บรรษัทภิบาล
กฎบัตรคณะกรรมการ


กฎบัตรคณะกรรมการ 1

The Charter of the Board of Directors of the company

A.L.T. Telecom Co., Ltd.

 

Charter prepared by ALT Telecom Co., Ltd., And the Board of Directors will review and assess this charter annually.

 

The Purpose

The Board of Directors of the company are appointed by the shareholders and is representative of the shareholders are important in making decisions about the policy and the key strategy of the Company and the administrator to make sure that management policies and strategies that follow the defined, it has an important role to ensure the create value to the business as well as create a return on your investment to shareholders.

 

Composition and appointment of directors.

  1. The selection of the person who will be the President of the company will be selected through the selection from the Board of Directors of the Nomination and Remuneration which will consider the rules properties under section 68 of the Public Limited Companies Act B.E.2535 and in accordance with the Notification of the Securities and Exchange Commission and/or the relevant laws in addition to the Selection Committee members from qualified persons with the base and the expertise from multiple sides, which contributes to the performance of the company in the Comments on in the view of the direct experience with a vision far with integrity and ethical conduct has a history of a transparent and have the ability to display the comment as independent and then apply the list to propose to the meeting of shareholders to consider the appointment.
  2. The Board of Directors consists of the directors of not less than 5 people and managing director of not less than one-half of the total number of directors must have a place of residence in the Kingdom and members of not less than three-fourths of the total number of all will be of Thai nationality and in a number of the Board of Directors shall consist of the independent directors at least 1 in 3 of the total number of directors of the company but must not be less than 3 people by the appointment of the company must be approved by the meeting of shareholders in accordance with the rules and procedure as follows.
    1. Shareholders who are the same as the total number of shareholders holding their multiplied by the number of members of the Election Commission.
    2. Shareholders each person will use the votes are all available in accordance with Article 1. The election of one or more of the directors. In the case where the Election of many people as a director, divide the voting results to anyone how much.
    3. The person who has received the highest votes in order to be elected as directors as the number of directors who just have or rely on the election in that time in the case of a person who has been elected in the next order to be equal to the total number of directors to be just or rely on the election in that time to be the President is a casting vote.

 

In addition to annual ordinary general meeting, from the position 1 in 3 if the number of Directors will not be divided up into a number, the number of closest to the ratio of 1 in 3 directors who out of the position for the most is the out of position. The directors who are retired by it may be re-appointed.

 

If director position is vacant for reasons other than the expiration of term, the committee members, select the person that features but do not have the prohibited characteristics of the brand of 68 Public Company Act B.E.2535 and/or the relevant laws as a director at the next board meeting except the agenda of the remaining members of less than 2 months the person as a director instead it is in the position of only the agenda for the remainder of the term of the replaced and the resolution of the Board of Directors, with the votes of not less than 3 in 4 of the remaining.

 

The properties of the Board of Directors of the company

  1. Have the qualifications and shall not have the prohibited characteristics because according to the law on securities and stock exchange or in accordance with the rules prescribed by the Office of the SEC and do not have the appearance of a lack of appropriate to be trusted to manage the business is a public company limited the Shareholders as to really appreciate the set (Attachment 1).
  2. There is a unique opportunity to experience and that is useful to the conduct of business and the Business Ethics.
  3. Can be used at its sole discretion and in a straightforward manner as independent from the management and the group that the other interests.
  4. Can Devote Time to the company and pay close attention to the performance of duties under their responsibility.
  5. Do not include a good condition and the same as the competition with the business of the company or to become a partner in the ordinary partnership or a partnership does not limit the liability in a partnership or limited as a director of a private company or another company that consists of activities which are in good conditions with the same and is actively involved with the business of the company is not sure that it will be helpful to or for the benefit of other, unless the notice to the meeting of shareholders prior to the resolution of the appointment.

 

The Power to the responsibilities of the Board of Directors

The Board of Directors shall have the powers and duties and responsibilities to manage the company in accordance with the laws, the objectives and regulations of the company as well as the resolution of the meeting of shareholders to comply with the law by the summary powers and duties and responsibilities.

