Corporate Governance Policy

The Board of Directors has established corporate governance policies that set out the Company’s key governance bodies and processes with regard to risk management, strategy, financial reporting, and internal control. The Company places great emphasis on the principles of good corporate governance, which are consistent with the Principles of Good Corporate Governance for Listed Companies issued by the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET).

In the 2021 assessment of corporate governance practices of Thai listed companies by the Thai Institute of Directors Association (IOD), the Company received a score of “Excellent” (CG with a score of 90% or more) for a seven consecutive year. This shows that the Company is committed to the Principles of Good Corporate Governance for sustainable development. Details of the Company’s good corporate governance practices are set out in the following five categories:

The Board of Directors realizes and places importance on the rights of shareholders including institutional investors. Every shareholder is entitled to the following rights:

  1. The right to trade and transfer shares and receive the Company’s profit distribution
  2. The right to attend and vote at general meetings of shareholders that decide on the Company’s important matters
  3. The right to appoint or remove directors and determine directors’ remuneration
  4. Other rights as set out in the Articles of Association

Annual General Meeting of Shareholders

The Company held the 2021 Annual General Meeting of Shareholders on 26 March 2021 through electronic media according to the Emergency Decree on Electronic Meeting B.E. 2563. The Board of Directors, the Chairs of each of the subcommittees, senior Management, and the Company’s Auditor attended the 2021 Annual General Meeting of Shareholders.

Before the meeting

  • The Company invites shareholders to propose agenda items in advance and to nominate qualified persons as the Company’s director for its Annual General Meeting of Shareholders. The Company announces the criteria for agenda item proposal, channels for submitting proposals, and consideration procedures to the Stock Exchange of Thailand and on the Company’s website, in accordance with the principles of good corporate policy relating to shareholders’ rights.
  • The Company announces the date of the meeting 30 days in advance via channels provided by the Stock Exchange of Thailand and on the Company’s website.
  • The Company engages its registrar, Thailand Securities Depository Co., Ltd., to send the meeting invitation notice, together with the supporting documents, to the shareholders at least 14 day in advance. The invitation notice and supporting documents in both Thai and English are published on the Company’s website at www.dtac.co.th 30 days prior to the meeting in order to facilitate easy and prompt access for shareholders to information relevant to the meeting. The invitation notice is complemented by the Meeting’s agenda items, supplementary documents, the Board’s opinions on each agenda item, and clear indication whether each agenda item is presented for acknowledgement or approval. A proxy form, stipulated by the Ministry of Commerce, is also included in the invitation notice, and three independent directors are available to act as shareholders’ proxy.
  • The Company provides opportunities in advance for the shareholders to submit questions relevant to the meeting agenda by email at companysecretary@dtac.co.th or via registered mail to the Company’s address.

On the meeting date

  • The meeting is organized in the same province as the Company’s head oce on a weekday, at a location that is easy to access by shareholders. In addition, the meeting can be held through electronic media (e-meeting) according to the Emergency Decree on Electronic Meeting B.E. 2563. In the case of e-meetings, to facilitate the shareholders, the Company uses an e-voting system to count votes, expedite the process, and ensure the accuracy of the vote computation process.
  • The Chair of the meeting will allocate adequate time for the shareholders to raise questions and express opinions relating to an agenda item which are then summarized and recorded in the minutes. The Directors, relevant senior Management and the Auditor of the Company are encouraged to attend such meetings to provide answers to and acknowledge the opinions of the shareholders.
  • Before the meeting begins, the Company explains to all shareholders the criteria and the procedures for voting. Shareholders or proxy holders have voting rights equal to number of shares they hold, and such voting rights cannot be split (with exception of the C-type proxy). The Company also provides an independent external legal advisor (inspector) to supervise the meeting and the voting process to ensure that they are conducted in accordance with applicable laws and the Articles of Association of the Company. At the meeting, the Chair of the meeting provides opportunities for the shareholders to express their opinions and to make inquiries relevant to the Company and the meeting agenda.

Post meeting

  • On the same day after the conclusion of the meeting, the Company informs the SET, in the form of a newsletter, the resolution of each agenda item of the Annual General Meeting of Shareholders by indicating the votes as “approved”, “disapproved”, or “abstained from voting”.
  • The Company prepares the minutes of the Annual General Meeting of Shareholders, submits them to the SET, and posts them along with a video record of the meeting on Company’s website at www.dtac.co.th, within 14 days after the meeting date. The minutes include the following information:

    (1) attendance of Directors, Executives, and the proportion of attending Directors;

    (2) voting and vote counting methods, meeting resolutions, and voting results (“for”, “against”, and “abstain”) for each proposed resolution; and

    (3) questions asked and answers provided during the meeting, including the identity of the persons asking and answering the questions

The Board of Directors places importance on holding and conducting shareholders’ meetings with fair and equitable treatment of all shareholders and ensuring that they are able to exercise their rights as set forth in the Company’s Articles of Association and relevant laws and regulations

  • Conduct of the meeting: The Chair of the meeting conducts the meeting in accordance with the agenda as set forth in the notice of the meeting. No additions are made to the agenda without prior notification to the shareholders.
  • Voting rights: All shareholders are entitled to vote based on the number of shares held by each shareholder, with one share representing one vote. The Company has not implemented a cumulative voting system as the Company’s Articles of Association require that a Director be elected by a majority of votes. However, the Company offers shareholders the opportunity to nominate candidates for Director in advance, in accordance with the relevant rules and regulations of the Company, as well as provides shareholders the opportunity to elect each Director individually.
  • Voting system: In the interest of transparency and accountability, the Company uses information technology to facilitate shareholders’ meetings, including for registration and vote counting. The Company has appointed outside experts who have experience working with Thailand Securities Depository Co., Ltd. to conduct the registration and vote counting through electronic means. The vote counting for each agenda item is conducted openly and transparently and log les are collected and maintained for further examination.
  • Proxy: Shareholders who are unable to attend the meeting in person are entitled to appoint an independent Director of the Company or other person to attend the meeting and vote on their behalf. The Company prepares the proxy forms as prescribed by the Ministry of Commerce for shareholders to give voting instructions to their proxies. These forms are delivered to shareholders with the notice of the meeting. In addition, shareholders are able to download the proxy forms from the Company’s website at www.dtac.co.th.

(1) Rights of Stakeholders

In 2021, the company developed the sustainability strategy “Responsible Business Conduct 2021-2023,” in which the company examines stakeholder issues and expectations (ESG materiality assessment) and conducts a stakeholder analysis in the business value chain. It starts with the identification of key business issues. (materiality) and the assessment of groups of stakeholders, both direct and indirect, inside and outside the company. This is to ensure that the Company’s business operations truly create value and benefit to the Thai economy and society in accordance with the principles of sustainability policy. The Company has therefore identified seven stakeholder groups which are all related to the operations of the organization, namely shareholders and investors, employees, communities and society, customers, trading partners, government agencies and regulators. The Company has set the rights of each group of stakeholders as well.

Details of each stakeholder, please refer to the following.

