Authority and Duties of the Board of Directors and Subcommittees

Corporate Governance

Board of Directors and Subcommittees

The Board of Directors

The Company's Board of Directors is composed of the persons who are qualified in their knowledge, skills, and expertise in different fields. They play an important role not only in setting visions, missions, strategies, policies, and business directions for the Company, but also in supervising, auditing and assessing the Company's operating performances to comply with the applicable laws and to be in accordance with corporate plans, objectives, Articles of Association and resolutions of the shareholders' meetings for the close-knit monitoring and follow-up of the operation.

Current Board of Directors

Mr. Veerayooth Bodharamik* Chairman of the Board of Directors
Dr. Soraj Asavaprapha* Director, Chairman of the Executive Committee and Chief Executive Officer
Dr. Karl Jamornmarn Independent Director, Chairman of the Audit and Corporate Governance Committee and Member of the Remuneration and Nomination Committee
Mr.Yuthasak Supasorn Independent Director, Member of the Audit and Corporate Governance Committee and Chaiman of the Risk Management for Sustainable Development Committee
Mr. Chatchai Payuhanaveechai Independent Director, Member of the Audit and Corporate Governance Committee and Chairman of the Remuneration and Nomination Committee
Mr. Pasucha Veerakijakarn Director and Member of the Remuneration and Nomination Committee
Mrs. Nitt Visesphan * Director

Remarks : * Authorized signatory director and executive director

Information on Roles of the Board of Directors

Information on Roles of the Board of Directors Authority and Duties of Chairman of the Board of Directors

The Chairman of the Board of Directors is appointed by the Board of Directors as their chief to perform the following duties:

To preside over the Board of Directors' meeting and conduct the meeting according to the agenda item sequence, in compliance with the Company's Articles of Association and the applicable laws, encouraging all members of the Board of Directors to discuss and exchange ideas and opinions independently with concern for all the stakeholders and due circumspection for the optimum benefit of the Company; the Chairman of the Board of Directors also has the duty to conclude the meeting resolutions clearly for further actions.
To preside over a shareholders' meeting and act as the chairman of the meeting, conducting the meeting according to the agenda item sequence, in compliance with the Company's Articles of Association and the applicable laws by appropriately allocating time for each agenda item, providing the shareholders with opportunities to express their opinions equitably and ensuring that those questions are properly responded.
To perform any duty, specified by law as the duty to be performed by the Chairman of the Board of Directors.

Authority and Duties of the Board of Directors

To determine visions, missions, policies and business directions and strategies for JAS Group and annually conduct a review thereof.
To oversee good corporate governance, internal control system, and internal audit of the Company to be appropriate and in line with the applicable laws, business ethics and relevant rules and regulations of the regulatory agencies of the public limited companies in order to minimize risks pertaining to frauds, illegal actions and abuses of power as well as to develop the principles of good corporate governance, internal control system and internal audit further for sustainability.
To monitor the implementation of business as well as risk management strategies, requiring that the operating results and the risk management work of the Company and its subsidiaries be reported on a regular basis.
To oversee the Company's financial report preparation and financial disclosures to be accurate and adequate in accordance with the regulations and accurate practice guidelines.
To approve the establishment, merger or dissolution of a subsidiary.
To consider appointing the persons, deemed qualified and nominated by the Remuneration and Nomination Committee to replace the directors, retiring by rotation and to determine the remuneration thereof that has passed the consideration of the Remuneration and Nomination Committee and further propose these issues to the shareholders' meeting for approval.
To consider appointing a person to a director position in case that vacancy arises due to any reason other than retirement by rotation.
To consider the appointment of the subcommittees to enhance and support the performance of the Board of Directors and define their authority and roles;
To consider appointing the person whom the Remuneration and Nomination Committee has deemed Qualified to be the Chief Executive Officer.
To consider the appointment and the removal of the Corporate Secretary.
To encourage the employees to be conscious of morality and ethics and aware of the importance of risk management and the Anti-Corruption Policy and to develop them to become a sustainably integral part of corporate culture.
To be responsible for equal treatment of the shareholders and oversight of information disclosure to be accurate, standard and transparent for investors in general.
To constantly develop knowledge, skills and competency to enhance performance efficiency as a director by taking courses or participating in seminars that are beneficial to the execution of the Board of Directors' duties.
To perform duties, for the optimum benefit of all stakeholders, with accountability, prudence and honesty in compliance with the applicable laws, relevant rules and regulations of the regulatory agencies of the public limited companies, the Company's objectives, Articles of Association, the resolutions of the meetings of the Board of Directors and the shareholders.

