Message from The Chairman of the Board of MCOT Public Company Limited

The Board of Directors of MCOT Public Company Limited or MCOT Plc. strongly believes that management systems and procedures in compliance with good corporate governance principles are a key success factor for the Company’s effective business operations, which provide maximum benefit to its shareholders and stakeholders.

MCOT’s principles on Corporate Governance focus on roles of the directors regarding corporate governance, including taking responsibilities and performing duties full competence, taking responsibilities for their decisions and actions, equally treating all shareholders and stakeholders, ensuring openness, transparency and accountability, possessing a vision that creates long-term added values to the Company, adhering to business ethics and Code of Conduct, and providing an opportunity to the shareholders and stakeholders to voice their opinion beneficial to the Company.

Placing great importance on good governance principles and practices, the Board of Directors of MCOT Plc. has prepared and made revisions to this Corporate Governance Policy, in accordance with the Stock Exchange of Thailand (SET)’s Principles of Good Corporate Governance for Listed Companies 2014 and ASEAN Corporate Governance Scorecard, to be used as guidelines for all employees and executives. The Board of Directors of MCOT Plc. sincerely hopes that this CG Policy would reflect its strong intention and commitment to embracing good corporate governance practices and ensuring the Company’s compliance with good corporate governance principles in the best interests of shareholders and stakeholders.

Gen.
(Chatchalerm Chalermsukh)
Chairman of the Board
MCOT Public Company Limited

 

Section 1: Vision, Mission and Organization Value

Vision

Highly Creative Media Company

Mission

  1. To operate the integrated multimedia businesses enjoying the perpetual and sustainable growth.
  2. To produce and provide both news and entertainment contents for broadcasting via all available platforms.
  3. To provide the network provider service via all available platforms under international standard.
  4. To develop the organization to be a leading, modernized, and dynamic corporation adhering to the accountability for the society and stakeholders.

Organization Value

  1. Dedication to excellence
  2. Transparency and equality
  3. Accountability to the society and national development
  4. Enthusiasm for changes and new knowledge
  5. Service-mind
Section 2: The Principles of Corporate Governance

The Board of Directors of MCOT Public Company Limited or MCOT Plc. intended to shape MCOT Plc. to be an organization operated under good corporate governance according to the Principles of Corporate Governance, morality, responsibility to assigned duties, and transparency. Therefore, MCOT Plc. has implemented the Principles of Corporate Governance to form its strategies, business plans, and management to enrich its business operating efficiency and effectiveness so that MCOT Plc. proudly stands as a national multimedia organization, which enjoys the sustainable growth, and adheres to the corporate social responsibility towards the national interest eventually.

The corporate governance according to the Principles of Corporate Governance is referred to a formation of organization structure and internal management mechanism to bind relationship between the organization’s board of directors, executives, employees, and shareholders, which is aimed at enhancing the best interest for shareholders and stakeholders as a whole.

Such structure and management mechanism shine the following prominent principles:

  1. Responsibility for outcome of decision-making in performing duties (Accountability)
  2. Responsibility for every assignment under adequate competence and efficiency (Responsibility)
  3. Equitable and fair treatment to every shareholder as well as stakeholder under clear explanations
  4. Transparency of operations and transparent, complete and accurate information disclosure to all related parties
  5. Short-term and long-term value creation resulted by improving all domains of business competitiveness
  6. Strict adherence to the Principles of Corporate Governance and business ethics
  7. Promotion of stakeholder engagement in sharing opinions toward any operations of the Company that may give impact to the environment, health, quality of life and well-being
Section 3: The Board of Directors

1. Structure and Composition

The Board of Directors of MCOT Public Company is composed of a minimum of five (5) and a maximum of fifteen (15) as required by law.

The Board of Directors of MCOT Plc. may revise the maximum number of directors as it deems appropriate for the operations of MCOT Plc. in the future.