  1. Have the powers and duties of the force of the Company which include the care and manage company, in accordance with the law. The purpose of the force and the resolution of the meeting of shareholders.
  2. Define the Vision Mission strategic objectives and the policies of the company.
  3. The approval of the Strategy an important policy objectives and goals of the business to manage the financial assets to raise funds and risk management of the company as well as monitor compliance to the program that is effectively.
  4. Consider the companys items that need to be presented to the shareholders for consideration and approval in the shareholders meeting with the main agenda in the Annual General Meeting of Shareholders as follows.
  • Consider the report of the Board of Directors proposed to the meeting to display the results of the operation of the company.
  • To consider and approve the financial statements.
  • Consider the allocation of profit the company.
  • Offered a list of new directors to replace the directors ever to be retired by.
  • The submission of the list of Auditor and determine the remuneration of the Auditor.
  • Consider the items that may cause conflict of interest in the present that must obtain approval from the shareholders.
  • Other matters.
  1. To have the report general information and the financial statements of the Company to report to the shareholders and hold the interest or the general investors correctly late. According to the laws that define the.
  2. Acknowledge the Report of the division or the authority of the internal audit and the auditor and consultant of the company to set guidelines in the event of a defect found that is the material.
  3. Set the rules clear performance and appropriate the internal control and transparent Performance.
  4. Review enough and the suitability of the internal control system and risk management of the company.
  5. To have the process of creating the top executive of the Company. The replacement (succession plan.
  6. Consider the Assessment of the Board of Directors and the sub-committee of the assembly as well as supervise the company has a process that is effective in the evaluation of senior management.
  7. The appointment of the review and approval of the information about the powers and duties of the Audit Committee.
  8. Determine the management structure has the power to appoint the Executive Committee, the Director and the sub-committee by others as well as the scope of powers and duties of the Board of Director and the sub-committee of the appointment to help and support of the Board of Directors of duly authorized by the scope of authority that they must have a proxy to the Board of Directors The Director and the sub-committee of the unit that can be considered and approved the items that may be damaged or have a conflict of interest of any other with the consideration and approval.
  9. Determine and change the name of the Committee has the power to bind the Company.
  10. The appointment of any one or more of the people or another person one of the Board of Directors of the company as a proxy for the authorized it must have the authority to approve the person or people that may have a conflict (the "People that there may be a conflict", have the meanings set out in the announcement of the Board of Directors with the Securities and Exchange Commission) or there may be a conflict of interest in any other manner with the Company or its subsidiaries, unless the following will take place when the approval from the shareholders meeting before assigned to the list that the committee members or the person who may have a conflict of interest or there may be a conflict of interest to the Company or its subsidiaries, the committee members who have an interest in the subject does not have the right to vote in that matter.
    1. About the law to be the resolution of the meeting of shareholders.
    2. The Board shall have the interests and is in the mesh that the laws or regulations of the Stock Exchange must be approved by the general meeting of shareholders.
    3. There is also in the following cases will need to be approved by the Board of Directors Meeting and the meeting of shareholders by the votes of not less than 3 in 4 of the total number of votes of the shareholders attending the meeting and having the right to vote.
  • The sale or transfer of the business of the Company all or some of the
  • most important to other people.
  • To edit or to terminate the contract on the lease of the business of the
  • company as a whole or a major part of the assigned to other people to manage the business of the company or the merger with another person with the objective will be split into a loss.
  • The issuance of new shares to pay to the glare of debt of the company by project conversion of debt capital.
  • To reduce the shares of the company by reducing the number of shares or reduce the stock value.
  • The capital increase of capital decrease of the merger or company
  • Any other matters in accordance with the law.

 

Depending on which board or there is a conflict of interest with the company directors who have interests or there is a conflict of interest that does not have the right to vote in that matter.

 

In addition, the Board of Directors has the scope of duties in the company to ensure compliance with the law on securities the requirements of the Stock Exchange such as the connected transaction, or the property in accordance with the rules of the Stock Exchange of Thailand or in accordance with the Notification of the Securities and Exchange Commission of the Corporate Governance Committee the capital market or laws relating to business of the company.

 

The meeting of the Board of Directors

  1. To send a meeting invitation: the secretary to the Board of Directors to create the invitation to the meeting of the board by each meeting with the date and time the location and the agenda of the meeting in a clear and shipping documents to the Audit Committee and the meeting participants in advance with the time for a period of not less than 7 days to have time to consider the matters or request for information to consider the complete and clear.
  2. The number of times the meeting: The meeting of the Board of Directors of the company for the meeting at least every 3 months, but the situation and the needs. In the case where a member at least 2 people can request to a meeting of the company must be held the Board of Directors Meeting within 14 days from the date of the receipt of the request.
  3. Participants: The Board of Directors shall have no less than half of the total number of directors by Board of Directors can invite the sub-committee executive, check the external and internal auditors of the company to join the meeting as necessary and appropriate.
  4. Voting: use the majority is the resolution of the meeting by a majority of votes. Case and can not be awarded to the Chairman of the can voice out 1 audio to score is the judge. The case which is considered in relation to any member of the interest in the subject must be Abstain on it.
  5. The report to the meeting: the secretary of the board of directors as a record of the meeting because the members of the board to attend the meeting must have the responsibility to make decisions and if the directors you have feedback is different from the director you or another Abstain must save the comments. To display the extent to which the responsibility of the Company to report to the Board of Directors Meeting to be completed within 14 days from the date of the meeting and stored at the headquarters. In the case where a member has requested the company must be a shipment of the meeting.

 

Announced as at January 20, 2015.

Approve

 

Mr. Anan Vorathitipong

 (Chairman of the Board of Directors of the Company)

กฎบัตรคณะกรรมการ 2

The Charter of the Board of Directors

A.L.T. Telecom Co., Ltd.

 

Charter prepared by ALT Telecom Co., Ltd., And the Board of Directors will review and assess this charter annually.

 

The Purpose

The Executive Committee is appointed by the Board of Directors to manage and control the business operations of the company assigned to it by the Board of Directors,

 

The components and features.

  1. The Board of Directors does not need to be a Board of Directors of the company.
  2. The Board of Directors consists of the board of directors of not less than 4 people, but not more than 10.
  3. The appointment of directors to be through the process of the Nomination Committee of the company must be history details, education and experience in the accounting profession of the person in order to benefit from the decision of the Board of Directors of the company.
  4. The Chairman of the Executive Committee as a director of which the scope of authority and responsibility to comply with the law, the Director.

 

The features of the Board of Directors, Management

  1. Directors must be a person who has a unique opportunity to have the Integrity is the Code of Business Ethics and have enough time to devote a unique opportunity to and follow the page to the company.
  2. Have the qualifications and are not prohibited by law that with a public limited company laws and other related.