In performing duties, the Board of Directors may seek opinions from independent advisors or any professional counselors as it is deemed necessary and appropriate.

Authority and Duties of the Chief Executive Officer

The Chief Executive Officer supervises and monitors the work of the President and the Management of the Company and determines their remuneration and other benefits. It is the duty of the Chief Executive Officer to consider and approve the Company's business plans and adjust them to be in accordance with business conditions.

He is authorized to approve a normal business transaction* of the value not exceeding Bt 100 million to optimize the Company's business management and operation to meet the objectives, in line with the policies and business plans established by the Board of Directors. Whereby, the approval for such business transaction does not include the transaction in which the Chief Executive Officer or any person, who may have conflicts of interest as per definition set forth in the Notifications of the Office of Securities and Exchange Commission (the "SEC") and/or the Stock Exchange of Thailand (the "SET"), has in any other way with the Company or its subsidiaries.

Remarks * Normal business transaction refers to trading transaction normally undertaken by a listed company or a subsidiary for the purpose of operating business (Source of Definition: Document of the SET No. BorJor. (Wor.) 47/2547, dated 21 July 2004 Re: Amendment to the Rules on Connected Transactions of the Listed Companies)

Authority and Duties of the President

Authority and Duties of the President The President has the duty to supervise and manage the Company's operation, apart from carrying out his own day-to-day work in a normal course of business for the benefit of the Company under the scope of authority and duties as determined by the Chief Executive Officer as follows:

The President is entrusted with the duty to supervise and manage the Company's operation in addition to carrying out his own day-to-day tasks in a normal course of business for the benefit of the Company in accordance with the Company's objectives, Articles of Association, rules, resolutions, policies, plans, and budgets approved by the Board of Directors' meeting under the framework of the applicable laws and the scope of authority as determined by the Chief Executive Officer.
The President is specifically granted the authority to approve the transactions entered by the Company as the borrower, the lender, the guarantor, the purchaser, the contractor, or the hirer of work and other transactions in the normal course of business of the value not exceeding Bt 20 million. Nevertheless, for this purpose, the President may consider authorizing an individual person to act on his behalf in undertaking a transaction as specified above under his scope of authority.

The above-mentioned authority does not include the entering into the transaction in which the President or a person who may have conflicts of interest, as per definition set forth in the Notifications of the SEC and/or the SET, has in any other way with the Company or its subsidiaries.

The Subcommittees

The Board of Directors of the Company has established the subcommittees to supervise and monitor the Company's operations. At present, the Company has 4 subcommittees, namely the Audit and Corporate Governance Committee, the Remuneration and Nomination Committee, the Committee of Risk Management for Sustainable Development and the Executive Committee. The names of the members of each subcommittee together with the scope of authority and duties are as follows:

Audit and Corporate Governance Committee

The Audit and Corporate Governance Committee of Jasmine International Public Company Limited is composed of 3 independent directors, appointed by the resolution of the Board of Directors. All are well qualified with knowledge, expertise and experiences in management. The Committee has adequate number of independent directors who are specialized and experienced in finance and accounting; thus, it is assured that the review of the reliability of the Company's financial statements shall be properly carried out as required by the Office of the Securities and Exchange Commission (the "SEC") and the Stock Exchange of Thailand (the "SET").

Current Audit and Corporate Governance Committee

Dr. Karl Jamornmarn Independent director, Chairman of the Audit and Corporate Governance Committee
Mr. Chatchai Payuhanaveechai Independent director and Member of the Audit and Corporate Governance Committee
Mr.Yuthasak Supasorn Independent Director and Member of the Audit and Corporate Governance Committee

Authority and Duties of the Audit and Corporate Governance Committee

Authority of the Audit and Corporate Governance Committee

In performing duties, the Audit and Corporate Governance Committee has an authority to access information of the Company with kind cooperation given by all the management involved. The Committee also has an authority to audit and investigate relevant person (s) for more information clarity. The exercise of such authority of the Audit and Corporate Governance Committee shall be within the scope of authority and duties prescribed for the Audit and Corporate Governance Committee.
In case of necessity and for the benefit of the Audit and Corporate Governance Committee's consideration and provision of opinions on the Company's operations, the Audit and Corporate Governance Committee has an authority to seek independent opinions from specialists of any particular fields at the Company's expense.