Subject Part of One Report
Rights of Shareholders and investors Part 1, Item 3 Sustainability
Part 2, Item 6.1, Section 1 - Rights of shareholders and Section 2 - Equitable treatment of shareholders
Rights of Employees Part 1, Item 3 Sustainability
Part 2, Item 7.5 Employee
Communities and society Part 1, Item 3 Sustainability
Customers Part 1, Item 3 Sustainability
Trading partners Part 1, Item 3 Sustainability
Government agencies Part 1, Item 3 Sustainability
Regulators Part 1, Item 3 Sustainability

Rights of Employees

Apart from the reference on Part 1, Item 3 Sustainability, Part 2, Item 7.5 Employee, the Company actively encourages Employees to participate in organization development by holding an election for the “House of Employee Representatives” that represents Employees and acts as a mediator between Employees and the Company in order to address and solve problems of its employees in addition to support and benefits already provided by the Company to its employees, as well as to provide advice to and obtain opinions from Employees.

The Company has set up a unit to oversee matters relating to occupational health, safety, security, and environment (HSSE) and establish a policy and a code of conduct on HSSE by specifying and promoting good health and the provision of a safe working environment, as well as relevant security measures to prevent accidents and illnesses due to work, in accordance with internationally accepted standards. The Company has also arranged workshops and activities that promote a culture of safe working environment in the organization. The Company has also set up an HSSE Committee for three groups in several areas, which consists of representatives from Employees and the Management working together to report and recommend solutions and improvements for safe working environment, and promote and encourage safe working behavior.

Rights of Customers

Besides details provided in Part 1, Item 3 Sustainability, the Company has a clear policy that every customer will be equitably and fairly treated with respect and good manners on the principle of “customer centricity” or customer focus, in which understanding customers’ needs is a priority and shall be adhered to by all Employees in performing their work in any area or matter.

Currently, the Company provides service channels to support customers, namely the Service Center and the Call Center. Customers can visit the Company’s Service Centers which are located in prime locations of Bangkok, its vicinities, and upcountry, or dial 1678 to reach the Call Center 24 hours a day. The Company also implements digital channels such as the dtac application, website, email, and social networks e.g. Line dtac Connect, Facebook etc., for customer support.

Rights of Business Partners

It is a policy of the Company to treat all business partners equitably and fairly. The Company has established written, easily understandable, and standardized procedures for procurement to assure its business partners’ confidence in the Company’s vendor selection process at all events. The Company has a clear policy on procurement for a competitive bidding process. Negotiation of contracts between the Company and its business partners are undertaken based on general commercial terms. In addition, the Company also is deeply mindful of respecting the intellectual property rights of business partners and other third parties. It is the Company’s policy that Directors, Executives and Employees of the Company and other persons acting on behalf of the Company shall avoid infringement of intellectual property rights of business partners and other third parties. At the same time, the Directors, Executives and Employees of the Company and other persons acting on behalf of the Company shall protect and administer the Company’s intellectual property in the interest of the Company as prescribed in the “dtac Code of Conduct”.

The Company has a policy requiring its business partners to comply with the Supplier Code of Conduct in relation to various matters, such as labor, health, safety, security, environment, and corruption etc., which must be of the same standard as the Company, in line with internationally accepted standards.

In addition, the Company also considers the rights of competitors and the creditor in accordance with the good corporate governance principle as follows:

Rights of Competitors

The Company encourages and supports fair and transparent competition. The Company will not perform any act which would violate or contradict any competition law or may cause damage to the reputation of its competitors. The Company competes in the market by offering good products and services at the right price and will deal with its competitors in an honest and professional manner.

Rights of Creditors

The Company aspires to maintain sustainable relationship with its creditors. The Company has a policy to treat its creditors equitably and fairly by providing them correct, transparent, and verifiable information, and to strictly honor the terms and conditions of the contracts it has with its creditors, whether in relation to the repayment of principal, interest and fees, maintenance of financial ratio, or other conditions, etc. The Company will immediately inform its creditors in case the Company fails to comply with any condition in order to jointly find solutions.

(2) International Human Rights Principles

As prescribed in the “dtac Code of Conduct” (Please refer to attachment 5) The Company supports internationally declared human rights which include declarations and treaties of the United Nations on human rights. Directors, Executives, and Employees of the Company and other persons acting on behalf of the Company shall respect the personal dignity, privacy, and individual rights of each person they are in contact with in the course of their duties, and shall not take any action which results in or supports the violation of any human rights.

(3) Anti-corruption

The Company’s first Anti-Corruption Policy was implemented in 2006 and it has been revised from time to time since then. In August 2020, the Company amended the Code of Conduct with an increased emphasis on Anti-Corruption. The section was written to clearly enhance anti-corruption best practices in doing business and to effectively gain Employee acknowledgement of the Company’s policy. It was stated that “dtac has zero tolerance for corruption”. This is a reflection of the Company’s continued commitment to conducting business in an open and transparent manner. The Company recognizes that bribery is illegal and exposes those involved and the Company to reputational and legal risk. Therefore, the Company does not tolerate bribery or improper payments or advantages of any kind. Bribery may take many forms including facilitation payments and kick-back schemes. In this section of the Code of Conduct, the Company expanded the scope of its Anti-Corruption company culture to touch upon matters related to key stakeholders such as Public Officials who are often subject to strict anti-corruption rules and so should be treated with extra caution. In addition, the Company has focused on potential corruption in its supply chain which might create significant risk for the Company even where the Company is not directly involved. The Company has to carefully select its Business Partners and monitor their commitment to ethical and lawful conduct, since any breach of statutory duty by its Business Partners may cause material risks to the Company even where the Company is not directly involved. In addition, the Company believes that business courtesies like gifts, hospitality, and travel may create a conflict of interest or be considered bribery in certain circumstances. Last but not least, the Company has paid closer attention to its role as a donor, even when concerning charitable donations or sponsorships, commercial advantage.

In order to make all Employees understand the impact of corruption and the importance of good governance and transparency in doing business, the CEO has acted as a role model and communicated tone from the top to ensure that Employees are fully committed to the Company’s ethical corporate culture for sustainable development. Currently, the Company continues to implement strict sponsorship and donation policies to ensure that the Company contributes to Thailand in a responsible way.

Moreover, the Company was certified as an anti-corruption organization by the Thai Institute of Directors under the Private Sector Collective Action Coalition Against Corruption. In 2019, the Company received a certification renewal for a period of three more years.

In addition, the Company has regularly conducted risk assessment on the corruption and established practical guidelines to control, prevent, and monitor corruption risks. The Company communicates and provides training to Employees about the Anti- Corruption Policy and keeps monitoring the Anti-Corruption Policy implementation. These activities are presented and reported to the Board of Directors annually.

In this regard, the Company has conducted its business operation in line with its Anti-Corruption Policy, including in the following ways:

  1. The Company communicates to all levels, including Directors, Management, and Employees, to ensure all activities are in line with the applicable laws
  2. The Company provides reporting channels for breaches of company policies or other corruption cases. Protection measures are in place to ensure the safety of the people who report the cases
  3. The Company communicates via e-mail to all Suppliers and Employees to ensure they are aware of anti-corruption best practices, such as no gift receiving during festive season, etc.
  4. Executives participate in the annual International Anti-Corruption Day organized by NACC-National Anti-Corruption Commission on December 9th

(4) Whistleblowing

The Company has set up a communication channel through its website at www.dtac.co.th to provide opportunities for shareholders and interested persons to opine or complain directly to the Board of Directors of the Company in case there is unfair treatment or other trouble arising from the action of the Company. It is mandatory for all Employees to report any act likely to constitute a breach of the Code of Conduct to the Integrity Hotline ( https://telenorgroup.integrityline.com/frontpage ). Employees can consult the Ethics and Compliance Officer or his/her leader for further advice if necessary.