The powers and duties and responsibilities of the Board of Directors

  1. To consider and determine the target and the business plan of the Company Operations Compliance of the company according to the vision, mission strategies and policies of the Board of Directors the Legal Terms rules and regulations of the company.
  2. Set the direction of the operation of the development and to expand the business to the vision, mission strategies, policies and resolutions of the Board of Directors.
  3. The appointment of the management company to perform the duties according to the position unless the executive management must obtain prior approval from the Board of Directors of the Company can be authorized to any person to perform the override in any thing that is in the duties and responsibilities as the Board thinks fit management.
  4. Define the rules of employees of the company is not contrary to or inconsistent with the regulations and related laws.
  5. Consider the approval of the structure and Salary Structure and other benefits of employees as well as approved by the management structure from the division level down to
  6. To consider and approve the annual budget and track the performance according to the policy and goals, the Department of the budget has been approved the bonus award and the employee benefits of the other to create the morale employees.
  7. Take care of the company have a system of internal controls at the appropriate strength.
  8. To consider other matters as assigned by the Board of Directors.
  9. The power to make decisions in the operation of the company by defining the scope the type or size of the business objectives guidelines and policies of the company within the scope of power that have been assigned as well as compliance and overall performance productivity the relationship with the customer and must be responsible to the Board of Directors.
  10. To consider the investment expansion including trade fixed assets of the company to propose to the Board of Directors of the company.
  11. There is of the heart of the action and display as the representative of the business to a third party in the business and is useful for the business.
  12. Consider the matter to raise funds for the company to present to the Board of Directors of the company.
  13. To approve the appointment of the consultant, necessary to the performance of the business.
  14. Business related to the management of the business.
  15. To consider and approve the action plan for each department of your company and to consider and approve the request from the Department of the company that exceed the power of the task.
  16. The powers and duties of the Board of Directors is the Executive Committee may assign and define the powers and duties to the Executive Committee each person can be performed within the scope of authority in accordance with article 3, Executive Committee will be responsible for the assigned task. It directly to the Board of Directors of the management.
  17. The Chairman of the executive to perform according to the functions and responsibilities of the above in an efficient and effective.

This is the power to perform the above do not include the authority to the Chairman of the executive can approve the item or the person who may have a conflict of interest or there may be a conflict of interest in any other manner with the Company or its subsidiaries and does not include the actions on the list of connected transactions and the item is sold to the assets of the listed company in accordance with the laws of the Stock Exchange and the company will need to follow the rules and regulations of the Stock Exchange of about it. In addition, the authority of the above do not include any other matter that the regulations of the company must obtain approval at the meeting of shareholders.

 

Managing meetings

The Board of Directors will be held or meeting request as appropriate.

 

Announced as at January 20, 2015

Approve

 

Mrs.................................

(Chairman of the Executive Board)

กฎบัตรคณะกรรมการ 3

The Charter of the Director

A.L.T. Telecom Co., Ltd.

 

Clench the authority and responsibility of the Director

  1. Compliance with the law as well as the law on securities and stock exchange announcement of the Securities and Exchange Commission announced the Corporate Governance Committee the capital market and the announcement of the Stock Exchange announcement of any other rules and/or regulations, and the resolution of the meeting of shareholders and the Board of Directors Meeting of the company.
  2. Management Performance and regular work as normal business for the benefit of the company to be in line with the policy vision of the target business plans and budgets that are defined by the Board of Directors Meeting of the company.
  3. Managing the performance of the company to the main mission (mission) assigned by the Board of Directors to ensure compliance with business plans and budget of the Company and the strategy to execute the related business as assigned by the Board of Directors.
  4. Supervise the action the financial market for people management and the other performance overall according to policy and the performance plan of the company as defined by the Board of Directors.
  5. Have the power to appoint the employment migration release. Termination. Set the rate of pay compensation for an employee of the company can appoint a proxy to perform the instead.
  6. Gratuities adjust salary paid the bonus payment in addition to regular bonus of company employees from Vice President To.
  7. Negotiate and sign in the contract and/or any transaction on the normal business operations of the company by the credit limit for each list according to the defined in the power through the approval of the Board of Directors of the company.
  8. The regulations posted and record within the company so that the performance of the company in accordance with the policies and to the benefit of the company as well as discipline within the organization.
  9. Have the power to determine the terms of trade for the benefit of the company.
  10. To consider the investment in new business or to disable the business for presentation to the Board of Directors and/or the board of directors of the company.
  11. Approval and appoint the ways that are required to perform the.
  12. Follow the page that have been assigned by the Board of Directors of the company has the power to take any action necessary to perform the duties.
  13. To have the authority to authorize the range and/or assigned to other people working for a particular instead of by the empowerment of the range and/or such assignments within the scope of the empowerment of the attorney, and/or to the requirements or the command that the Board of Directors of the company has set up the assigned the authority and responsibility of the director of the Board of Directors shall have the authority delegated or range that the Director or the authorized representative of the director can approve the item or the person who may have a conflict (as defined in the notification of the Securities and Exchange Commission or the Corporate Governance Committee The Capital Market) may have interests or may be useful in any manner or there may be a conflict of interest of any other with the company except for the post approval list that in accordance with the policies and rules that the meeting of shareholders or the Board of Directors set aside to consider and approve.

 

Announced as at January 20, 2015.