Duties of the Audit and Corporate Governance Committee

1. To review the Company's financial reporting to ensure its accuracy and adequate disclosure by coordinating with the external auditor and the management members who are responsible for preparing the quarterly and the annually financial reports; to this regard, the Audit and Corporate Governance Committee may suggest that the external auditor review or examine any transaction that they have found and deemed necessary and significant while auditing the Company's accounts. In addition, the Audit and Corporate Governance Committee has a duty to have a meeting with the external auditor without the participation of the management at least once a year.

2. To review the Company's risk management measures and system, internal control system and internal audit system to ensure their appropriateness and effectiveness in addition to considering the independence of the Office of Internal Audit, approving the appointment, the removal, the transfer, the promotion and the termination of the Head of the Office of Internal Audit as well as the heads of other departments who are responsible for internal audit.

3. To review the Company's compliance with the Securities and Exchange Act, the regulations stipulated by the SEC, the SET and the applicable laws.

4. To consider the selection and the nomination of an independent person to be the Company's external auditor and to propose the remuneration thereof, taking into account credibility, volume of audit assignments and experience of the person assigned to audit accounts of the Company; and also, to consider the termination of the Company's external auditor.

5. To consider the disclosure of information of the Company in case that there is a connected transaction or a transaction that may lead to a conflict of interest to ensure its compliance with laws and regulations stipulated by the SET, reasonableness of information disclosed and optimum benefit of the Company.

6. To prepare the Audit and Corporate Governance Committee's report to be disclosed in the Form 56-1 One Report of the Company; the report must be signed by the Chairman of the Audit and Corporate Governance Committee and include at least the information as follows: -

6.1 The opinion on accuracy, completeness, reliability, and adequate information disclosure of the financial reports of the Company

6.2 The opinion on adequacy of the Company's internal control system and internal audit

6.3 The opinion on compliance with the Securities and Exchange Act, the regulations stipulated by the SET or the applicable laws.

6.4 The opinion on appropriateness of the external auditor

6.5 The opinion on a transaction that may have conflicts of interest.

6.6 The number of the meetings of the Audit and Corporate Governance Committee and the meeting attendance of each member of the Audit and Corporate Governance Committee

6.7 The opinions or the overall remarks the Audit and Corporate Governance Committee obtained while performing duties as prescribed by the Charter of the Audit and Corporate Governance Committee

6.8 Other pieces of information deemed appropriate to acknowledge the shareholders and investors in general under the scope of duties and responsibilities granted by the Board of Directors

7. To oversee compliance with Corporate Governance Policy of the Company as detailed below:

7.1 To set out a Corporate Governance Policy that is appropriate for the Company as well as business code of conduct under the framework of the applicable laws, rules, and regulations of the regulatory agencies such as the SET and the SEC, relevant agencies and international standard practice guidelines for good corporate governance and propose them for the Board of Directors' approval.

7.2 To provide the Company's directors and executives with advice and to supervise them on their performing of duties and taking of responsibilities to align with the Corporate Governance Policy for pragmatic results and appropriate continuity of compliance as expected by the shareholders and the stakeholders.

7.3 To propose the regulations and practice guidelines on ethics, business codes of conduct, including the codes of conduct for directors, executives, and employees.

7.4 To prepare the annual corporate governance assessment result report in which stated the opinions and the recommendations for any improvements as deemed appropriate for the acknowledgment of the Board of Directors, the shareholders, and general investors.

7.5 To consider revising and updating the Company's Corporate Governance Policy and Business Code of Conduct at least once a year to ensure their alignment with international-standard practice guidelines, laws, rules and regulations as well as current businesses of the Company.

8. To oversee the compliance with the Anti-Corruption Policy of the Company as detailed below:

8.1 To set the policy and practice guidelines on anti-corruption of all forms to ensure that the Company has in place its principles on good governance in business operation with respect to relevant laws, rules, regulations, and stipulations.

8.2 To review the anti-corruption procedures to ensure the Company's compliance with the guidelines, stipulated by the Thai Private Sector Collective Action Coalition against Corruption (CAC); and also, to review the self-assessment form for developing the anti-corruption system, verified and provided opinions thereon by the Office of Internal Audit for further application for or renewal of the certification of the membership of the CAC.

8.3 To encourage and support the stakeholders to cooperate with the Company in complying with the Anti-Corruption Policy.