The Integrity Hotline is a confidential web-based intake system operated by an independent third party. The information of the whistleblower and other details are kept under the supervision of the Investigation Officer of the Investigation Department. Such information will be kept confidential to ensure the confidence and safety of the whistleblower. Furthermore, the Ethics and Compliance Officer reports to the Audit Committee at least once a quarter, regarding updates to the compliance program and taking considerations and recommendations from the Audit Committee if there is any concern.

All reported concerns are taken seriously and given fair and objective follow-up. The reports are first received and reviewed by the Company’s Investigation Department. In cases which present serious allegations or concerns, the Investigation Department will undertake an independent investigation to clarify relevant facts. Other cases are transferred to the Business Unit and managed by an appointed independent functionary. All functionaries are required to maintain all information in the strictest confidence in order to ensure the integrity of the process.

The Company regularly communicates to Employees that they can report all suspicious, unethical, or illegal behavior without fear of retaliation. The Company does not tolerate retaliation of any kind against those who speak up in good faith.

The Company complies with the regulations of the SEC, the Office of SEC, and the SET with regards to the disclosure of significant information, in particular, financial information, the Company’s development, operational information, business performance, and other relevant substantial information through the SET website, in order to ensure transparent and equitable disclosure. In addition, the Company regularly posts updated information, both in Thai and English, regarding its -financial information, policies and CSR activities and Annual Registration Statements (Form 56-1 One Report) on its website at www.dtac.co.th. The Company also holds an analyst briefing each quarter to announce its quarterly operating results to shareholders, investors, analysts, fund managers, and other interested persons. The Management of the Company attends the analyst briefings to clarify and answer inquiries raised by attending persons.

The Company realizes that the Company’s information, whether financial or non-financial, will influence the decision-making of its shareholders and other general investors. Therefore, to ensure that significant information is disclosed accurately, promptly, and transparently, the Company has established an Investor Relations Division to efficiently and regularly communicate with its shareholders and general investors. Any interested person can obtain the Company’s information from the Investor Relations Division at +66-2202-8882 or IR@dtac.co.th.

In 2021, the Company disclosed material information through the channel provided by the SET a total of 34 times. The Company also arranged relevant activities to visit and provide publicly disclosed information to shareholders, analysts, and investors from time to time, which are summarized as follows:

Stakeholders Engagement Channel Frequency Expectation Response
Shareholders/Investors Annual General Meeting of Shareholders (AGM) Once a year
  • Fair treatment to all shareholders
  • Disclosure with accuracy, punctuality and easy access
  • Growth of business and profit for shareholders
  • Consistent dividend payment
  • Compliance with guidance and regulation of the Stock Exchange of Thailand and the Securities and Exchange Commission, Thailand
  • Doing business with corporate governance and social responsibility
  • Making investments to support the Company's growth
  • Compliance with dividend policy
  • Providing a variety of channels to communicate with shareholders and investors
  • Providing a variety of channels to communicate with shareholders and investors
Quarterly result announcement
–Conference Call
Once a quarter
Roadshow and conference meeting both local and international shareholders/ investors 11 times in 2020
Investor Company Visit / Conference Call 10 times in 2020
Investor Relations website Frequently update information on website
Investor Relations e-mail Daily

The Board of Directors of the Company is responsible for the Company’s financial statements and -financial information contained in the Annual Registration Statements (Form 56-1 One Report). The -financial statements have been prepared in accordance with the generally accepted accounting principles in Thailand. The Company has chosen an appropriate accounting policy and has applied the applicable accounting standards for each accounting period. The Board of Directors has appointed the Audit Committee to review the quality of the financial statements and internal control system of the Company, as well as sufficient disclosure of significant information in the notes to the financial statements, in order to ensure all accounting records are accurate, complete, and adequate for the benefit of the shareholders and general investors. Furthermore, the Board of Directors has prepared the Board of Directors’ report in the Annual Registration Statement (Form 56-1 One Report), providing information on the results of business operation and other important matters that occurred within the year for the shareholders’ acknowledgement.

In 2021, there was no action taken by regulators against the Company related to the non-disclosure of any material information within the requisite timeframe

1) Composition of the Board of Directors

The Board of Directors of the Company currently consists of ten directors, all of whom are non-executive directors. Four directors are independent directors, three of whom are female. In addition, there is one other female director who is a non-executive director. In total, the Company has four female directors, representing 40% of existing directors.

The Company has a policy that non-executive director or independent director positions can be held by individuals who hold more than five directorship positions in publicly listed companies. The Company has a further policy that executive directors may not hold director positions in other companies and no more than two listed companies, excluding subsidiaries, affiliates, and joint-venture companies of the Company. This helps ensure their efficiency in performing their duties and responsibilities towards the Company. More than one non-executive directors have work experience in the business of the Company.

The Chair of the Board of Directors and the Chief Executive Officer have separate functions and responsibilities and are not the same person. The Chair has been elected by the directors of the Company and acts as the Chair of the meetings. The Chair is responsible for ensuring that the meetings of the Board of Directors of the Company proceed in accordance with the agendas, encouraging all directors to participate in the meeting by asking questions and making observation notes, giving advice and recommendations to the Management, and supporting the business operation of the Company. However, the Chair does not interfere with the work of the Management of the Company. The Chief Executive Officer is responsible for managing the business of the Company and supervising its business operation to ensure that it complies with the resolutions of the shareholders’ meetings and the Board of Directors’ meetings, policies and business plans of the Company, and applicable laws.

The Board of Directors of the Company is composed of directors who possess qualifications, knowledge, expertise, and experiences in various areas, including finance and accounting, business administration, law, and the telecommunications business. The independent directors possess higher qualifications than those required by the SEC and the SET, details of which can be found under Section 8.1.1 Recruitment, Development and Performance Assessment of Director – (1) Independent Director.

The Company does not require that the Chair of the Board of Directors be an independent director, given that the telecommunications business has a unique and complex nature and is subject to rigorous regulations. The Company believes that its Chair and the Board of Directors possess knowledge, capacity, and a good understanding of the nature of the telecommunications business, which are necessary in the decision-making process in order to bring the utmost benefit to the Company and its shareholders as a whole. Despite the fact that the Chair is not an independent director, the Board of Directors of the Company is still of the opinion that the Company has a good internal control system, including mechanisms which can create confidence for its shareholders and all stakeholders that any decision-making by the Board of Directors is made independently, prudently, and without being influenced or directed in any respect.