Approve

Mr. Anan Vorathitipong

(Chairman of the Board of Directors of the Company)

กฎบัตรคณะกรรมการ 4

The Charter of the Audit Committee
A.L.T. Telecom Co., Ltd.

The rules of the card is provided by the Company and the อ, Telecom Limited. The Audit Committee of the company will review and evaluate the charter this is every year and present what should be revised to the Board of Directors for consideration and approval.

 

The Purpose

The Audit Committee The Board of Directors is a subset of the Board of Directors are appointed to help alleviate the mission of the Board of Directors on the job and to have a system Good Corporate Governance Committee was formed to mosquito net hope to enhance the efficiency and add value to the organization in the following.

  1. The confidence in the reliability and transparency of the financial reports that have been published. 

  2. Be careful of in the performance of duties of the Committee to add more with the Audit Committee will consider the responsibility of yourself.

    1. To report the Financial Information.
    2. To select a policy to a suitable account.
    3. Financial Management.
    4. The Internal Control and Internal Audit.
    5. Compliance with the requirements.
    6. To manage and control the business risk.
    7. Recommendations for the appointment of the evaluation of the Auditor. 

  3. Facilitate the opportunity for the Board of Directors to consider other matters in addition to the financial reports and internal control systems in-depth and increase performance on the management in the other side.
  4. The strength of the role and the powers of the directors from outside the.
  5. Gain a better understanding of the Directors About the scope to check that it is assigned.

 

In the performance of duties of the Audit Committee will be required to maintain the working relationship with. The Board of Directors Executives as well as external auditors and internal auditors of the Company and to effectively managing director, check each of you need to develop and maintain your skills and knowledge as well as understanding of the responsibilities and understand the business and damage of the company.

The component and the appointment of directors and the Audit

  1. The Board of Directors is appointed by the Board of cloves by the selected from the independent directors The Board Check It must be at least 3 people. 

  2. The independent directors who are appointed to the Audit Committee must have the qualifications as prescribed by the laws of the Office of the SEC and/or the Stock Exchange of Thailand set by at least 1. You should have a unique opportunity to understand or experience the account and/or financial. 

  3. Term of 3 years, and monitor may be designated in accordance with the agenda of the Company Approved but do not use the automatically renewed. 

  4. The Audit Committee shall appoint the secretary to the Committee to assist in the performance of the Audit Committee on the meeting appointment prepare the agenda of the meeting leader to send documents to the meeting and save the report of the meeting. 


 

The features of the Audit Committee.

  1. Are independent directors with the properties with the Office of the SEC and or the stock market (see details in the section properties of the independent directors).
  2. Not be a director assigned by the Committee to make decisions in the operation of the company, subsidiaries in the same major shareholders or the controlling authority of the request and the.
  3. It is not the board of directors of the Company or its subsidiaries in the same only as a listed company.
  4. There is a page in the same way that you defined in the Stock Exchange dry Thailand that with the features and the Scope of Performance of the Audit Committee (document attached to the end of 1).
  5. There is a unique opportunity to experience and enough to be able to do as a member of the audit committee must have the committee members check at least one of the people who have a unique opportunity and experience enough to be able to perform a due diligence the reliability of the financial statements for the money. 


 

The features of the independent directors.

The Nomination and Remuneration will consider the introduction of the properties of the person holding the position in the independent directors by the features and the prohibited characteristics of the Directors shall comply with the Public Company Limited. The law on securities and Exchange Commission announced by the Office of the Securities and Exchange Commission announced the Corporate Governance Committee The Capital Market Post Thailand Securities include regulations and or the regulations that apply. In addition, The Board of Directors shall consider the selection of the independent directors from qualified persons with work experience and appropriate. The other side, and then will be proposed to the shareholders meeting to consider the appointment to the board of directors of the Company The Company has a policy of the appointment of Independent Directors at least one of the daughters of the total number of directors of the company, but shall not be less than three people with the features of this nose.

  1. The shareholders not less than 1 per cent of the total number of shares that has the right to all of the major company company with the largest shareholder or a user has the power to control of the Company, count the total shareholders of the independent directors.
  2. Not being or having been a member of the administrative staff employees, Advisor a salary or have the power to control of the company the company, subsidiaries, affiliated companies subsidiary company in the same major shareholders or of the power to control the Company unless it is out of the way so not less than two years before the date of the receipt of the appointment of Independent Directors as the prohibited characteristics that does not include the case of the Independent Directors have a government official or advisor of the government agency which is a major shareholder or a spy and control of the company.
  3. It is not the person who has the relationship of blood or by registered in accordance with the laws in a manner that his father, mother, spouse, and his brethren the children as well as the spouse of the children of the other Management, major shareholders, the controlling authority or the person who will receive the Quote Hai as a director the other executives or has the power to control the Company or its subsidiaries.
  4. There is no or had a business relationship with the company, subsidiaries company with the largest shareholder of the controlling authority of the company in a manner that prevents the use of the judgment of the freedom of not being or having been a shareholders who have significant or the controlling authority of a business relationship with the company, subsidiaries company with the largest shareholder or a user has the power to control of the Company unless it is out of the way, of not less than two years before the date of the receipt of the appointment of Independent Directors of a business relationship to include such a list of watching a trademark that is normal to the business to rent or lease the real estate list on the property or the Services or the giving or receiving the financial assistance by the recipient or to guarantee the assets as collateral total debt to other behavior of the same Ranong. As a result, the company or the parties have the obligation to be paid to the other party from the three percent of net tangible assets of the company or from twenty million baht. But the number of which is lower than the calculated debts, according to how to calculate the value of the connected transactions in accordance with the Corporate Governance Committee that the stock market with the criteria in the hit but shall apply mutatis mutandis to consider the debt to count the total debt burden that occurred during the one year before the date of the business relationship with the same person.
  5. Not being or having been a. The auditor of the Company. The Company subsidiaries company with the largest shareholder or a user has the power to control of the company and is not the shareholders who are the controlling authority or the Office of the auditor, which is the auditor of the Company. The Company subsidiaries company with the largest shareholder or a user has the power to control of the company belong to unless it is out of the way, of not less than two years prior to the date to be appointed as the independent directors.
  6. Not being or having been a, Professional Service Providers, which include the service as a legal advisor or financial consultant, which is the service more than two million baht per year from the Company. The Company subsidiaries company with the largest shareholder or a user has the power to control of the company and is not the shareholders is statistically significant. The controlling authority or the stock of the service provider of professional it with unless it is out of the way, of not less than two years prior to the date to be appointed as the independent directors.
  7. It is not the directors appointed to a representative of the directors of the company the largest shareholder or shareholders who are related to major shareholders.
  8. Does not include the same and is a competition that is statistically significant to the 
business of the Company or its subsidiaries or is not a partnership with the words in a partnership or as a director in the management of the Employees consultants who receive a salary or shareholders of more than 1 per cent of the total number of shares that have the right of all other companies that conduct that has the condition of the same and is a competition that is statistically significant to the business of the Company or its subsidiaries.
  9. There is no any other way that it is not able to comment freely on the performance of the company. 