8.4 To prepare the annual audit result report on risk assessment as regards corruption in which stated the opinions and the recommendations for any improvements as deemed appropriate for the acknowledgment and consideration of the Board of Directors on a quarterly basis

8.5 To consider reviewing and updating the Company's Anti-Corruption Policy and practice guidelines on anti-corruption at least once a year to ensure their alignment with international-standard practice guidelines, laws, rules, and regulations as well as current businesses of the Company.

9. To perform any other task assigned by the Board of Directors with the consent of the Audit and Corporate Governance Committee.

The Audit and Corporate Governance Committee serves a 3-year term. In case of vacancy for any reason other than the expiry of the committee member's term, the Board of Directors shall appoint a qualified person to fill in the vacancy so as to maintain the number of the members of the Audit and Corporate Governance Committee as per the approval of the Board of Directors. The new member of the Audit and Corporate Governance Committee shall retain his/her office only for the remaining term of the office of the member of the Audit and Corporate Governance Committee whom he/she replaces.

Remuneration and Nomination Committee

Appointed by the Board of Directors, the Remuneration and Nomination Committee is responsible for the recruitment, the selection, and the nomination of the persons, possessing knowledge, expertise, and qualifications suitable for being appointed as directors, members of the subcommittees and the Chief Executive Officer of the Company. In addition, the Remuneration and Nomination Committee has a duty to draw up for the consideration of the Board of Directors the policy on the benefits as well as the guidelines on the payment of remuneration, gratuities and other benefits for the Board of Directors, the subcommittees and the Chief Executive Officer of the Company, principally taking into account the duties and responsibilities of the Directors, the Company's operating results and current market conditions. The Remuneration and Nomination Committee of the Company comprises 3 directors as detailed below: -

Current Remuneration and Nomination Committee

Mr. Chatchai Payuhanaveechai Independent director, Chairman of the Remuneration and Nomination Committee
Dr. Karl Jamornmarn Independent director, Member of the Remuneration and Nomination Committee
Mr. Pasucha Veerakijakarn Member of the Remuneration and Nomination Committee

Authority and Duties of the Remuneration and Nomination Committee

In respect of remuneration determination, the duties and responsibilities of the Remuneration and Nomination Committee are as follows:

To set a policy on and the criteria for the remuneration and the benefits of the Board of Directors, the subcommittees and the Chief Executive Officer and propose to the Board of Directors, taking into consideration remuneration rates as determined by leading companies of the same industry; previous performances, experiences, roles and scope of duties as well as responsibilities of the directors in the Board of Directors and the subcommittees and the Chief Executive Officer; business expansion; financial position ; the Company's operating results; including the alignment with the Company's strategies and long-term goals. The remuneration of the Company's directors shall be proposed annually for the shareholders' approval by the Board of Directors.
To determine the remuneration of the Board of Directors, the subcommittees and the Chief Executive Officer based on their duties, responsibilities, and the extent of their performances that meets the strategic plans, long-term and short-term work plans of the Company.
To consider and allocate securities offered by the Company in any securities offering project to the Company's directors and employees with respect to terms and conditions related to such securities offering (if any).
To perform any other task assigned by the Board of Directors.

In respect of nomination, the duties and responsibilities of the Remuneration and Nomination Committee are as follows:

To set the selection criteria and the qualifications of a person who shall assume the position of director in the Board of Directors and the subcommittees and the position of the Chief Executive Officer.
To select and consider nominating a person whose qualifications are deemed appropriate for business strategies of the Company for the Board of Director's consideration to appoint to the position of director in the Board of Director and the subcommittees, including the position of the Chief Executive Officer of the Company.
To determine the criteria for the Company's succession plan and prepare it accordingly. In considering a successor to the position of the Chief Executive Officer and other significant management as well as business operation positions, it is required that the qualifications of the talent be in accordance with the foregoing established criteria so that the Company can appropriately develop them to be ready for an immediate or a 3-year period succession. The succession plan shall be reviewed on a yearly basis.
To perform any other task assigned by the Board of Directors.

Authority of the Remuneration and Nomination Committee

The Remuneration and Nomination Committee shall directly report to the Board of Directors.
The Remuneration and Nomination Committee has an authority to invite the management or any other concerned parties to attend its meetings, to provide them with opinions and relevant information, to explain the concerned subjects or to support them with relevant documents as deemed necessary.
The approval for the authority of the Remuneration and Nomination Committee does not include the authority to approve any transaction in which the Remuneration and Nomination Committee member or any person related to him, has an interest or a conflict of interest in any other way with the Company as per the regulations set forth by the SET. However, provided that such a case occurs, it shall be proposed to the Board of Directors' meeting and / or the shareholders' meeting for consideration and approval, to be in line with the Company's Articles of Association.

