Investor Relations

Charters

Charter of the Corporate Governance and Ethics Committee

1. Purpose

To encourage GRAMMY Group to uphold good corporate governance principles so that they could undertake business management with efficiency and transparency and strengthen confidence among their shareholders, investors and stakeholders, as well as add value and promote sustainable growth, the Board of Directors accordingly appointed the Corporate Governance Working Committee and the Business Ethics Working Committee in 2004 (later renamed the Corporate Governance and Business Ethics Sub-committee and the Corporate Governance and Business Ethics Committee or CGC respectively), in order to encourage the business operation of the company’s group in accordance with the Principles of Good Corporate Governance.

The Board of Directors’ Meeting No. 2/2012 held on March 23, 2012 resolved to reorganize the structure of the Corporate Governance and Business Ethics Committee and appointed at least 3 directors to be the members of CGC so as to be in conjunction with the Principles of Good Corporate Governance of the Thai Institute of Directors: IOD) which stating that all members of the Committee should be the Company’s directors and also in line with the Good Corporate Governance and Business Ethics Handbook Revised Version 4 B.E.2555, effective on April 2, 2012.

2. Composition of the Corporate Governance and Business Ethics Committee

The Corporate Governance and Business Ethics Committee is to be appointed by the Board of Directors and has to comprise of not less than three members, who are the Company’s directors with the knowledge useful to the good corporate governance of the company’s group.

3. The Office Term

  1. The Corporate Governance and Business Ethics Committee’s member has the office term of 3 years.
  2. The Corporate Governance and Business Ethics Committee’s member may be re-appointed as the Board of Directors deem appropriate.
  3. Apart from vacating upon the end of office term stated in Item 3.1, the Corporate Governance and Business Ethics Committee’s member will retire from the office upon the following conditions:
    • Resignation
    • Dismissal by the Board of Directors
  4. The Board of Directors has the authority to appoint a new member of the Corporate Governance and Business Ethics Committee as to resume the operation and to substitute the member of the Corporate Governance and Business Ethics Committee who is out of his office term according to Item 3.1 or 3.3. The new member who is appointed to substitute the member of the Corporate Governance and Business Ethics Committee under the Item 3.3 can only be in the office within the remaining term of the member he/she replaced.

4. Duties and Responsibilities of the Corporate Governance and Business Ethics Committee

The Corporate Governance and Business Ethics Committee perform its duties as assigned by the Board of Directors. Duties and responsibilities are as follow:

  1. Proposing Good Corporate Governance Policy and a Code of Business Ethics of the company’s group to the Board of Directors for approval.
  2. Monitoring and supervising the company’s group to ensure that Good Corporate Governance policy and Business Ethics specified by the company are deployed.
  3. Continuously assessing the Corporate Governance Policy and Code of Business Ethics of the company’s group to ensure that they comply with international standards and/or recommendations from related government organizations, and propose these findings for approval from the Board of Directors.
  4. Evaluating and proposing a Code of Best Practices to the Board of Directors and/or other sub- committees in the company’s group.
  5. Encouraging the dissemination of the good corporate governance culture across the organization and ensure that it is actually practiced.
  6. Appointing the working team and outlining its roles in supporting the monitoring and supervision of corporate governance and business ethics, as appropriate.
  7. Performing other duties as assigned by the Board of Directors.

Management and departments must report or present information and related documents to the Corporate Governance and Business Ethics Committee for operational support of the committee to accomplish the duties assigned.

5. Reporting

The Corporate Governance and Business Ethics Committee directly reports to the Board of Directors.

6. Meetings

  1. The Corporate Governance and Business Ethics Committee shall hold a meeting when consider as appropriate or at least 2 times a year, and has to call for an extra meeting if necessary. The meeting quorum shall comprise of not less than one-half of the total existing members.
  2. All the committee members shall attend every meeting unless he/she has any necessary matter. In this case, the member has to notify his absence in advance to the chairman of the Corporate Governance and Business Ethics Committee.
  3. The chairman of the Corporate Governance and Business Ethics Committee shall also be the chairman of the meeting. In case where the chairman of the Corporate Governance and Business Ethics Committee is absent, other committee members attending the meeting can select one committee member to be the chairman of the meeting.
  4. The resolution of the Corporate Governance and Business Ethics Committee can be made by majority vote. Any committee member who has any interest or benefit in the related matter shall not present any comment or vote in that particular matter.
  5. The meeting invitation letter shall be issued to the Corporate Governance and Business Ethics Committee in advance prior to the meeting deadline. This excludes the emergency case, where the dates of the meeting will be informed by other methods or the meeting shall be scheduled earlier. The secretary of the Corporate Governance and Business Ethics Committee shall take the minutes of the meeting.
  6. The Corporate Governance and Business Ethics Committee may invite any related personnel to attend the meeting in order to provide relevant information to the committee.

This charter is enforced from April 2, 2012 onwards.

Announced on April 2, 2012.