 

The power of the Audit Committee.

The Board of Directors assigned to the Audit Committee has the power to do the following:

  1. Follow the page within the scope of responsibility for the Board of Directors to check. 

  2. Invite Directors Executive or officer of the company to attend the meeting to clarify or answer questions about the business and the performance of the Company and the joint venture project that is in the scope of duties and responsibilities of the Audit Committee. 

  3. Consult an expert or advisor of the Company (if any) or hire a consultant or an external expert in case it is required by the cost of the company.
  4. Investigations and as necessary in the title as well as the requested information of the Company as necessary to provide the performance under the Japanese Typhoon is the responsibility of the Audit Committee to achieve. 


 

The functions and responsibilities of the Audit Committee

(the page by the Stock Exchange of Thailand on the properties and the Scope of Performance of the Audit Committee, .2551)

  1. Review that the company has a financial report correctly and enough to meet the standard of the account by coordinator with the auditor and the Executive responsible for the preparation of financial reports quarterly and will the year by the Audit Committee may suggest the auditor to review or review any items that need and it is important to check during the account of the company. 

  2. Review the company's internal control system and internal audit is appropriate and effective by coordinating with the external auditors and internal audit in addition to consider the independence of the Internal Audit and/or check within which is the external person as well as to approve the appointment of the migration of employment. The chief executive of the Internal Audit and/or check within which is the External Person.
  3. Review the company compliance with the law on securities and stock exchange the requirements of the Stock Exchange or the law on the business of the company. 

  4. Consider the appointment of an independent person to act as the auditor of the company including the remuneration of the auditor with regard to the reliability of the primary Resource and the amount of work check of the Company Check that account including the experience of the personnel assigned to the account of the Company and to have a meeting with the auditor of the company does not have a management to join the meeting with at least once a year. 

  5. Consider a connected transaction or transaction that may have a conflict of interest in accordance with the laws, publish the requirements of the Stock Exchange of the Office of the Securities and Exchange Commission and the stock market in order to ensure that the list and are reasonable and for the highest benefit to the company. 

  6. Consider the assets of the company which is the size of the list that must be approved by the Audit Committee as defined in the law of the announcement of the Stock Exchange and the rules of the Office of the Securities and Exchange Commission and the capital market. 

  7. Create a report of the audit committee in the company’s annual report must be signed by the Chairman of the Board of review and must include at least the following information.
    1. Comments about the accuracy and completeness is the reliability of the financial 
statements of the company. 

    2. Comments about the adequacy of internal control of the company. 

    3. Comments about the compliance with the law on securities and stock exchange the requirements of the Stock Exchange or laws relating to business of the company. 

    4. Comments about the appropriateness of the Auditor.
    5. Comments about the items that may have a conflict of interest. 

    6. The number of the Audit Committee meetings to attend the meeting of the Board of Directors check each you.
    7. An opinion or overview comment received by the audit committee from its performance of duties in accordance with the charter.
    8. Another report to see how the shareholders and general investors should be aware of the image. The scope of duties and responsibilities assigned by the Board of Directors. 

  8. The Audit Committee must assess the performance by the self-assessment and report the results of the assessment as well as the problem. The obstacles in the operation may cause the operation did not achieve the objectives in the establishment of the Audit Committee The Board of Directors of the company know every year. 

  9. Approve the internal audit plan as well as to consider and acknowledge the report of the operations of the Bureau of Internal Audit and/or check within which is the External Person. 

  10. Review and update the Charter of the Audit Committee and the proposed to the company labor to approve. 

  11. In the performance of duties of the Audit Committee, if found or have any questions that the list or the actions that may impact a significant financial position and the performance of the company for the bank check must be reported to the Board of Directors of the company to improve within the time that the board of directors deems appropriate. Check the report or such actions are.
    1. The Potential for a conflict of interest. 