The structure and composition of the Board of Directors of MCOT Plc. must meet requirements as described below:

  1. At least one thirds (1/3) of members of the Board of Directors must be named in the list of directors prepared by the Ministry of Finance.
  2. At least one thirds (1/3) of members of the Board of Directors must be independent directors and there must be at least three (3) independent directors in the Board. At least one (1) director to be appointed as director must be named in the Directors’ Pool prepared by the Ministry of Finance. At least one (1) independent director must be an expert with a wide range of skills and experience in fields of accounting and finance.
  3. Not less than a half of the board members must reside in the Kingdom of Thailand.
  4. Not less than a half of the board members must be non-executive directors. According to the present regulation of MCOT Plc., one (1) executive director who is the President of MCOT Plc. must be a duly member of the Board of Directors.

The Board of Directors of MCOT Plc. shall represent the entire shareholders, not any particular group of shareholders to enable the Board to perform its duties independently and not to be influenced by any group.

The Board of Directors shall elect one independent director as Chairman of the Board. If it deems appropriate, the Board may elect one director or several directors as Vice Chairman.

The Board of Directors of MCOT Plc. shall have the power to appoint the Director-General as selected by the nomination process stipulated by relevant laws and regulations. It is also empowered to dismiss that person. If the Board of Directors of MCOT Plc. considers it deems appropriate to appoint the Director-General as director of MCOT Plc.; this can be executed according to Clause 4 of the regulation of MCOT Plc. and this appointed person is called "President".

2. Qualifications of Directors

The directors of MCOT Plc. must hold qualifications with no prohibited characteristics as specified in the General Qualifications of Members and Officials of State Enterprise Act, B.E. 2518 (1975) and its amendments, law on public limited company, securities and stock exchange and other related laws as well as regulations of MCOT Plc.

The directors of MCOT Plc. must attain knowledge, skills, and experience in different fields to fruitfully serve the operations of MCOT Plc. Each director must also have integrity and morality, adhere to business ethics, and devote sufficient time in fully applying his/her knowledge, skills, and experience in performing his/her duties of directorship.

Each director of MCOT Plc. may hold directorship in not more than five (5) listed companies. He or she may be the director in not more than three (3) state enterprises and companies whose shares are being held by the state enterprises.

In case of appointing any former Director-General or President of MCOT Plc. as director, this person must vacate office of the Director-General or the President of MCOT Plc. at least one (1) year prior to such appointment.

3. Qualifications of Independent Directors

An independent director of MCOT Plc. must attain the qualifications of independence as required by law on securities and stock exchange, and he or she shall hold shares of MCOT Plc. not more than zero point five (0.5) percent of the issued and paid-up share capital. An independent director must submit, on an annual basis and on the determined period, his/her report certifying his/her independence to the Chairman of the Board of Directors of MCOT Plc.

4. Specific Duties, Responsibilities and Power of Directors

The Board of Directors of MCOT Plc. has duties and responsibilities to all shareholders of MCOT Plc. in creating good operating results and the added value with an aim at constant and sustainable growth of MCOT Plc. To attain the aforesaid objective, the Board of Directors of MCOT Plc. has a duty of governing the operations of MCOT Plc. to ensure that it complies with all related laws, regulations, requirements, business ethics and resolutions of meetings of shareholders by considering the interest of all related stakeholders.

The Board of Directors of MCOT Plc. assigns the Director-General or the President to have duties and responsibilities in administering general affairs of MCOT Plc. under the policies, power and duties, and responsibilities determined and assigned by the Board of Directors of MCOT Plc. whereas the Board sustains its responsibilities for the work performance, as assigned by the Board, of the Director-General or the President.

The duties, responsibilities, and power of the Board of Directors of MCOT Plc. also include the following:

  1. Define the vision, strategies and direction of business operation.
  2. Approve and/or provide opinions about policies, business plans and annual budget, and supervise the Management’s operation to ensure that the established policies and work plans are implemented efficiently and effectively.
  3. Consider and approve certain significant transactions, including
    1. Investment in any new project, or establishment of any joint venture or subsidiary whereas the investment value may take the material effect to the financial status, strategy and reputation or project of the Company apart from the Company’s core businesses;
    2. Purchase or disposal of assets, business acquisition and participation in a joint venture project that is not contrary to rules and regulations of the Stock Exchange of Thailand;
    3. Capital increase or reduction;
    4. Financial transactions causing the Company’s debt-to-equity ratio exceeds 1:1
    5. Principle and guideline of entering into any significant business contract or agreement not dealing with the normal business of MCOT Plc.; and
    6. Making any transaction or performing any act that may take effect to the financial status, liabilities, business strategy, and reputation of the Company.
  4. Consider and approve the connected transactions between MCOT Plc. and persons associated with MCOT Plc. to be in compliance with all related notifications, requirements and practice guidelines of the Stock Exchange of Thailand.
  5. Ensure that the accounting and financial systems of MCOT Plc. conform to the generally accepted accounting principles, and they are audited by a creditable independent auditor to ensure that the Company’s financial reports are up-to-date, and may be monitored and evaluated.
  6. Oversee MCOT Plc. to have adequacy and appropriateness of efficient and proficient assessment process, internal control system, internal audit system and risk management system
  7. Appoint, establish and review duties, responsibilities and power of each committee appointed by the Board of Directors of MCOT Plc. as it deems appropriate and necessary.
  8. Seek for professional opinions from external advisors as appropriate and necessary at the Company’s expenses.
  9. Determine and review the power of approval empowered to the Director-General or the President and the Management as appropriate and necessary.
  10. Appoint the Corporate Secretary to take care of activities of the Board of Directors according to law on securities and stock exchange, and consider and/or approve an appointment or removal of the Corporate Secretary. In this regard, the Corporate Secretary shall hold qualifications and experience required by the Board of Directors of MCOT Plc.
  11. Report the responsibilities of the Board of Directors of MCOT Plc. by preparing financial reports to be shown in annual reports of the Company coupled with the auditor’s reports, which shall cover key issues for the policy on the Code of Best Practices of Directors of Listed Companies as notified by the Stock Exchange of Thailand.
  12. Assess, on an annual basis, the work performance of the Board of Directors and each committee in line with the established procedure.
  13. Assess the work performance of the Director-General or the President regularly on a semiannual basis, and determine the remuneration of the Director-General or the President to be in line with his/her work performance.
  14. Provide the Business Code of Conduct and Code of Ethics for directors, executives and staffs of MCOT Plc., and monitor them to ensure that they are strictly complied with.
  15. Ensure that MCOT Plc. places measures preventing potential problems caused by conflicts of interest between MCOT Plc. and its directors, employees, shareholders, and stakeholders.
  16. Refrain from trading of securities of MCOT Plc. and other related listed companies, e.g. joint venture company, subsidiary of MCOT Plc. at least one (1) month prior to the announcement of information materially affecting the financial status of MCOT Plc. to the Stock Exchange of Thailand, and at least three (3) days after such announcement when the following events occur:
  17. Report the securities of MCOT Plc. held by its directors, spouses and children who have not yet attained majority to the Board of Directors or to any person authorized by the Board of Directors when he or she holds the position of director for the first time and in every quarter. A director shall promptly report to the Company in the following cases:
    1. Having interest, either directly or indirectly, in any contract made between MCOT Plc. and any person; or
    2. Investing or possessing securities issued by MCOT Plc. or its affiliates and subsidiaries listed on the Stock Exchange of Thailand. In case of his/her investment in securities mentioned above, he or she shall submit a report on his/her investment to the Board of Directors of MCOT Plc. or any person authorized by the Board at least 1 day prior to his/her trading.
  18. Furnish appropriate communication channels with every shareholder, and assess the information disclosure of MCOT Plc. to ensure that its disclosed information is true, relevant, transparent, creditable and highly-standardized.
  19. Lead and model the good practice to be in line with the Principles of Corporate Governance of MCOT Plc.
  20. Perform any acts required by law, related rules and regulations as power and duties of the Board of Directors of MCOT Plc.

5. Segregation of Roles, Duties and Responsibilities between Chairman of the Board and the Director-General or the President

The Chairman of the Board and the Director-General or the President of MCOT Plc. must be two separate persons to ascertain a balance of duties and responsibilities in the corporate governance and regular management of MCOT Plc.

The Chairman of the Board of MCOT Plc. must be a non-executive director whose qualifications are suitable to be the leader of the Board. The Chairman shall preside over the board meetings and meetings of shareholders of MCOT Plc. The Chairman must not be a member of any other committees appointed by the Board of Directors.

The Director-General or the President of MCOT Plc. shall be an executive director who acts as the chief of the executive board of MCOT Plc. The Director-General or the President is responsible for administrating regular affairs of MCOT Plc. as assigned by the Board of Directors of MCOT Plc.