The Committee of Risk Management for Sustainable Development

The Committee of Risk Management for Sustainable Development has been appointed by the Board of Directors to perform its duties under the scope of authority and responsibilities as approved by the Board of Directors. At present, the Committee of Risk Management for Sustainable Development comprises 4 members.

Current Risk Management for Sustainable Development Committee

Mr.Yuthasak Supasorn Independent Director and Chaiman of the Risk Management for Sustainable Development Committee
Mr. Supakorn Supukporn Member of the Risk Management for Sustainable Development Committee
Mr. Tanadol Bodharamik Member of the Risk Management for Sustainable Development Committee
Ms. Vorraphan Chunpen Member of the Risk Management for Sustainable Development Committee

Authority and duties of the Committee of Risk Management for Sustainable Development

In respect of risk management, the duties and responsibilities of the Committee of Risk Management for Sustainable Development are as follows:

To set the policy, goals, and framework of risk management and to manage for the Company to have a clear and continuous risk management system for efficient mitigation of key risks.
To be watchful of potential risks, to devise risk management strategies, to take action in, to lend support to and to promote the risk management for its success organization wide.
To check, follow up, monitor and appropriately evaluate the risk management performances; and also to regularly revise the action plans to always remain efficient for mitigating risks to an acceptable level, with emphasis placed on advance alarm signals and irregularities.
To be responsible for managing risks pertaining to corruption.
To regularly report to the Board of Directors on issues that need improvement to be in line with the policies and the strategies set forth by the Company.
To review and update the Charter of the Committee of Risk Management for Sustainable Development and the Risk management Policy and propose them to the Board of Directors for consideration and approval.
To perform any other task assigned by the Board of Directors.

In Respect of Sustainable Development, the duties and responsibilities of the Committee of Risk Management for Sustainable Development are as follows:

To set the policy and the goal of work as regards sustainability development and to draw up overall sustainability development plans for the entire JAS Group in alignment with the Sustainable Development Policy and business strategic plans of JAS Group.
To encourage and support personnel at all levels across the organization for their cooperation and work in accordance with the sustainability development plans.
To oversee the sustainability development work and accordingly provide advice and recommendations relating to economic, social, and environmental dimensions for long-term sustainable business growth.
To monitor sustainability development performance against the indicators prescribed by law and to give advice on reporting data that are related to sustainable development.
To provide recommendations for the preparation or the review of the policies that are related to sustainable development of the organization such as the environmental-related policies, the risk management policy, the human rights policy, and other relevant policies.
To review and update the Charter and the Policy on sustainable development and propose them to the Company's Board of Directors for consideration and approval.
To perform any other task assigned by the Board of Directors.

Executive Committee

The Company's Executive Committee comprises 2 members as follows:-

Current Executive Committee

Dr. Soraj Asavaprapha Chairman of the Executive Committee
Ms. Vorraphan Chunpen Member of the Executive Committee

Authority and Duties of the Executive Committee

To supervise the Company and its subsidiaries to implement their established policies, business directions and strategies to be in accordance with the policies of the Board of Directors.
To supervise and monitor the performances of the Company and its subsidiaries and to follow up them accordingly.
To set out investment policies and supervise the investment of the Company and its subsidiaries to be appropriate;
To consider approving normal business transactions, including the transactions as per Items No.1-3 above, of the value not exceeding Bt 500 million for the interests of the management and the operation of the Company's business and to ensure the achievement of business objectives as well as the compliance with the policies, established by the Board of Directors. Nevertheless, such approval is not allowed for the case whereby the transactions entered into by members of the Executive Committee or any person who may have conflicts of interest as per the definition set forth by the SEC and / or the SET, have interests or conflicts of interest in other manners with the Company or its subsidiaries;
To consider assigning a proxy to attend the shareholders' meetings organized by the companies whose shares are held by the Company and to determine the Company's votes for each agenda item to be considered at each shareholders' meeting.
To consider with prudence the investment of JAS Group in new businesses and propose to the Board of Directors for consideration.
To perform any other task assigned by the Board of Directors.

The Executive Committee reports directly to the Board of Directors.