2) Roles of Directors

The Board of Directors of the Company approves the vision, mission, strategy, business direction and operational policy, business plan, and annual budget of the Company annually. The Board then directs the Management to perform in compliance with the established policies and business plans in accordance with the applicable laws, objectives and Articles of Association of the Company, and resolutions of the Board of Directors’ and shareholders’ meetings, taking into account the utmost benefit of the Company and the stakeholders, in order to build sustainable growth of the Company and increase long term value for the shareholders. Further details on the authorities, duties, and responsibilities of the Board of Directors are provided in the Rules of Procedure for the Board of Directors, Attachment 5 of this Annual Registration Statement (Form 56-1 One Report).

The Board of Directors holds a Board of Directors’ Meeting without the presence of the executive director or member of the Management at least once a year. The meeting provides the directors with the opportunity to review the performance of the Board of Directors, the Management, and the Company as well as to consider and discuss management issues or other issues which are of the interest of the Board of Directors. The resolutions of the meeting are shared with the Chief Executive Officer for acknowledgement and consideration for further improvement. In 2021, the Board of Directors held 1 meeting without the presence of the executive director and the Management. Moreover, the Board of Directors holds a Board of Directors’ meeting with the External Auditor without the presence of the executive director or member of the Management at least once a year. In 2021, the Board of Directors held 1 meeting with the External Auditor without the presence of the executive director or the Management.

Performance Evaluation of the Board of Directors

The Board of Directors conducts an evaluation on the performance of the board, an individual director self-assessment, and sub-committee self-assessment on an annual basis in order to provide an opportunity for each director to express his or her views on the performance of the Board of Directors and to consider and review the results, problems, and obstacles around its performance over the previous year. In 2021, the Board of Directors conducted the aforementioned evaluations with the results as set out below.

The Board of Directors Self-Assessment

The Company arranges for an evaluation on the performance of the Board of Directors on an annual basis in accordance with good corporate governance principles. The evaluation procedure can be summarized as follows.

The Company Secretary prepares and reviews the evaluation form for correction, completeness, and compliance with the criteria required by the regulators. The evaluation form is then proposed to the Board of Directors to complete. The Company Secretary summarizes the result of the evaluation on the performance of the Board of Directors as well as the strengths and improvement areas before reporting it to the Nomination and Remuneration Committee for its recommendations to the Board of Directors for consideration. The Board of Directors then reviews the result of the evaluation in order to improve its performance.

The form for the performance evaluation of the Board of Directors contains six key areas, namely: (1) structures and qualifications of the Board of Directors, (2) roles, duties, and responsibilities of the Board of Directors, (3) meetings of the Board of Directors, (4) performance of the Board of Directors, (5) relationship with the Management, and (6) self-improvement for the directors and executives’ development. The results of each key area are calculated in percentage, whereby 85 percent or more = excellent, more than 75 percent = very good, more than 65 percent = good, more than 50 percent = average, and less than 50 percent = needs improvement.

In 2021, it can be concluded from the evaluation results that the Board of Directors has performed its duties in accordance with good corporate governance principles and the dtac Code of Conduct of the Company, with most of the performance in the level of excellent and having an average score of 95.56 percent.

Sub-Committees’ Self-Assessments

In 2021, the Company arranged for the sub-committees’ self-assessments. The procedure is the same as the performance evaluation of the Board of Directors as mentioned above. The evaluation form for the sub-committees’ self-assessment contains 3 key aspects, which are: (1) committee composition, (2) committee responsibilities, and (3) operating practices. After the evaluation, most of the results were comparable with those of last year for all sub-committees.

Individual Directors’ Self-Assessment

The Company also arranges for individual directors’ self-assessments on an annual basis. The evaluation procedure is the same as the performance evaluation for the Board of Directors as mentioned above. The evaluation form for individual directors’ self-assessments contains five key areas, namely: (1) foundational, (2) directors’ citizenship, (3) directors’ responsibilities, (4) directors’ meetings, and (5) directors’ overall performance. After the evaluation in 2021, the average results were 97.43 percent. The results showed that the Company’s directors are qualified and have performed their duties excellently and in accordance with the principles of good practice for directors.

3) Attendance and Remuneration of the Director

Attendance of Director

A meeting of the Board of Directors of the Company is held at least once every quarter. The Company informs the directors of the dates and times of the meetings in advance every year so that the directors can manage their schedules accordingly. There are clear agendas for each meeting. The Company sends the meeting invitation, together with supporting documents, to the directors at least seven days in advance to allow them sufficient time to study the information prior to the meeting. Each meeting takes at least three hours, except for extraordinary meetings with specific purposes. The senior Management of the Company joins the meeting in order to clarify and answer the Board of Directors’ queries. The Chair invites every director to express his/her opinion before proceeding with the vote and determining a resolution for each agenda item. Directors having interest in certain agenda items, whether directly or indirectly, are not be eligible to vote and have to leave the meeting during the consideration of the relevant agenda item.

The Company records the minutes of the meetings in writing and keeps the originals with the meeting invitation notices and the relevant supporting documents. Electronic copies of the documents are also maintained for the convenience of the directors and relevant persons.

The Company has arranged facilities for the directors to attend the Board of Directors’ meetings via video or teleconference in accordance with the Emergency Decree on Electronic Meeting B.E. 2563 including any other related rules and regulations, so the directors could continue to provide opinions or recommendations which are beneficial to the Management and the business operation of the Company.

The Company imposes the policy that the quorum of each Board of Directors’ meeting must consist of no less than two-thirds of total directors. This policy is also applied to the vote on each agenda. However, in case that the quorum is less than two-thirds, it is the Chair’s discretion to proceed with quorum prescribed in the Company’s Articles of Association (no less than half of the total directors).

In 2021, the Company held seven Board of Directors’ meetings with the rate of attendance at 100 percent. The attendance of each director is as follows:

Name – Surname Position Attendance of the Board of Directors Meetings Attendance of the 2021
Annual General Meeting of Shareholders
Total In person By electronics means
Mr. Boonchai Bencharongkul Chair 7/7 7/7 - 1/1
Mr. Joergen Christian Arentz Rostrup Vice Chair 7/7 1/7 6/7 1/1
Mrs. Kamonwan Wipulakorn Independent Director, Chair of the Audit Committee, Remuneration Committee and Corporate Governance Committee 7/7 - 7/7 1/1
Mr. Stephen Woodruff Fordham Independent Director, Chair of the Nomination Committee, Audit Committee and Corporate Governance Committee 7/7 - 7/7 1/1
Mrs. Chananyarak Phetcharat Independent Director, Chair of the Corporate Governance Committee, Chair of the Remuneration Committee and Nomination Committee 7/7 - 7/7 1/1
Mrs. Tone Ripel Director, Nomination Committee, Remuneration Committee and Corporate Governance Committee 7/7 - 7/7 1/1
Mr. Rakesh Jain Director, Nomination Committee, Remuneration Committee and Corporate Governance Committee 7/7 1/7 6/7 1/1
Mrs. Pratana Mongkolkul Independent Director, Audit Committee, Nomination Committee and Remuneration Committee 7/7 - 7/7 1/1
Mr. Haakon Bruaset Kjoel Director 7/7 - 7/7 1/1
Mr. Thomas Alexander Thyholdt Director 7/7 - 7/7 1/1