6. Roles, Duties and Responsibilities of the Director-General or the President

The nomination of the Director-General or the President shall be in accordance with The General Qualifications of Members and Officials of State Enterprise Act, B.E. 2518 (1975) and its amendment as well as the regulation of MCOT Plc. The Director-General or the President shall have the power and duties in respect of the business administration assigned by the Board of Directors. The Director-General or the President shall strictly manage the Company according to the business plan or budget approved by the Board of Directors with integrity and prudence for the best interest of MCOT Plc. and its shareholders.

The power and duties of the Director-General or the President shall include the following:

  1. Carry out and administrate day-to-day activities of MCOT Plc.
  2. Recruit, appoint, remove, transfer, promote, demote, cut salaries or wages, subject employees and staff to disciplinary actions, and remove employees or staff under according to rules determined by the Board.
  3. Prepare and submit the business policy of MCOT Plc. as well as business plan and budget to the Board of Directors for approval, and also report to the Board the progress of such approved business plan and budget within a reasonable period determined by the Board.
  4. Govern and control the works performed by executives and employees to ensure that they are in line with policy, business plan, and budget approved by the Board.
  5. Formulate regulations and orders relating to the works performed by the Company’s personnel.
  6. Report to the Board of Directors the operating results of subsidiaries, joint venture companies, associated companies and other businesses being involved by MCOT Plc. in accordance with the criteria and practice guideline established by the Board to ensure that the best interest of the Company and its shareholders are best protected.
  7. Take acts to support the operation under the power, duties and responsibilities of the Board of Directors, and as permitted by laws, rules, regulations, and business ethics as well as resolutions of meetings of shareholders by considering the interest of all related stakeholders.
  8. Perform other activities specifically assigned by the Board of Directors.

However, the Director-General or the President shall be prohibited to exercise his/her power and duties specified above if he has any potential conflict of interest or may cause any conflict of interests with the Company in any way. The Director-General or the President may hold any position in other company or state enterprise when assigned by the Board of Directors of MCOT Plc. only.

7. Nomination and Appointment of Directors

The nomination of directors of MCOT Plc. must be based on the steps and procedure particularly formulated by the Nomination and Remuneration Committee of MCOT Plc.

The appointment of directors of MCOT Plc. must be under the method and process of the meeting of shareholders, except in case of a vacancy of directorship for reasons other than expiration of term of office, the Board of Directors shall elect a person possessing qualifications with no prohibited characteristics as required by related laws and rules and regulations of MCOT Plc. to fill such vacancy, which shall be proposed to the meeting of shareholders for acknowledgement.

The Nomination Committee shall propose to the Board of Directors a list of candidates to be elected as directors of MCOT Plc. by considering skills, knowledge and experience applied by such candidates to strengthen MCOT Plc. The Nomination Committee shall first consider the candidates from the Directors’ Pool prepared by the Ministry of Finance and/or the IOD Chartered Director. This list of candidates for directorship shall be submitted to the Board of Directors of MCOT Plc. for consideration and approval, and further submitted to a meeting of shareholders of MCOT Plc. for approval.

The Board of Directors of MCOT Plc. allows the shareholders to nominate any persons whose qualifications are suitable for directorship. Those nominated persons must also be under the nomination procedure of the Nomination Committee of MCOT Plc. before being further proposed to a meeting of shareholders in accordance with the established method and procedure to be advised to the shareholders prior to the meeting.

8. Terms of Directorship

A director of MCOT Plc. shall serve a term of office of three (3) years. When a director who has completed his/her term, he or she is eligible for re-election by the meeting of shareholders, save for an independent director who will serve three (3) years each, for no more than two (2) terms or no more than six (6) years in total.

9. Vacation of Directorship

The directors of MCOT Plc. shall vacate office upon:

  1. Death;
  2. Resignation;
  3. Expiration of their term of office; or
  4. Dispossession of qualifications or possession of disqualifications for directorship in accordance with The General Qualifications of Members and Officials of State Enterprise Act, law on public limited company, securities and stock exchange and other rules and regulations of MCOT Plc.

10. Authorized Directors

The Board of Directors of MCOT Plc. determines that an authorized director who shall sign on behalf of the Company is either the President who shall sign with the Company’s seal affixed, or any other two (2) authorized directors jointly sign their names together with the Company’s seal affixed.