    2. Corruption or there is a fault or there is a bug in the system of internal controls. 

    3. Violations of the law on securities and stock exchange the requirements of the 
Stock Exchange or laws relating to business of the company. 

  12. Check that has been informed by the auditor of the company in case that the 
auditor found the behavior of the suspect that the Director or Person Responsible for the operation of the Company. The Commission of the offense as defined in the law on securities and stock exchange and report the results of the check in the Introduction to the Office of the Securities and Exchange Commission and the auditor within 30 days from the date of the receipt of the notification by the auditor.
  13. Perform any other assigned to it by the Board of Directors and the Audit Committee approval.

 

Depending on the scope of authority to the Audit Committee has the power to call the brief to the management of the head of the agency or employees of the company concerned to attend the meeting or send the document as relevant and necessary in the performance of duties under the Japanese Typhoon is the scope of powers and duties of the regulatory requirements of this Audit Committee may request a consult from the independent consultant or an external expert in the accounting profession other if of the opinion that there is a necessary and appropriate by the company will be responsible for all expenses.

 

The meeting of the Audit Committee.

  1. To send a meeting invitation : Secretary of the Audit Committee to create the invitation to the meeting of the Audit Committee each meeting with the date and time the place and that the meeting in a clear and documents of the meeting to the Audit Committee and the meeting participants in advance with considerable time (or for a period of not less than 7 days) so that there is time to consider the matters or request additional considerations and set the things that are in the responsibility of the Audit Committee as follows:
    1. To consider the financial statements and financial reporting related to the account and how to act in the account to comply with the accounting standard approved by the existence of a change in accounting policy as well as the reason for the management of the information about the account policy before the Board of Directors to distribute to the shareholders and general investors. 

    2. The internal control system and internal audit. 

    3. The positive review of the internal audit plan audit annual plan of the company the coordinator of the plan to the relevant review and evaluate the results of the check in with internal and external auditor clearing
    4. house and to ensure that the audit plan makes it has detected a corruption or failure of the internal control system.
    5. To consider in conjunction with the internal audit of the problem or restrictions that occur during the check and review the performance of the Internal Audit. 

    6. To Consider with your checking account of the problem or the limitations that arise from the review of the financial statements. 

    7. To consider in conjunction with the Internal Audit and check your account to plan how to review and control of the processing of the Electronic Data and a dedicated security to prevent fraud or use the system data electronically to misuse by employees of the company or External Person. 

    8. A review of the items that may cause conflict of interest such as a connected transaction of the company, etc. 

    9. Consider a performance review on their own, perform the duties and responsibilities as assigned. 

  2. The number of times the meeting: The Board of Directors meeting at least every 3 months, but the situation and the needs. 

  3. Participants: the Audit Committee should invite external auditors and internal auditors of the company to a presentation and invite the non-members such as relevant management to join the meeting as necessary and appropriate. 

  4. Voting: use the majority is the resolution of the meeting. 

  5. The report to the meeting: the secretary of the Audit Committee as a record of the 
meeting that the report of the meeting is to be the Audit Committee and the Board of Directors of the company to join the meeting with the forward. The auditor to verify the information and notice of the Audit Committee to pay attention or should be extra care within 14 days from the date that the meeting of the Audit Committee. 


 

The report of the Board of Directors

The Audit Committee has the duty and responsibility to report on the activities of the Audit Committee or the page of any other assigned by the Board of Directors report of the Audit Committee will be important to the Board of Directors of the Company. The shareholders and general investors because the report is to see an independent and straightforward of the Audit Committee and the Board of Directors from the company ensures that the management is the management and careful regard to the interests of the equal treatment to all shareholders.

  1. To report to the Board of Directors of the Company:
    1.1 The report of activities that do on a regular basis to the Board of Directors will 
be aware of the activities of the Audit Committee.
  • The report of the Board of Directors Meeting check which specify the opinion of the Board of Directors in the various clearly. 

  • Work Summary Activity during the year. 

  • A report about the opinion to the financial reports for internal audit and 
Internal Audit process.
  • Report any other saw that the Board of Directors should be aware. 


           1.2 Report any detected in immediately to the Board of Directors will find solutions 
in time.

  • Report a potential conflict of interest.
  • Any questions or assume that there may be corrupt or there is a fault or there is a bug in the system of internal controls.
  • Any questions that there may be a violation of the law on securities and stock exchange Stock Exchange requirements or the applicable laws of the company.
  • Report any other saw that the Board of Directors should be aware.
     

2. The report to the regulatory agencies on the:
If the Audit Committee Report to the Board of Directors of the company to the things that are affected by a significant financial condition and the results of operations and have to share with the Board of Directors and Executives, even if the need to improve due to the defined time together for the Audit Committee found that to ignore the location of the edit it without a legitimate reason of the audit you one or the Audit Committee may report to find it to the Office of the Securities and Exchange Commission or the Stock Exchange of Thailand.

3. The report to the shareholders and general investors:
Reports Activities performed during the year by the duties and responsibilities assigned by the Board of Directors report which shall be signed by the Chairman of the audit and disclosed in the annual report of the company.

 

Announced as at January 20, 2015.

Approve

 

General ...........................................

(Chairman of the Audit Committee)

กฎบัตรคณะกรรมการ 5

The rules of the Risk Management Committee

A.L.T. Telecom Co., Ltd.

 

Charter prepared by ALT Telecom Co., Ltd., and the Board of Directors will review and assess this charter annually.

