Sustainability

Charter

Board of Directors' Charter

Authority, Duties and Responsibilities of the Board of Directors
  1. Authority of the Board of Directors
    1. Performs its duties with honesty, integrity and prudence, in accordance with the law, the Company’s objectives and Articles of Association, and all resolutions of the Annual General Shareholders Meeting in order to carefully protect the Company’s interests.
    2. Determines the Company’s policies, objectives, direction, business plans, and budgets including the supervision and management of the Company executives in accordance with the agreed business policies. The exception to this is those matters which legally require prior approval at the Annual General Shareholders Meeting before they may be implemented, such as for example: an increase/decrease in share capital; the issuance of debentures; the sale or transfer of the whole or part of the Company’s business to others; the purchase/transfer of another business or other company to become an asset of the Company; or an amendment of the Memorandum of Association or Articles of Association.
    3. The Board of Directors may appoint certain directors to form a part of a sub-committee as deemed appropriate, such as to the Executive Board Committee, the Audit Committee, or the Nomination and Remuneration Committee in order to perform their duties as given by the Board of Directors. The Board of Directors shall appoint the Chairman of each respective Committee and shall report such appointments to the Annual General Shareholders Meeting.
    4. The Board of Directors may appoint any person to perform specific tasks under the supervision of the Board of Directors or render the authority to such a person as deemed appropriate within an appropriate time period. The Board of Directors may cancel, revoke, change or amend any authority given.
    5. The Board of Directors shall select a director to be the Chairman of the Board and shall select one or more directors to be Vice Chairman of the Board and to select a director to be the President of the Company. The Board of Directors shall report such appointments to the Annual General Shareholders Meeting.
    6. Appoint a director to be designated as one of the Company’s authorized signatories and the Board of Directors has the authority to determine or revise/change the list of authorized signatories in which the Board of Directors shall report such appointments to the Annual General Shareholders Meeting.
    7. Appoint and consider the compensation package and the terms &conditions of the employment of the President.
    8. Appoint and consider the compensation of directors appointed to a Committee as well as other persons selected by the Board of Directors to perform the duties under the supervision of the Board of Directors. The Board of Directors shall report on these matters to the Annual General Shareholders Meeting.
    9. Approve quarterly and annual financial statements in order to present to the shareholders at the Annual General Shareholders Meeting.
    10. Arrange for the Annual General Shareholders Meeting as well as any Extraordinary General Meetings as required under the regulations as stated in the company’s Articles of Association.
    11. The Board of Directors shall convene for meeting at least once every quarter or as per the regulations as stated in the Company’s Articles of Association.
  2. Duties and Responsibilities of the Board of Directors
    1. Determine the Company’s direction and strategic plan, and control and regulate the plan to be implemented efficiently and effectively.
    2. Set out the Company’s policies and procedures in all aspects to ensure the Company’s operation is in full compliance with the law, regulations and resolutions of the Annual General Shareholders Meeting; and as importantly the Company Code of Ethics.
    3. Create the Company’s control systems in order to maintain creditability and confidence; and ensure that the Company operationally complies with the law, shareholders’ expectations, and stakeholders’ concerns.
    4. Control, regulate, and evaluate the management team’s performances as well as the Company’s performance.
    5. Ensure that management has in place risk management policies, processes and controls, as well as an appropriate internal control system.
    6. Encourage employees at all levels to have ethics and moral consciousness, comply with good corporate governance and business ethics.

Audit Committee's Charter

Authority, Duties and Responsibilities of the Audit Committee

The Audit Committee has the authority to perform any act as determined by the Board of Directors as shown in Duties and Responsibilities of the Audit Committee:

  1. Authority of the Audit Committee

    The Audit Committee has the authority to perform any act as determined by the Board of Directors as shown in Duties and Responsibilities of the Audit Committee:

    1. Under its scope of authority, the Audit Committee is authorized to call for or order the management, heads of offices, or any employees to present opinions, attend meetings or submit any required or necessary documents.
    2. Consider, select and nominate the Company’s auditor as well as the auditor’s remuneration to the Board of Directors, and propose this at the Annual General Shareholders Meeting for the Company’s shareholders approval. Assess the auditor’s performance and other tasks related to the audit.
    3. Make the final decision in a case where the management team disagrees with the auditor on financial reports.
    4. Consider the disclosure of Company information in any case where there is a connecter transaction or transaction that may lead to a conflict of interest, so as to ensure accurateness, completeness, and at all times compliance with the laws and regulations.
    5. Review the auditor’s report of investigation and discuss with the management team the assessment policy and risk management.
    6. Hire external advisors or specialists to make comments or give advice as necessary.
    7. Set up a meeting with the auditor without the management team or company representatives.
  2. Duties and Responsibilities of the Audit Committee

    The Audit Committee has Duties and Responsibilities as determined by the Board of Directors as follows:

    1. Review the accuracy of the Company’s quarterly and annual financial reports in accordance with generally accepted accounting principles and ensure there is adequate disclosure.
    2. Review the Company’s internal control system and internal audit system to ensure that they are suitable and efficient and ensure the independence of the internal audit department. In addition, the Audit Committee may appoint, change or remove the head of the internal audit department or any other department responsible for internal audit tasks.
    3. Review the Company’s compliance with the laws on securities and exchange; the regulations of the Stock Exchange of Thailand (the ‘SET’); and the laws relating to the Company’s business.
    4. Review, select, propose, appoint, or terminate the independent person to act as the Company’s auditor and offer remuneration to such person, including attending the meeting with the auditor without a participation from management team at least once a year.
    5. Review all connected transactions or transactions that may lead to conflicts of interest and so ensure that they are in compliance with the related laws and the regulations of the SET and that they are reasonable and bring the highest possible benefits to the Company
    6. Prepare reports to be signed by the Chairman of the Audit Committee and disclosed in the Company’s Annual Report. These reports must contain the following information
      1. An opinion on the accuracy, completeness and reliability of the Company’s financial report
      2. An opinion on the adequacy of the Company’s internal control system
      3. An opinion on the compliance with the laws on securities and exchange, the regulations of the SET and the laws relating to the Company’s business
      4. An opinion on the suitability of the external auditor
      5. An opinion on transactions that may lead to conflicts of interest
      6. The number of Committee meetings held and the members’ attendance record
      7. Any comments or opinions received by the Committee regarding its performance in accordance with its Charter
      8. Any other transaction which, according to the Committee’s opinion, should be known to the shareholders and general investors,
    7. Perform other tasks as requested by the Board of Directors and other tasks which the Audit Committee agrees to perform.

Nomination and Remuneration Committee’s Charter

Authority, Duties and Responsibilities of the Nomination and Remuneration Committee
  1. Authority of the Nomination and Remuneration Committee
    1. Consider and approve the selection and evaluation processes, as well as the compensation for the President.
    2. Consider and approve proposals for the names of qualified candidates to the Board of Directors for their consideration and approval in the case of a vacancy in a director’s position.
    3. Consider and approve proposals for the name of a qualified candidate for the position of President to the Board of Directors for their consideration and approval.
    4. Consider and approve proposals for the names of other candidates to the Board of Directors for their consideration and approval in positions whose functions, responsibilities and authorities are directly given by the Board of Directors.
  2. Duties and Responsibilities of the Nomination and Remuneration Committee
    1. Develop the criteria, selection and evaluation processes, as well as the compensation for the President.
    2. Propose persons for approval of the Board of Directors in the case of a vacancy in a director’s position resulting from any reason, other than the end of a term retirement from that position or to increase the numbers of directors. Once approved by the Board of Directors the resolution is put forward for the approval of the shareholders.
    3. Propose to the Board of Directors the name of a person to receive approval from the Shareholder’s Meeting in the case that there is a vacancy of a director position due to term retirement.
    4. Propose to the Board of Directors for the approval of the President to retire from being an employee in the Company according to the current operating regulations.
    5. Propose any person that the Board of Directors will then delegate its authority to perform a specific task for the Company.
    6. Recommend the appropriate remunerations for each of the Company’s Board of Directors and Committees and then propose to the Board of Directors for the approval of these remunerations at the Annual General Meeting.
    7. Recommend appropriate bonus and salary increases for the management and employees to the Board of Directors for their approval.
    8. Prepare the report of the Nomination and Remuneration Committee that disclosed in the Company’s annual report, which that report must be signed by the Chairman of the Nomination and Remuneration and commented as of the SET’s requirements.

Executive Committee's Charter

Authority, Duties and Responsibilities of the Executive Committee
  1. Authority of the Executive Committee
    1. Approve the appointment, change or removal of any management position, with the exception of the President.
    2. Approve the Company’s compensation structure and benefits of management and employees; and propose to the Nomination and Remuneration Committee before proposing to the Board of Directors.
    3. Approve any change in the Company management structure, code of conduct or business processes of any division.
    4. Approve the borrowing and lending of money or applying for credit approval from a financial institution; including a guarantee or payment of ordinary business transactions with a specific credit limit of each transaction that has already been agreed and assigned. The amount incurred in these transactions must be under a limit in accordance with the Company guidelines and authority limits which have already been reviewed by the Board of Directors. However, the aforementioned credit limit may be changed if appropriate according to the judgment of the Board of Directors.
    5. Consider to enter into a commercial contract with a credit limit as determined by the Board of Directors.
    6. Responsible for studying the possibility of investing in new projects and be empowered in approving all direct investments or investment with the juristic person or the others in various ways to operate the business on purposes. The investment must not be over THB 20 million per a project and THB 100 million per year, including other investments such as shareholding and other relevant action. The conditions of new investment projects are as follows;
      1. The investment project must be relevant to the core business or the ICT business of Advanced Information Technology PCL.
      2. The investment project must be studied and clearly presented a feasibility study.
      3. The investment project must be an investment as a joint venture, not giving a loan or a financial assistance.
      4. The investment project must be reported to the Board of Directors every time after investing in that project.
      5. The investment project must not be relevant or connected to the directors or the managements of the Company in accordance with the regulations of the Stock Exchange of Thailand (SET) and the Securities and Exchange Commission (SEC).