In case that the President performs specific duties and responsibilities as specified in Section 3 regarding The Board of Directors, Clause 4 regarding Specific Duties and Responsibilities, he or she must be approved and authorized by the Board for those from time to time.

Section 4: Committees

A committee shall be appointed by the Board of Directors of MCOT Plc. The committee members shall be selected from directors of MCOT Plc. and external experts with relevant skills to screen and control specific affairs for the Board of Directors of MCOT Plc.

A committee has power to call the Company’s executives to attend a particular meeting to give advice, or to prepare the report for the committee.

The committees currently appointed by the Board of Directors of MCOT Plc. include The Audit Committee, The Risk Management Committee, The Nomination Committee, The Remuneration Committee, The Corporate Governance Committee, and The Labor Relations Committee.

The Board of Directors of MCOT Plc. may appoint any new committee, or dissolve any of existing committees appointed if it deems necessary and appropriate for changing circumstances of MCOT Plc.

The scope of roles, duties and responsibilities of each committee as well as qualifications, appointment, term of office and termination of office are indicated in the charter of each committee.

1. The Audit Committee

The Audit Committee of MCOT Plc. shall consist of at least three (3) members who are independent directors as prescribed by the Notification of the Stock Exchange of Thailand, and at least one (1) of these members must attain knowledge, skills and experience in fields of accounting and finance.

The Audit Committee shall perform its duties, and hold independence in sharing opinions in reviewing accuracy of the Company’s financial reports in accordance with Generally Accepted Accounting Principles under requirements of the Stock Exchange of Thailand, the Securities and Exchange Commission, and other related laws, in reviewing and monitoring the operations to be in line with comments stated in the Auditor’s report and/or other comments specified in the audit report proposed by The Office of the Auditor General of Thailand, in controlling the information disclosure in a transparent, adequate, accurate, complete and timely manner, especially connected transactions or transactions with potential conflicts of interest, and considering for selection and nomination of the external auditor of MCOT Plc. and remunerations.

The Audit Committee shall also perform duties of approving plans, and reviewing the compliance with related laws, rules and regulations, reviewing adequacy, proficiency and efficiency of the internal audit system and internal control system, reviewing activities, organization structure, charters and audit plan of the Internal Audit Office, and reviewing the corporate governance process as well as significant risk management measures. If the Audit Committee considers that it deems appropriate, it may propose the Risk Management Committee to revise the risk management measures of the organization.

The Audit Committee shall perform duties of giving opinions to the Board of Directors of MCOT Plc. in respect with the qualifications of the Head of the Internal Audit Office, appointment, transfer, removal, remuneration, and consideration, on a yearly basis, work performance of the Head of the Internal Audit Office of MCOT Plc. The Internal Audit Office of MCOT Plc. is the task force directly reporting to the Audit Committee that may have joint considerations with the Director-General or the President.

The Audit Committee shall regularly have discussions with the auditor of MCOT Plc. about the accounting principles. The Audit Committee may have discussions with other experts with specific skills if necessary at the Company’s expenses.

2. The Nomination Committee

The Nomination Committee of MCOT Plc. shall consist of at least three (3) directors of the Company and at least one (1) of these members must be the member of the Audit Committee. All members of the Nomination Committee should be independent directors or the Chairman of the Nomination Committee should be the independent director.

The Nomination Committee shall hold independence in performing its duties, and sharing opinions when considering the rules and procedures to nominate persons who possess the qualifications in accordance with any related rules and laws, and should be nominated to be the directors of MCOT Plc. A nominated person may be a newly appointed director, or be appointed to replace any director whose term of office ends, or to fill a vacancy for any other reason, which shall be proposed to the Board of Directors or the meeting of the shareholders of the Company as the case may be for consideration and approval.

The Nomination Committee shall have duties of considering and nominating the Director-General or the President, who shall be selected in line with the steps and procedures required by The General Qualifications of Members and Officials of State Enterprise Act, B.E. 2518 (1975). The Board of Directors shall consider and appoint the nominated person. The selection and nomination of senior executives must be also under transparent criteria and relevant rules and regulations.