Remuneration of the Director

In 2021, the total remuneration of directors of the Company was THB 13,540,800 with the remuneration of each individual director as follows:

Names Directors’ Remuneration (THB)
Board of
Directors
Audit
Committee
Nomination
and
Remuneration
Committee
Corporate
Governance
Committee
Total
Mr. Boonchai Bencharongkul 3,840,000 - - - 3,840,000
Mr. Joergen Christian Arentz Rostrup - - - - -
Mr. Stephen Woodruff Fordham 1,320,000 720,000 600,000 - 2,640,000
Mrs. Chananyarak Phetcharat 1,320,000 - 300,000 408,000 2,028,000
Mrs. Kamonwan Wipulakorn 1,320,000 964,800 - 204,000 2,488,800
Mrs. Pratana Mongkolkul 1,320,000 720,000 300,000 204,000 2,544,000
Mrs. Tone Ripel - - - - -
Mr. Rakesh Jain - - - - -
Mr. Haakon Bruaset Kjoel - - - - -
Mr. Thomas Alexander Thyholdt - - - - -
Total 9,120,000 2,404,800 1,200,000 816,000 13,540,800

4) Roles and Composition of Subcommittees

In 2021, the subcommittees have performed their duties as follows:

Audit Committee

The Audit Committee consists of three independent directors. The Chair of the Audit Committee has experience and professional qualifications in accounting and financial fields. She has been the Chief Financial Officer of a leading company, as well as several listed companies in Thailand, and was a financial executive with several financial institutions. This expertise is valuable and highly relevant in the role of the Audit Committee and in the telecommunication industries. The duties and responsibilities of the Audit Committee are provided in the Audit Committee Charter, Attachment five of this Annual Registration Statement (Form 56-1 One Report).

In 2021, the Company held nine Audit Committee meetings. Attendance at these meetings was as follows:

Name List No. of attendance / No. of meetings in 2021
Total In person By electronics means
Mrs. Kamonwan Wipulakorn (Chair and Independent Director) 9/9 - 9/9
Mr. Stephen Woodruff Fordham (Independent Director) 9/9 - 9/9
Mrs. Pratana Mongkolkul (Independent Director) 9/9 - 9/9

In 2021, the Audit Committee was responsible for reviewing the financial reporting system of the Company, the internal control system and internal audit system; compliance with laws relating to the business of the Company; considering, selecting, and nominating the Company’s auditors; and reviewing Connected Party Transactions or transactions which may lead to conflict of interests, etc.

In carrying out its duty on the selection and nomination of the auditors of the Company, the Audit Committee considers the selection of auditors pursuant to the Company’s assessment criteria, which consist of the auditors’ experience, performance, understanding of the telecommunications business, and expertise on auditing telecommunications companies, as well as their independence in performing their works during the past year, in order to propose the appointment of the auditors to the Board of Directors and the shareholders’ meeting for consideration. At the 2021 Annual General Meeting of Shareholders, held on 26 March 2021, Mrs. Gingkarn Atsawarangsalit (Certied Public Accountant No. 4496), Ms. Sirirat Sricharoensup (Certified Public Accountant No. 5419), Ms. Rungnapa Lertsuwankul (Certified Public Accountant No. 3516), and Ms. Pimjai Manitkajohnkit (Certified Public Accountant No. 4521), all of them from EY Office Limited, were appointed as the auditors of the Company. Ms. Pimjai Manitkajohnkit was the auditor in charge of auditing the Company and expressed opinions on the financial statements of the Company for the year ending 31 December 2021.

The Audit Committee’s other duties include overseeing the preparation of the Company’s -financial report. This entails seeking clarifications from the Management about its judgments in preparing the report, ensuring compliance with applicable laws, and considering whether connected transactions or transactions that may lead to conflicts of interest are reasonable and in the best interest of the Company. The Audit Committee also oversees the performance of the Head of Internal Audit. It also reviews the internal control system’s adequacy and appropriateness by meeting regularly with Executives and functionaries responsible for risk management and internal control. The Audit Committee meets with the Head of Internal Audit and with the Auditors of the Company at least once a year without the presence of the Management of the Company. Furthermore, where the Audit Committee deems necessary and appropriate, it may request clarifications, opinions and additional information pertaining to financial and accounting matters from the Head of Internal Audit and the Auditors of the Company in order to carry out its duties.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company consists of five directors, three of whom are independent directors and two non-executive directors. The Chair of the Nomination and Remuneration Committee is an independent director. A meeting of the Nomination and Remuneration Committee is held at least twice a year. The duties and responsibilities of the Nomination and Remuneration Committee are provided in the Nomination and Remuneration Committee Charter, Attachment 5 of this Annual Registration Statement (Form 56-1 One Report).

In 2021, the Committee convened four meetings, which were attended by all members. The Committee’s accomplishments can be summarized as follows:

  1. Director and Chief Executive Officer Remuneration: The Committee reviewed the Director remuneration structure and the Chief Executive Officer remuneration package and made recommendations to the Board on these matters. In determining the remuneration of the Chief Executive Officer, the Committee considered the performance of the Chief Executive Officer during the previous year pursuant to the specified key performance indicators (KPIs), each of which has different weighted scores
  2. Director Nomination: The Committee made recommendations to the Board on the appointment of new Directors of subsidiaries and the re-election of Directors of the Company and subsidiaries
  3. Board Composition: The Committee made recommendations to the Board on the composition of the Board and its subcommittees
  4. Succession Planning: The Committee made recommendations to the Board on talent development and succession planning for senior management positions within the Company
  5. Board performance: The Committee improved the Board’s self-assessment questionnaire, reviewing and making recommendations to the Board on the results of the annual self-assessments of individual performance and Board performance
Name List No. of Attendance /No. of Meetings in 2021
Total In person By electronics means
Mr. Stephen Woodru Fordham (Chair and Independent Director) 4/4 - 4/4
Mrs. Chananyarak Phetcharat (Independent Director) 4/4 - 4/4
Mrs. Pratana Mongkolkul (Independent Director) 4/4 - 4/4
Mr. Rakesh Jain (Non-Executive Director) 4/4 - 4/4
Mrs. Tone Ripel (Non-Executive Director) 4/4 - 4/4

Corporate Governance Committee

The Corporate Governance Committee consists of five directors, of whom three are independent directors and two non-executive directors. The Chair of the Corporate Governance Committee is an independent director. A meeting of the Corporate Governance Committee is held at least once a year. The duties and responsibilities of the Corporate Governance Committee are provided in the Rules of Procedure for the Corporate Governance Committee, Attachment 5 of this Annual Registration Statement (Form 56-1 One Report).

