Introduction

The Board of Directors of MCOT Public Company Limited (hereinafter called MCOT Plc.) has appointed the Corporate Governance Committee to support the administration of the Board of Directors in the establishment of rules, regulations and good practices of MCOT Plc. in compliance with good corporate governance to achieve a sustainable success and become a leader in the integrated multimedia business in ASEAN while maintaining responsibilities towards shareholders and stakeholders.

The Corporate Governance Committee is determined to disseminate good corporate governance principles and good practices to Directors, executives and employees to promote better knowledge and understanding in this matter and enable them to practically apply the principles to their work. The principles are also expected to enhance the standards, morality and ethics in the Company's business operation in accordance with the good governance principles for all listed companies and state enterprises and to create organizational efficiency and transparency, opening to any inspection and stimulating credibility among shareholders and other stakeholders.

The Corporate Governance Committee therefore initiates this Corporate Governance Committee Charter to specify the scope of duties, responsibilities and best practices as the standard practices for the Corporate Governance Committee and to achieve the goals of MCOT Plc.

1. Objectives

The objectives of the Corporate Governance Committee are as follows;

  1. To establish regulations that equip MCOT plc. with a more concrete format and standard for good corporate governance
  2. To enhance the internal operation that is more effective, transparent, accountable and open to scrutiny
  3. To reinforce the knowledge and comprehension in good corporate governance of Directors, executives and employees of the Company and make them conscious and aware of the importance of putting into force such principles
  4. To oversee that the Directors, executives and employees of MCOT Plc. follow the corporate governance principles precisely and efficiently to ensure the confidence of the shareholders in the corporate excellence
2. Composition
  1. The Board of Directors shall elect the Chairman and members of the Corporate Governance Committee from the Directors of the Company and non-Board-member specialists on corporate governance. The Chairman of the Committee shall be an Independent Director of the Company.
  2. The Corporate Governance Committee shall comprise at least three (3) Directors
  3. The Corporate Governance Committee shall dedicate time and use their own judgment independently to best promote MCOT Plc.’s good corporate governance
3. Roles and Responsibilities
  1. To study, prepare and draft the corporate governance policy under current legal framework, criteria, regulations and rules stipulated by organizations that oversee the corporate governance such as the Stock Exchange of Thailand, the Securities and Exchange Commission, the State Enterprise Policy Office, the Ministry of Finance, supervising ministries as well as international standards of corporate governance
  2. To propose to the Board of Directors the draft of corporate governance policy to be approved and used as best practices of the Directors and executives in the form of written corporate governance policy statement
  3. To oversee and give advise to Directors and executives of MCOT Plc. on how to perform their duties and fulfill their responsibilities in accordance with frameworks and criteria of corporate governance policy to properly and constantly improve the performance of Directors as well as executives as envisaged by the shareholders and stakeholders
  4. To review, revise and improve corporate governance policy continually at least once a year to keep MCOT Plc.’s corporate governance policy up-to-date and well adjusted to the international standards, laws, criteria, rules and regulations as well as recommendations from internal units that involve the corporate governance
  5. To follow up and assess the performance of the Directors and executives in compliance with best practices as specified in the corporate governance policy at the end of each year
  6. To prepare an annual assessment report on corporate governance as stipulated in 3.5 and propose to the Board of Directors by January next year, including any necessary opinion and suggestion
  7. To propose guideline for best practices in relation to morality and code of conduct for business operation of the Directors, executives and employees of MCOT Plc.
  8. To appoint working groups to support the corporate governance mission as deemed necessary and appropriate
  9. To perform any other assignment by the Board of Directors
4. Tenure and Retirement
  1. The tenure of the Corporate Governance Committee shall be three (3) years.
    One (1) year refers to the duration between the Annual General Meeting of Shareholders in which their appointment occurred until the next year’s Annual General Meeting of Shareholders. Any member who is retired by rotation may be reappointed but cannot retain the position longer than two (2) consecutive terms
  2. In cases that any Committee member is retired prior to the end of his/her tenure, a new Committee member shall be appointed with in 3 months after the first date of the vacancy. The tenure of the replacement Committee member shall be equal to the remaining term of the one he/she replaced.
5. Retirement

The retirement of the members of the Corporate Governance Committee occurs due to the following causes:

  • Completion of tenure
  • Retirement from the Company’s Directorship
  • Resignation
  • Death
  • Retirement resulting from the Resolution of the Board of Directors
6. Meeting
  1. The Corporate Governance Committee shall convene at least four (4) Meetings annually
  2. To form a quorum, the number of the members of the Committee attending each Meeting shall not be less than half (1/2) of the total number of the members of the Committee
  3. The resolution of the Meeting shall be supported by the majority of votes. In the event of equal number of votes, the Meeting Chairman shall give the casting vote.
7. Report
  1. The Corporate Governance Committee shall report the results of every Committee Meeting on the date in which the next Meeting of the Board of Directors is convened and provide suggestions to the Board of Directors as deemed appropriate
  2. The Corporate Governance Committee shall report the performance of their duties towards the shareholders in the Annual Report and the Annual Registration Statement as specified by the Stock Exchange of Thailand
8. Remuneration

The Committee member shall be eligible to receive the remuneration in accordance with what is specified in the Corporate Governance Policy

This Charter was approved by the Board of Directors’ Meeting No. 11/ 2552 on July 30, 2009 and was effective from August 1, 2009.