 

The Purpose

To set up the Risk Management Committee in accordance with the guidelines should be followed and the principles of good corporate governance good governance and so that the executives and employees to the role of responsibility in the management and staff involved.

 

The Structure of the Risk Management Committee

The Risk Management Committee will be appointed by the Board of Directors with the Board of Directors consists of

  1. The independent directors at least 1 people
  2. MD, CEO or Director
  3. Senior Management

 

The agenda in position

The Risk Management Committee shall hold office for a term of three years and the term of office of the Board of Directors of the company directors of the risk that the termination of the term may be re-appointed.

 

The authority and responsibility of the Risk Management Committee.

  1. Board of Directors to determine the policy on risk management and the level of risk that can accept.
  2. Define the policy and guidelines for risk management and management policy of the overall company that control the to the risk of various types of such as the risk of financial risk of the investment and the risks that have an impact on the reputation of the company, etc. to present the Board of Directors for approval.
  3. Determine a plan and the frame of the risk management procedures of the company in accordance with the policies of the risk management and monitoring the implementation and review the effectiveness of the Risk Management.
  4. Review the report of the Risk Management and continue to ensure that the Risk Management is enough and appropriate to manage the risk to an acceptable level and risk management has been applied to follow continuously.
  5. Develop and review the management system of the risk management of the company to have the efficiency and productivity with the assessment and follow-up of the risk management procedures to comply with the policies set up regularly.
  6. To have the Working Group on the risk management as necessary as well as support for the Working Group on the Risk Management in the personnel budget and assets of other necessary to comply with the scope of responsibility.
  7. Coordinator in conjunction with the Audit Committee regularly by the exchange of the unique opportunity and information about the risk and the internal control that have affected or may have an impact on the company.
  8. Decisions and provide guidance on important issues that occur in the process of risk management.
  9. Present a report on the performance of the Risk Management Committee to the Board of Directors of the inspection to acknowledge and/or consider every quarter.
  10. Perform other duties as assigned by the Board of Directors.

 

The meeting and the report.

  1. The Risk Management Committee or meeting request as the committee considers appropriate. At least 4 times a year and has the authority to add the meeting request as deemed necessary by the quorum consists of the members of the Risk Management Committee of not less than one-half of the total number of Directors.
  2. The Chairman of the Risk Management is the Chairman of the meeting in the event that the Chairman of the Risk Management is not in the meeting or is unable to perform the duty, the members of the Risk Management Committee meetings to select the members of the Risk Management Committee as the chairman of the meeting.
  3. The resolution of the members of the Risk Management Committee made by a majority of votes. The Director of risk management at the sound in any considerations will not be participating in the see and do not have the right to vote on it.
  4. The Invitation to the members of the Risk Management Committee to ship prior to the meeting, except in the case of compelling necessity or urgency to Meeting by any other method or the date of the meeting, faster than it by the secretary of the Risk Management Committee as the record of the meeting.
  5. The Risk Management Committee can invite a related to attend the meeting to clarify the facts to the meeting of the Risk Management Committee.

 

Approve

......................................

(Chairman of the Risk Management Committee)

กฎบัตรคณะกรรมการสรรหา (6)

The Charter of the Nomination and Remuneration Committee

A.L.T. Telecom Co., Ltd.

 

Charter prepared by ALT Telecom Co., Ltd., And the Board of Directors will review and assess this charter annually.

 

The Purpose

The Committee Nomination and Remuneration are appointed by the board of directors to promote good governance by the responsibility to determine the rules and policies on the Nomination and Remuneration Committee of the Board of Directors of the company and the President and the selection and offer the appropriate person to the position of the Board of Directors of the company to determine the remuneration for the board of directors of the company as well as the performance of other are assigned and the presentation to the Board of Directors of the Company and/or the meeting of shareholders, as the case may be.

 

The components of the Board of Directors of the Nomination and Remuneration Committee

  1. The Committee Nomination and Remuneration has been appointed by the Board of Directors and Directors Executives at least 3 people by the director of more than one-half of the total number of directors shall be independent directors.
  2. The Independent Directors as the Chairman of the Nomination and Remuneration Committee.

 

The term of office

  1. Member of the Nomination and Remuneration Committee shall have the 3 years .
  2. Member of the Nomination and Remuneration Committee may be designated back into position by the board of directors deems appropriate.
  3. In addition to the vacation of office in accordance with article 1 of the Nomination
  4. and Remuneration will be out of position when.
    1. Leave.
    2. The Board of Directors has resolved to out of the position.
  5. The Board of Directors has the authority to appoint directors of the Nomination and Remuneration for the benefit of the purpose or to replace a member of the Nomination and Remuneration Committee at the end of a clause 1 or clause 3. A person who has been appointed to be a member of the nomination replacement compensation under Article 3 is the only the agenda for the remainder of the committee members of the Nomination and Remuneration Committee of the replaced only.

 

The scope of duties and responsibilities

The Committee Nomination and Remuneration of duties as assigned by the Board of Directors of the company has the scope of duties and responsibilities for the following.