In 2021, the Corporate Governance Committee convened for a total of four meetings. The following is a summary of the Committee’s activities

  1. Board roles and responsibilities: The Committee ensured that the Board set strategies, tracked the progress of those strategies, and ensured the good governance structure of the Company with the following three main tasks:
    • Reviewing the Corporate Governance Policy to ensure compliance with the principles of CG, SET’s CG principles, SEC’s CG code and the international principles of the Organisation for Economic Cooperation and Development (OECD), together with the ASEAN CG scorecard
    • Reviewing the appropriateness of the amendment to dtac’s Business Code of Conduct
    • Reviewing the amendment to the Board assessment template to ensure the development of Directors in terms of good corporate governance
  2. Ensuring good corporate governance practices
    • Reviewing, monitoring, and ensuring that dtac’s Corporate Governance Focus for 2021 has been implemented to serve as a guideline for the execution, monitoring, and evaluation of dtac’s corporate governance performance.
    • Monitoring of dtac’s Corporate Governance Rating by the Thai Institution of Directors Association, which awarded the Company a five-star Excellent CG Scoring for the seventh consecutive year. This award reflects the Company’s consistent efforts to operate under the good corporate governance principle and sustainable development
    • Overseeing the preparation of the 2021 Annual General Meeting of Shareholders (AGM) during the COVID-19 pandemic, which resulted in the Company receiving 100 points and an “Excellent” rating on the 2021 AGM checklist by the Thai Investors Association (TIA)
  3. Promoting a corporate culture of ethics, compliance, and adherence to the Code of Conduct.
    • Overseeing and monitoring dtac’s compliance program, which includes risk management, governance, integrity culture, and learning and growth as the concrete foundations of the Company’s corporate culture
Name List No. of Attendance /No. of Meetings in 2021
Total In person By electronics means
Mrs. Chananyarak Phetcharat (Chair and Independent Director) 4/4 - 4/4
Mrs. Pratana Mongkolkul (Independent Director) 4/4 - 4/4
Mrs. Kamonwan Wipulakorn (Independent Director) 4/4 - 4/4
Mr. Rakesh Jain (Non-Executive Director) 4/4 - 4/4
Mrs. Tone Ripel (Non-Executive Director) 4/4 - 4/4

5) Development of Directors

When appointing a new director, the Company will prepare material information as well as arrange for a meeting with the Management, so that the new director can familiarize himself/herself with the business operations and the corporate governance policies of the Company. The Company also encourages its directors to attend the trainings relating to the duties of directors, which are organized by the Thai Institute of Directors Association and other institutes. The Company will inform them of relevant trainings which would be useful in carrying out their duty as the directors of the Company. At present, there are six directors of the Company who have attended the courses organized by the Thai Institute of Directors Association. This year, directors who attended courses are as follows:

Name – Surname Position Course
Mr. Boonchai Bencharongku Chair of the Board of Directors IT Governance and Cyber Resilience Program (ITG) (17/2564)
Mrs. Kamonwan Wipulakorn Independent Director
Chair of the Audit Committee Member of the Corporate Governance Committee
Director Leadership Certication Program (DLCP) (2/2564)
Mrs. Pratana Mongkolkul Independent Director
Member of the Audit Committee
Member of the Nomination and Remuneration Committee Member of the Corporate Governance
Committee
Board Nomination and Compensation Program (BNCP) (12/2564) Director Leadership Certication Program (DLCP) (2/2564) Ethical Leadership Program (ELP) (21/2564)

Details of the directors training can be found under Details of Directors, Attachment 1 of this Annual Registration Statements (Form 56-1 One Report).

6) Recruitment of Executives

The Board of Directors of the Company has established a policy and criteria for the nomination and appointment of senior management and a policy for succession planning. There is a clear and transparent nomination process in which educational background, work experience, knowledge, capability, ethics, and leadership are taken into consideration. The Board of Directors of the Company has appointed the Nomination and Remuneration Committee to consider and recommend qualified candidates for the positions of Chief Executive Officer and Chief Financial Officer of the Company.

The Board of Directors of the Company has appointed People Group to be responsible for setting up the succession plan for the Chief Executive position. People Group will consider persons who have suitable qualifications, knowledge, and ability to manage the Company’s business. The Management has proposed top executives’ succession plan to the Nomination and Remuneration Committee and the Board of Directors for consideration and recommendations on the appropriateness of such plans.

7) Summary of Director Performance in 2021

The Company plans in advance at least six Board of Directors meetings in a year in order to discuss routine agenda items. If any unforeseen and important matters arise, the Chair of the Board is empowered to call additional meetings by giving advance notice to all directors as required by the relevant laws. There were seven Board of Directors meetings held in 2021.

The authorities, duties, and responsibilities of the Board of Directors are as set forth in the Public Limited Company Act, the Securities and Exchange Act, the regulations of the SET, and the Articles of Association of the Company.

  1. Perform its duties and responsibilities with due care and loyalty, considering the best interest of the Company and its shareholders;
  2. Be responsible for the administration of the Company, managing the Company’s long-term and strategic planning, safeguarding the proper organization of the business, and overseeing the management of day-to-day operations;
  3. Set the Company’s direction, vision, values, and leadership expectations;
  4. Consider and approve decisions to enter major transactions and other proceedings, and in certain cases grant authority to make such decisions, in accordance with applicable legislation, the Company’s objectives and Articles of Association, decisions made by the shareholders’ meetings, as well as the Company’s governing documents;
  5. Ensure that the Company adheres to generally accepted principles for the governance and effective control of the Company’s activities;
  6. Approve and supervise targets and strategy plans and any deviations therefrom;
  7. Ensure the accuracy and completeness of the Company’s operational and financial reporting to all shareholders and general investors;
  8. Have adequate oversight of internal control over financial reporting (ICFR) to ensure that these controls adhere to objectives and are compliant with legal requirements and the Company’s governing documents;
  9. Evaluate and discuss the Company’s optimal capital structure, the dividend policy, the funding strategy, and the optimal funding composition on a regular basis;
  10. Declare interim dividends to shareholders from time to time when the Board is of the view that the Company has derived sufficient profits to do so;
  11. Review the Management’s draft of the annual accounts and ensure that they are accurately and completely prepared and that they reflect the Company’s financial condition and results of operation for the benefit of all shareholders and general investors;
  12. Compile the annual report together with the Management;
  13. Oversee and determine the overall organization and operations of the Company and its key subsidiaries;
  14. Ensure that risk management activities are in place to pro-actively identify and deal with critical business risks related to the Company. All strategic, operational (financial and non--financial), and legal risks of importance should be taken into consideration;
  15. Ensure that transactions by Management, Board Members and shareholders, including their related persons, that have potential conflicts of interest are undertaken on an arm’s length basis and on normal commercial terms, and are not prejudicial to the interests of the Company and the Company’s minority shareholders;
  16. Ensure that the Company has adequate and appropriate internal controls and that an internal audit unit is established and maintained to monitor and report any significant failures or weaknesses thereof, together with recommendations for corrective action;
  17. Prepare issues to be dealt with at shareholders’ meetings and provide recommendations thereon;
  18. Identify potential candidates with the appropriate knowledge, competencies, and expertise to complement the existing skills of the Board and the boards of its key subsidiaries;
  19. Review and make recommendations on the remuneration of directors for approval by shareholders;
  20. Appoint (and dismiss) the Company’s Chief Executive Officer, and oversee and undertake an annual evaluation of the Chief Executive Officer’s execution of his/her duties;
  21. Oversee that both safety and security risks are managed proportionally and effectively to ensure the protection of personnel, information, and other assets;
  22. Ensure that the Company has adequate procedures in place to prevent becoming involved in corruption; and
  23. Carry out an evaluation once a year of its work, functions, and performance.