3. The Remuneration Committee

The Remuneration Committee of MCOT Plc. shall consist of at least three (3) directors of the Company and at least one (1) of these members must be the member of the Audit Committee. The majority of the Remuneration Committee members should be independent directors whereas the Chairman of the Remuneration Committee should be the independent director.

The Remuneration Committee shall hold independence in performing its duties, and sharing opinions when considering the criteria of remuneration payment and forms of remuneration to directors and senior executives. The Remuneration Committee shall propose the remuneration of the Company’s senior executives to the Board of Directors for approval. For the remuneration of the Company’s directors, the Board of Directors shall propose it to the meeting of the shareholders for approval.

In determining the remuneration of the Director-General or the President according to the Management Service Contract, the Board of Directors of MCOT Plc. shall appoint the Remuneration Sub-committee, in accordance with the resolution of the Council of Ministers dated 13 June 2000, in which a representative from The State Enterprise Policy Office, Ministry of Finance also acts as sub-committee member.

4. The Risk Management Committee

The Risk Management Committee shall consist of at least three (3) directors of the Company and it shall be chaired by an independent director or non-executive director.

The Risk Management Committee maintains its independence in perform duties and sharing opinions in the following matters:

  1. Consider the policy and procedure of risk management in the organization, which shall be proposed to the Board of Directors for consideration and approval prior to implementation.
  2. Work in collaboration with the Audit Committee to:
    1. Build the risk aware culture for the organization; and
    2. Consider the risk appetite and risk tolerance of the organization, which shall be proposed to the Board of Directors for consideration and approval prior to further implementation.
  3. Prepare the risk management plan and risk management handbook to support the management of the Director-General or the President and executives of MCOT Plc. The risk management structure and procedure must cover the entire organization in accordance with of the criteria defined by the State Enterprise Policy Office, Ministry of Finance regarding Integrated Governance, Risk Management, and Compliance.

The Risk Management Committee may have discussions with other risk management consultants or experts if necessary at expenses of the Company.

5. The Corporate Governance Committee

The Corporate Governance Committee shall consist of at least three (3) directors of the Company and it shall be chaired by an independent director or non-executive director.

The Corporate Governance Committee maintains its independence in perform duties and sharing opinions in the following matters:

  1. Consider the scope and best practices of corporate governance of MCOT Plc., which shall be proposed to the Board of Directors for consideration and approval prior to implementation.
  2. Review and update the best practices of corporate governance of MCOT Plc. in comparison with those of leading local and international companies.
  3. Provide the follow-up and evaluation procedure for work performance of the directors and executives of MCOT Plc. in accordance with the best practices, which shall be proposed to the Board of Directors of MCOT Plc.
  4. Define short-term and long-term corporate social responsibility policy and implementation plan of MCOT Plc., which shall be proposed to the Board of Directors of MCOT Plc. for consideration and approval.

The Corporate Governance Committee may have discussions with other corporate governance consultants or experts if necessary at expenses of the Company.

6. The Labor Relations Committee

The Labor Relations Committee was established by virtue of the State Enterprise Labor Relations Act, B.E. 2543 (2000). The Committee shall be chaired by one (1) director of MCOT Plc., it shall consist of at least five (5) but not exceeding nine (9) representatives of MCOT Plc. appointed by the Management of MCOT Plc. and the same amount of representatives acting for MCOT’s employees as appointed by the Labor Union.

The Labor Relations Committee is in charge of arranging the meetings in accordance with the power and duties stipulated in Clause 22 and 23 of the State Enterprise Labor Relations Act B.E. 2543 (2000).

7. Other Committees, Sub-committees and Specific Task Force apart from Item 1-6

Each committee shall perform its duties as specifically assigned by the Board of Directors of MCOT Plc.

Section 5: Functioning of the Board of Directors

1. Meeting of the Board of Directors

Meeting Schedule

The Board of Directors of MCOT Plc. shall have meetings, which must be held not less than twelve (12) a year. At least one meeting must be held at every two (2) months at a place determined by the Board of Directors.

The Chairman of the Board or a person assigned by him shall call a meeting of the Board. Two (2) or more directors of MCOT Plc. may request a meeting of the Board of Directors. In this regard, the Chairman of the Board or the person assigned by the Chairman shall schedule a meeting date within fourteen (14) days from the date of receipt of such request.

