the directorial positions are filled. In the
    event of a tie vote, the Chairman shall have the casting vote.

The selection of Chief Executive Officer, the board of directors shall preliminary screen for candidates with
required and appropriate qualifications, knowledge, skills, and experience that can be beneficial to the operation of
the company, together with an understanding of the company’s business and an ability to manage the organization to
achieve the objectives and targets set by the Board of Directors. Then propose to the Board of Directors for
consideration and approval.

Guideline of Subsidiary Management

Procedure following :

  • The appointment, dismissal, and performance review of the Company legal representative, who is appointed
    to Subsidiary due to stake holding, shall be approved by the Company. The Company representative includes
    company promoter, authorized representative, director, supervisor and others.
  • To protect the Company’s rights and interests, the company representative appointed by Company shall
    exercise authorities, fulfill duties, and observe the Company’s instruction under the relevant laws and
    ordinances, articles of Incorporation, contract, ect.
  • Subsidiary shall pursue approval from the Company for matters regulated by the rule of ” Subsidiary’s matters
    reserved for Holding Company”.
  • Subsidiary shall hold business review meeting (the Meeting) regularly and invite persons designated by the
    Company to attend the meeting. Minutes of the Meeting shall be submitted to Corporate Secretary for the
    Company’s review.
  • Subsidiary shall accept regular audits from the Company. The Company can also appoint an auditor to
    conduct extra audits on Subsidiary at any time, whenever necessary.
  • Cohere with the rule of “Guideline of Managing Subsidiary Performance Reports”, Subsidiary shall submit
    relevant reports and statements to the Company regularly or upon request.
  • The policies and procedures of Subsidiary shall comply with the rule of “Guideline of Company Policies and
    Procedures Management” stipulated by the Company and shall be maintained and updated regularly.
  • When the continuity of business or the investment reason of Subsidiary is vanished, the company-dissolving
    proposal or stake-selling project shall be submitted to Corporate Planning Department and subject to the
    approval of Board of Directors.

Supervision on the Use of Internal Information

The Company sets out the policy on a supervision on the use of internal information and complies with the
policy in a strictly manner. Details of the policy can be summarized as follows:

  1. The information is provided only to relevant parties while at the same time emphasis is made to the officers to
    retain the information cautiously. If the information is required for disclosure, report or disclosure of such
    internal information can be made only by the assigned person.
  2. Notification must be made to all directors and management of the Company pertaining to their duty and
    responsibility on the internal information by not using internal information for their personal interest,
    including securities trading.
  3. Every director and management of the Company is made aware of their duty and responsibility in providing a
    report of change in securities holding by themselves, by their spouses, minority and by other parties related to
    directors and/or management, pursuant to Section 258 of the Securities and Exchange Act B.E. 1992, within 3
    days from the date of a change in holding of the Company’s securities. Such requirement is in compliance with
    Section 59 of the Securities and Exchange Act B.E. 1992. In addition, the Board of Directors sets the policy that
    all directors have to inform the change in shareholding by sending the copy of the report to the Company
    Secretary in order to inform in the next Board of Directors Meeting.
  4. Directors, management and employees in the division receiving internal information are recommended to
    avoid or suspend their trading of the Company’s securities for a period of 1 month prior to the disclosure of
    financial statements to public. These persons have to sign the acknowledgement of restrain the internal
    information.

Disciplinary penalty is determined should the policy be violated. Punishment will be determined based on the
intention of the action and the severity of such wrongdoing.

Auditor's Fee

In Year 2016, the Company and its subsidiary’s remuneration to the auditors were summarized as follows:

  1. Auditing fee to:
    • The office employing such auditor in the previous financial period totaling Baht 2,880,000.
      The Company’s remuneration to the auditors 1,495,000 Baht
      The subsidiary’s remuneration to the auditors 1,385,000 Baht
    • The person or business related to such auditor and its office in the previous financial period for auditing
      service totaling Baht 0 and no for other expense related to auditing service.
  2. The Company and its subsidiary’s fee from other services were derived from such expenses as
    document delivery, traveling expense and other expenses etc., to the following parties:
    • The office employing such auditor in the previous financial period totaling Baht 27,391.
      The Company’s fee from other services 15,135 Baht
      The subsidiary’s fee from other services 12,256 Baht
    • The person or business related to such auditor and its office in the previous financial period totaling
      0 Baht