Key matters reserved for the Board’s approval are as follows:

  1. Strategy, business plan, key performance indicators;
  2. Capital expenditure and expenses exceeding certain material limits;
  3. Strategic investments in new business and divestments;
  4. Organizational structure and the appointment of the CEO and senior executives;
  5. CEO and Management’s succession plan;
  6. CEO’s compensation;
  7. Appointment of directors, CEO, and CFO of all subsidiaries of the Company;
  8. Important transactions and any other extraordinary matters of significant importance;
  9. Litigation having significant potential impact;
  10. Significant policies;
  11. Loan commitments and lines of credit from banks and other financial institutions; and
  12. Dividend policy, declaration of interim dividends, and proposal of annual dividends for the annual general meeting for shareholders’ approval

8) Names of Subcommittee Members

Audit Committee

The Audit Committee consists of three independent directors, namely:

Names of Directors Position
Mrs. Kamonwan Wipulakorn (Independent Director) Chair of the Audit Committee
Mr. Stephen Woodruff Fordham (Independent Director) Member of the Audit Committee
Mrs. Pratana Mongkolkul (Independent Director) Member of the Audit Committee

Mrs. Kamonwan Wipulakorn and Mrs. Pratana Mongkolkul have extensive knowledge and experience in the area of accounting, sufficient to review the creditability of the financial statements of the Company.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of five directors, namely:

Name List Directors Position
Mr. Stephen Woodru Fordham (Independent Director) Chair of the Remuneration Committee
Mrs. Chananyarak Phetcharat (Independent Director) Member of the Remuneration Committee
Mrs. Pratana Mongkolkul (Independent Director) Member of the Remuneration Committee
Mr. Haakon Bruaset Kjoel (Non-Executive Director) Member of the Remuneration Committee
Mrs. Tone Ripel (Non-Executive Director) Member of the Remuneration Committee

Corporate Governance Committee

The Corporate Governance Committee consists of five directors, namely:

Names of Directors Position
Mrs. Chananyarak Phetcharat (Independent Director) Chair of the Corporate Governance Committee
Mrs. Pratana Mongkolkul (Independent Director) Member of the Corporate Governance Committee
Mrs. Kamonwan Wipulakorn (Independent Director) Member of the Corporate Governance Committee
Mr. Rakesh Jain (Non-Executive Director) Member of the Corporate Governance Committee
Mrs. Tone Ripel (Non-Executive Director) Member of the Corporate Governance Committee

Recruitment of Directors and Executives

Recruitment of Directors

The Company places importance on the nomination and selection of directors by specifying the qualifications of directors and independent directors in accordance with the laws and relevant regulatory requirements, including the Articles of Association of the Company.

The selection and nomination of directors of the Company is considered by taking into account the educational background, work experience, knowledge and expertise, particularly in the telecommunications industry, and past performance as a director as well as the appropriate mix of skills and other diversities e.g. gender. This is in order to enable the Board of Directors to perform its duties effectively.

The Board recognizes the benefits of diversity and considers it as an important element in effective decision-making and management. The Corporate Governance Committee and Nomination Committee draw up guidelines regarding the diversity of other qualifications of nominated candidate as the position of director. Moreover, the Company used the Board Skill Matrix as supporting information in selecting of candidates with a focus on recruitment of versatility of expertise with appropriate mix of skills suitable for telecommunication industry. In 2017, the Company reviewed the Board Skill Matrix by classifying it to 10 subject matters including collaborative leadership and strategic planning, customers and marketing, account and finance, IT and technology, industry knowledge, legal, crisis and risk management and organization and human resources management.

The Nomination Committee is responsible for the selection and nomination of directors of the Company. Since 2011, the Company has engaged professional recruitment firms to assist in the selection of independent directors. The Nomination Committee will select qualified person for the position of director, conclude the selection results and nominate them as candidates for further consideration by the Board of Directors and the shareholders (as the case may be).

Directors of the Company must have the qualifications to act as directors and do not possess any of the prohibited characteristics prescribed by laws and must not simultaneously hold more than 5 board seats in publicly listed companies and executive directors must not hold more than 2 directorship positions in other companies or publicly listed companies, excluding subsidiaries, affiliates and joint-venture companies of the Company in order to ensure their efficiency in performing their duties and responsibilities towards the Company.

Directors are elected to hold office for a period of 3 years and may be re-elected for another term of office. The appointment, removal and retirement of a director from the Board of Directors of the Company must comply with the Articles of Association of the Company as follows:

  1. The Board of Directors must comprise at least 5 members and at least half of whom must have residence in Thailand;
  2. The shareholders must appoint members of the Board of Directors in the following manners:
    • each shareholder shall have the votes equals to the number of shares held by him/her;
    • all votes can be casted for a particular candidate or group of candidates but cannot be split between different candidates; and
    • candidates receiving the highest number of votes in descending order will be appointed as directors of the Company. In the event of a tie, the Chair of the meeting will have the casting vote;
  3. director wishing to resign from his/her position must submit a letter of resignation to the Company. Resignation takes effect upon receipt of the letter of resignation by the Company;
  4. The shareholders’ meeting may resolve to remove any director before the expiration of his/her term by not less than three-fourths of the number of shareholders attending the meeting and having the right to vote and holding not less than one-half of the total number of shares of all the shareholders attending the meeting and having the right to vote; and
  5. At every annual general meeting of shareholders, one-third of the directors who have served for the longest term must retire from their office, but such directors are eligible for re-election.

Furthermore, shareholders have the right to propose candidates for directorship at the Annual General Meeting of Shareholders in accordance with the relevant rules and regulations of the Company. The candidates for Chairmanship and directorship shall possess necessary knowledge and experience in telecommunications business or related businesses which are beneficial to the Company’s business. The Company also has a procedure for selection of the independent directors which ensures that the independent directors would function to the best interest of the Company and shareholders.

To this end, given the complicated and lengthy historical backgrounds of the telecommunications business sector, there is a need that directors have good understandings on relevant specific matters, including commercial, e.g. business transactions, etc. or the complicated technical matters, e.g. spectrum bands, telecommunications network, fiber optic, transmission equipment, mobile device, online business, internet, technological advancement, rules and regulations of the Office of The National Broadcasting and Telecommunications, etc. Lengthy and complexity backgrounds make telecommunication sector very difficult to understand. However, understanding of these matters is quite essential for business analysis and planning. Thus, years of services are a key factor for a director to have in-depth knowledge and to provide valuable recommendations and directions to the Company. The Company’s board of directors has well functioned in this respect.

Recruitment of Executives

The Board of Directors of the Company has established a policy and criteria for the nomination and appointment of senior management and a policy for succession plan. There is a clear and transparent nomination process in which educational background, work experience, knowledge, capability, ethics and leadership are taken into consideration. The Board of Directors of the Company has appointed the Nomination Committee to consider and recommend qualified candidates for the appointment as Chief Executive Officer and Chief Financial Officer of the Company.