 

Recruitment

  1. Define the principles and policies of the selection of the Board of Directors of the company and members of the sub-assembly by considering the appropriate number of the structure and components of the Board of Directors proposed to the Board of Directors and/or the quote for approval to the meeting of shareholders, as the case may be.
  2. Consider the Selection and offer the appropriate person to the position of the Board of Directors of the company at the expiration of term and/or have a position is vacant and/or appointed add.
  3. Consider the list of people that have received the quote name and selection of the person who has the features in accordance with the criteria defined properties.
  4. Do approach the person who has the features in accordance with the criteria defined properties to ensure that such person is pleased to receive the position of the board of directors of the company if you are appointed by the shareholders.
  5. Perform any other information about the selection by the Board of Directors has been assigned.
  6. Assess the performance of the director to propose to the meeting of the Board of Directors to consider and approve the.

 

The Remuneration

  1. The rules and policies to determine the remuneration of the Board of Directors and members of the sub-assembly to propose to the Board of Directors of the Company and/or offer a request for approval to the meeting of shareholders, as the case may be.
  2. Remuneration is necessary and appropriate both monetary and non- monetary of the Board of Directors of the company as the people in each year by considering the appropriate to the duty of responsibility and compare with the company in similar business and the benefits that are expected to be a director to propose to the Board of Directors for consideration to the shareholders meeting for approval.
  3. Responsible to the Board of Directors of the Company and the privacy statement to answer the questions with the remuneration of the Board of Directors of the company in the meeting of shareholders.
  4. Determine the criteria for evaluation of the director of the deputy director of the direct reports, and high level Executive as assigned by the Board of Directors.
  5. The Report Policies / the reason of the remuneration of directors and executives with the requirements of the Stock Exchange by disclosing Sensitive in the annual (56-1) and the annual report of the company.
  6. Remuneration for the Board of Directors The Director Vice President and Senior Management in accordance with the criteria for consideration and the presentation to the Board of Directors to approve the remuneration of the director of the board of directors as Director of direct reports, and high level Executive section of the members of the Board of Directors present at the meeting of shareholders to approve the.
  7. Determine the appropriate and approved by the in the case where there is an offer to sell new securities to directors and employees based on the principle of fairness to the shareholders and create incentives to directors and employees act as to create value added to the shareholders in the long- term and be able to maintain the quality.
  8. Perform any other related to the remuneration as the Board at the company assigned by the management and the organization will be required to report or presentation of data and documents that are about to the Board of Directors of the Nomination and Remuneration Committee to support the operations of the Nomination Committee and Remuneration to achieve the duties that have been assigned.

 

The report

The Committee Nomination and Remuneration report to the Board of Directors of the company.

 

The meeting

  • The Board of Directors of the Nomination and Remuneration or meeting request as the committee considers appropriate. At least once a year. And there is power in the meeting request, add the required by a quorum consists of a member of the Nomination and Remuneration Committee of not less than one- half of the total number of Directors.
  • Members of all of you should attend the meeting every time unless there is a specific reason may not to join the meeting should be informed to the Chairman of the Nomination and Remuneration Committee in advance.
  • Chairman of the Nominating Committee The Compensation is not in the meeting in the event that the Chairman of the Nomination and Remuneration are not present at the meeting or is unable to perform the duty, the members of the Nomination and Remuneration Committee meetings to select the directors remuneration of the chairman of the meeting.
  • The passing of a member of the Nomination and Remuneration Committee made by a majority of votes. The Director of the Nomination and Remuneration Committee with the the free of any of the considerations will not be required to participate in the kick to see and do not vote on it.
  • The delivery of the letter of invitation to the pigeon pea Community Board of Directors of the Nomination and Remuneration to ship prior to the meeting, except in the case of compelling necessity or urgency to Meeting by any other method or the date of the meeting, faster than it by the secretary to the Committee Nomination and Remuneration as the record of the meeting.
  • The Committee Nomination and Remuneration can invite a related to attend the meeting to clarify the facts to a meeting of the Board of Directors of the Nomination and Remuneration.

 

Announced as at January 20, 2015.

Approve

Mr. .............................

(Chairman of the Nomination Committee and Remuneration)

กฎบัตรคณะกรรมการ 7

The Charter of the chairman of the Board of the company.

A.L.T. Telecom Co., Ltd.

The scope of duties and responsibilities of the chairman of the Board of the company.

  1. Overview administrator in the company to by both the government and of the company as well as the resolution of the meeting of shareholders, including an overview of administrator in the performance of duties of the Board of Directors shall be in accordance with the power and the responsibility.
  2. Configure the system monitor and evaluate the performance of the company to be in line with the policy on a regular basis continuously.
  3. Promote the Follow น, on the sides of the Corporate Governance and Social and Environmental Responsibility of the Company and to promote ethical created to people at all levels.
  4. Support to encourage you to participate in training to develop the skills of unique opportunity in the areas that are beneficial to the performance of duties on the board of directors of the institution is well known and accepted such as the Thai Institute of Directors Association and the Stock Exchange of Thailand, etc.
  5. The Chairman of the meeting and join the meeting every time so that the actions of the Board of Directors meeting with the performance as well as encourage the directors of all your feedback with the assigned authority to the management of the organization to the management with the appropriate administrator to all members of your company's information correctly on time and to use to make decisions that will lead to the success of the company performance.
  6. As the Chairman of the meeting of shareholders and every time the assign to the administrator of the meeting shall be in accordance with the laws and regulations of the correct along with the administrator to members of all of you to attend the meeting in unison with an opportunity to shareholders to use rights in the meeting of shareholders to attend the meeting and vote in the meeting of shareholders to ask questions or Request Additional Privacy Statement.

 

Announced as at January 20, 2015.

Approve

Mr. Anan Vorathitipong

(Chairman of the Board of Directors of the Company)