The Chairman of the Board shall arrange the annual schedule of meetings of the Board to assure that all board members are available for the meetings to preserve and protect interests of MCOT Plc.

The independent directors should arrange at least six (6) meetings a month without the presence of the Company’s directors who are governmental officers or executive directors.

Non-executive directors should arrange at least six (6) meetings a month without the presence of the Company’s executive directors.

Agendas

The Chairman of the Board shall explicitly determine the regular agendas for monthly meetings of the Board. Any ad hoc agenda to be included in the agendas shall be jointly considered by the Chairman and the Director-General or the President as it deems important and necessary. Each director of MCOT Plc. may propose matters to be included in the agendas subject to the established process and method.

Meeting Documents

The Corporate Secretary shall send an invitation and all related documents to the directors at least seven (7) days prior to the date of the meeting.

The Chairman of the Board shall insert non-agendas or disseminate the documents in the meeting as least as possible so that the directors shall have adequate time to study the information in advance.

Meeting Procedure

In a meeting of the Board of Directors of MCOT Plc., the presence of not less than one half of the total number of directors shall constitute a quorum.

The Chairman of the Board must allow directors of MCOT Plc. to share opinions independently and universally, and to have adequate time for discussions. The Director-General or the President may invite certain senior executives to attend a meeting to provide some additional information, and to be acquainted with the Board of Directors of MCOT Plc.

A director having any significant interest in any matter must leave the meeting during such consideration.

When considering a particular matter, a director of MCOT Plc. is entitled to request the Management for indicating additional details, and to invite some external experts to give opinions at the Company’s expenses.

To comply with the Principles of Corporate Governance, a resolution for a meeting agenda requires votes by at least two-thirds of total directors, and the final decision of a meeting of the Board of Directors must be based on the majority of votes. One (1) director of MCOT Plc. shall hold one (1) voting right. The director having significant interest in any matter shall have no right to vote for it. In case of an equality of votes, the Chairman of the meeting shall retain the right to give one (1) casting vote. Any directors of MCOT Plc. objecting to such resolution must be noted in the minutes of meeting.

Except in any agenda specified in the Articles of Association of the Company or other related laws, it may be required that the resolution must be passed by votes superior to the majority votes.

2. Communications with the Management and Access to Information and Documents

The Board of Directors of MCOT Plc. may have direct communications with executives of MCOT Plc., and/or request for reports and documents as it deems appropriate, or the Board may ask the Corporate Secretary to coordinate or contact for it. However, such communications or receipt of reports and documents must not intervene or interfere with the Company’s regular operation until its normal business operation is affected.

3. Internal Control, Internal Audit and Risk Management

Internal Control

The Board of Directors of MCOT Plc. shall provide and sustain a good internal control system in order to protect interests of shareholders and assets of MCOT Plc.

The Board must arrange the reviews of efficiency of the Company’s internal control system at least once (1) year. Its reviews must be reported to the Company’s shareholders. Such reviews must cover all relevant matters, including financial statements, operations, and prevention of corruption and misconduct.

Internal Audit

The Board of Directors of MCOT Plc. must provide and sustain a good internal audit system by establishing the internal Audit Office as an independent unit, which directly reports to the Audit Committee.

The Internal Audit Office is in charge of giving advice, auditing, and assessing effectiveness and proficiency of the Company’s internal control system, risk management system, and corporate governance system.

In this regard, the Board of Directors shall assign the Audit Committee, the Risk Management Committee, and the Corporate Governance Committee to jointly work for the aforesaid matter.

Risk Management

The Board of Directors of MCOT Plc. defines a risk management policy to control potential external and internal risk factors that may affect the Company’s business at a suitable and acceptable level. The Committee shall assess and review risk assessment results from all relevant departments, and to review and propose related risk management policies at least once (1) a year.

Risk management is partially indicated in annual business and budgeting plans so that the risk management guideline conforms to the Company’s objectives, goals, and strategic business plans. All executives and staffs of the Company possess risks, and they have duties to assess potential risks in their department, to assess the operating process and effectiveness of control measures in their department, and to report the plan and risk reduction methods in their department to the Company’s executives, the Risk Management Committee, the Audit Committee and the Board of Directors respectively.