    If uncleared with the abovementioned conditions, the investment project has to be taken back an approved by the Board of Directors prior any investment.

  2. Duties and Responsibilities of the Executive Board Committee
    1. Formulate the Company’s business plan, annual budget, and investment plan for the Board o Directors’ approval.
    2. Manage the Company’s business operations in order to achieve the planned objectives and targets, and also comply with laws, the Company’s regulations, and Stock Exchange of Thailand’s rules and regulations.
    3. Direct, control, and monitor the day-to-day operations as set out in the Company’s internal control system as well as the Audit Committee’s comments and recommendations.
    4. Act in other roles and on duties and within authorities as determined and delegated by the Board of Directors.
    5. Prepare the report on Company’s financial and operating performance and report this performance to the Board of Directors each quarter.
  3. The above mentioned authority excludes the interrelated transactions, acquisition or liquidation of the listed Company’s important assets according to the regulations of the Stock Exchange of Thailand (SET) and the Securities and Exchange Commission (SEC). The Company shall abide by the SET regulations and requirements on any issue. In addition, the above-mentioned authority excludes other issues for which the Company’s regulations require the prior request and approval at the Annual General Shareholders Meeting.

Scope of the Independent Director

Scope of the Independent Director

Independent Directors are defined as Directors who do not hold any management position and are not employees of the Company or Subsidiary. They must additionally be independent of any major shareholders, management, and of any other related persons - and they must have the responsibility to determine if there is anything that may affect the equitable treatment of Shareholders. The qualifications to be an Independent Director are as follows:

  1. Holds not more than 1% of the total voting shares of AIT, its parent company, its subsidiaries, its associated companies, major shareholders or a controlling person - including stocks that held by related persons of the Independent Director;
  2. Is not, or has not ever been an executive director, employee, staff member, or advisor who received a salary or a controlling person of AIT, its parent company, its subsidiaries, its associated companies, major shareholders or a controlling person unless the foregoing status has been ended for at least 2 years. This shall not include the Independent Director who used to be a government official or advisor of a government agency which was a major shareholder or acted as controlling persons of AIT;
  3. Is not be a person that related to blood or legal registration, such as father, mother, spouse, sibling or child, including a spouse of the children, managements, major shareholders, controlling persons, or persons to be nominated as management or a controlling person of AIT or its subsidiaries;
  4. Has not, or has not had a business relationship with AIT, its parent company, its subsidiaries, its associated companies or a controlling persons in the manner that may interfere with their independent judgement, or is not, or has not ever been, a major shareholders, managements or controlling persons of any person having a business relationship with AIT, its parent company, its subsidiaries, its associated companies or controlling person unless the foregoing relationship has been ended at least 2 years;
  5. Has not, or has not ever been, an auditor of AIT, its parent company, its subsidiaries, its associated companies or a controlling persons and is not a major shareholders, non-independent directors, managements, controlling persons or partner of an audit firm which employs auditors of AIT, its parent company, its subsidiaries, its associated companies or a juristic person who may have a conflict of interest unless the foregoing relationship has been ended for at least 2 years;
  6. Has not, or has not ever been, any professional advisor including legal or financial advisor who received an annual service fee exceeding Baht 2 million from AIT, its parent company, its subsidiaries, its associated companies or a controlling persons, and is not a major shareholders, non-independent directors, managements, controlling persons or partner of the professional advisor unless the foregoing relationship has been ended for at least 2 years;
  7. Does not represent as an AIT Board Member or its major shareholders or a shareholders who related to major AIT shareholders;
  8. Does not operate any business similar to, or materially competing with AIT or its subsidiaries or not being a material partner in any partnership, executive director, employee, staff, advisor who receives salary or holds more than 1% of total voting shares of the Company which operates similar to, or materially competing business with AIT or its subsidiaries;
  9. Has no characteristics which make incapable of expressing independent opinions with regard to the AIT business. Note: A holding of no more than 1% of total voting shares of AIT is in compliance with the minimum rules of stock holding as an Independent Director by the Securities and Exchange Commission and the Stock Exchange of Thailand.

The definition of independent directors is the same as the minimum requirements of the SEC. or the SET. The Independent directors shall not hold shares exceeding 1% of the total number of voting shares of the Company.