Monitoring of the Operation of the Company’s Subsidiaries and Affiliates

The Company has developed mechanisms to monitor the administration, management and operation of its subsidiaries and affiliates and to protect the interests of the Company. The Company has appointed representatives of the Company as Directors and Senior Management of such subsidiaries and affiliates. The Board of Directors of the Company has appointed the Nomination and Remuneration Committee to consider and recommend qualified candidates for appointment as Director, Chief Executive Officer and Chief Financial Officer of its subsidiaries. In addition, the Company has taken actions to ensure that the authorities, duties, and responsibilities of the Directors and Management of its Subsidiaries, rules and procedures relating to connected transactions, and other key transactions are in line with those of the Company in order to have the same standard of governance. The Company arranges for the financial and operational performance of its key subsidiaries to be reported to its Board of Directors quarterly

Usage of Inside Information for taking advantage

The Company is aware of the importance of handling Company information in order to prevent its unlawful use for personal benefit or the benefit of other persons. It is the responsibility of the Directors, Executives, and Employees of the Company to prevent access by unauthorized persons to, and disclosure of, non-public information that may affect the market price of the Company’s shares and other financial instruments issued by the Company before the Company discloses such information via the stock exchange’s disclosure system, or before the information ceases to be price-sensitive. The Directors, Executives, and Employees shall not trade in the shares or financial instruments before such information has been made public or ceases to be price-sensitive. Violation of the code of conduct for the handling of information will be subject to investigation, punishment, and/or dismissal of employment in accordance with the rules and procedures under applicable laws and regulations.

In addition, the Company has developed a manual for Directors, Executives, and Employees on dealing in the Company’s securities. The Directors, Executives, and relevant Employees of the Company are prohibited from dealing in the Company’s securities for the period of one month prior to the announcement of the Company’s operating results for each quarter until the day after the Company’s operating results are made public. They are further prohibited from trading on short-term considerations. The Company Secretary will notify the Directors, Executives, and relevant Employees of such periods prior to the announcement of the Company’s operating results. The Directors and Executives are required to notify the Company of any acquisition or change of their shareholdings in the Company (including the shareholdings of their spouses or minor children) within 24 hours of such acquisition or change. The Company Secretary will compile and report such information to the Board of Directors of the Company.

The Company’s code of conduct in relation to the usage of inside information can be found on the Company’s website at www.dtac.co.th and on the Company’s intranet.

With increasingly stringent privacy laws, the company gives importance to the care and processing of personal information in a transparent manner. The Company has raised the standards of care and protection of customers’ personal information by complying with the Personal Data Protection Act (PDPA) and applying best practice outlined in General Data Protection Regulation (GDPR) from Europe for identifying objectives of usage and disclosure of person information. The Company has also applied robust technical measures to protect personal information. This includes raising awareness and educating employees within the organization on the protection of personal information and cyber protection practices. The Company ensures that its employees have strictly complied with the dtac Code of Conduct and privacy policy.

Remuneration for Auditors’ Firm and its subsidiary

The shareholders of the Company, at the 2021 Annual General Meeting of Shareholders, which was held on 26 March 2021, approved auditors of the EY Office, namely Mrs. Gingkarn Atsawarangsalit (Certified Public Accountant No. 4496), Ms. Sirirat Sricharoensup (Certified Public Accountant No. 5419), Ms. Rungnapa Lertsuwankul (Certified public accountant No. 3516), and Ms. Pimjai Manitkajohnkit (Certified public accountant No. 4521) to be the auditors of the Company for the fi-nancial year ending on 31 December 2021 and also approved the remuneration of the auditors for 2021 in the amount not exceeding THB 4,000,000 (exclusive of VAT). The remuneration consists of the fees for the audit of the annual financial statements and the review of the quarterly financial statements. The Company’s total non-audit fee for the Universal Service Obligation (“USO”) certification for submission to the Office of the National Broadcasting and Telecommunications Commission (“NBTC”), was THB 250,000.

Compliance with Other Good Corporate Governance Practices

the Company has other good corporate practices as follows;

  1. The Company has set out relevant policy and procedure for selection of knowledgeable and competent person to serve as the Company’s directors. Shareholders have the right to propose candidates for directorship at the Annual General Meeting of Shareholders in accordance with the relevant rules and regulations of the Company. The candidates for Chairmanship and directorship shall possess necessary knowledge and experience in telecommunications business or related businesses which are beneficial to the Company’s business. The Company also has a procedure for selection of the independent directors which ensures that the independent directors would function to the best interest of the Company and shareholders. To this end, given the complicated and lengthy historical backgrounds of the telecommunications business sector, there is a need that directors have good understandings on relevant specific matters, including commercial (e.g. business transactions) and complicated technical matters (e.g. spectrum bands, telecommunications network, fiber optic, transmission equipment, mobile device, online business, internet, technological advancement, rules and regulations of the Office of The National Broadcasting and Telecommunications, etc.). Lengthy and complexity backgrounds make telecommunication sector very difficult to understand. However, understanding of these matters is quite essential for business analysis and planning. Thus, years of services is a key factor for a director to have in-depth knowledge and to provide valuable recommendations and directions to the Company. The Company’s board of directors has well functioned in this respect. The Company has planned at least 6 Board of Directors’ meetings in a year in advance in order to consider regular agenda items. If there is any other important matter, the Chair of the Board is empowered to call meetings to consider such matter by giving advanced notice to all directors as required by the relevant laws. The number of Board of Directors’ meetings in 2020 was 12.
  2. The Company has set out remuneration policy for both executives and employees based on knowledge, duty and responsibility. The Company also has the procedure for performance assessment in accordance with the widely accepted standard. The remuneration policy of the Management has been disclosed. Moreover, the Company has urged all executives and employees to adhere to relevant widely accepted principles, for example, employee shall not disclose his/her remuneration to other persons. The Company would also treat employees’ remuneration as a confidential matter and would respect the employees’ right to privacy.
  3. The Corporate Governance Committee had re-confirmed and the Board of Directors No. 10/2019 had approved the Inside Information Manual for the Directors, Executives and employees on dealing in securities of the Company. The underlying principal of the Manual is that the Directors and Executives are free to deal in the Company’s securities or change of interests in the Company’s securities but they are required to inform the Board or Company Secretary at least one day before dealing in the Company’s securities and also inform of the result within 24 hours from the time of such dealing or change of interest.
  4. The Company has not implemented a cumulative voting system as the Company’s Articles of Association prescribes that a director is elected through the use of a majority vote. However, the Company has provided other mechanisms to protect the rights of minority shareholders by setting out relevant policy and procedure for selection of knowledgeable and competent person to serve as the Company’s directors. Shareholders have the right to propose agenda and candidates for directorship at the Annual General Meeting of Shareholders in accordance with the relevant rules and regulations of the Company. The candidates for Chairmanship and directorship shall possess necessary knowledge and experience in telecommunications business or related businesses which are beneficial to the Company’s business. The procedure for selection of the independent directors also ensures that the independent directors would function to the best interest of the Company and its shareholders.
  5. The Company has set out new Governing Principles to improve and to strengthen Company’s governance. For example, the introducing of ‘Yearly Meeting Plan’ for the Board of Directors, having a meeting (at least once a year) between the Board of Directors and the Company’s external auditor without presence of the management. Also, the Board’s duty is to review several reports such as Risk Management including reviewing internal audit report at all Board of Directors Meeting.