4. Orientation for New Directors and Enhancement of Business Knowledge

The Board of Directors of MCOT Plc. requires that every newly appointed director of MCOT Plc. must attend an orientation session to ensure that he or she has good understanding about the business operations of MCOT Plc. as well as roles, duties, and responsibilities of directors so that he or she has preparedness for his/her office of directorship. The Director-General or the President and senior executives of MCOT Plc. must be attending this orientation session as well.

The Board of Directors defines a policy of furnishing new knowledge and viewpoints to every director in respect with corporate governance, industry overview, business, technology and innovations to assist them in an effective performance of their duties. All directors of MCOT Plc., therefore, are encouraged to attend various training sessions arranged by Thai Institute of Directors Association (IOD), King Prajadhipok’s Institute, and other organizations arranging similar training sessions. MCOT Plc. also invites some experts in different areas to give lectures, or it may arrange the opinion and knowledge sharing course with other listed companies or state enterprises, which have achieved the outstanding performance in corporate governance according to the Principles of Corporate Governance.

Furthermore, the Board of Directors of MCOT Plc. encourages any persons working together with the Board of Directors of MCOT Plc. such as executives, Corporate Secretary, Secretary to the Board of Directors of MCOT Plc., committees, etc. to attend different training courses that shall be beneficial to their work.

5. Assessment of Performance of the Directors

The Board of Directors of MCOT Plc. determines that the annual performance evaluation of the board members of MCOT Plc. and each committee shall be on the last month of each calendar year. The following assessment criteria are focused:

  1. Competency
  2. Independence with objective judgement
  3. Preparedness
  4. Practices as a director
  5. Committee Activities
  6. Development of the organization
  7. Participation

The Board of Directors of MCOT Plc. also determines the performance evaluation for the Board of MCOT Plc. and committees in 3 following models:

  1. Self-assessment
  2. Cross evaluation
  3. Board evaluation

The Board of Directors of MCOT Plc. shall propose the results of performance evaluation for the board members and committee members to the following meeting of the Board of Directors. The evaluation criteria, procedures, and results shall be disclosed in the Company’s annual report.

6. Quality Improvement of Meeting Documents Proposed to the Board of Directors

The Board of Directors of MCOT Plc. shall take part in improving on the quality of the board meetings, documents and information presented in the board meetings, as well as executives’ presentation and answering of inquiries raised by the directors because the discussions of the board members in a meeting based on the quality documents and information shall take the material effect to the careful and cautious decision-making of the Board. Consequently, the business operation objectives of MCOT Plc. shall be attained efficiently and proficiently.

In this regard, the Board of Directors requires that every director assesses the quality of the board meeting, documents and information used in the meeting, and executives’ presentation and answering of inquiries raised by the directors after each meeting. Every director shall assess such quality by completing the determined assessment form so that the Company’s executives implement the assessment results of the board members to further improve the quality of meetings, documents and information presented in the meeting, and presentation process in the meeting.

7. Remunerations of Directors and the Director-General or the President

Remunerations of Directors

The Remuneration Committee shall initially determine the remunerations and benefits of directors of MCOT Plc. The package of those remunerations and benefits shall be first proposed to the Board of Directors for approval and then submitted to the meeting of shareholders for approval.

The Remuneration Committee definitely considers the appropriateness of remunerations and benefits given to directors of MCOT Plc., which must be in line with the Company’s operating results and remuneration standard in the same or similar business.

The remunerations and benefits of directors of MCOT Plc. involve three (3) portions: regular remunerations paid on a monthly basis, meeting allowances paid on each board meeting attendance, and bonus paid on a yearly basis based on the operating results generated by the Board of Directors for the shareholders in a particular year.

Remunerations for Committees

The Remuneration Committee shall initially considers the remunerations of committees, which shall be first proposed to the Board of Directors for approval and further proposed to the meeting of shareholders for consideration and approval. The remunerations of committees involve meeting allowances paid for each meeting attendance.

Remunerations for the Director-General or the President

The remunerations of the Director-General or the President shall involve wages or other benefits, which are in accordance with the process and procedure defined by the Board of Directors of MCOT Plc., and by approval of the Ministry of Finance.

The Board of Directors of MCOT Plc. shall designate the Remuneration Committee to evaluate the work performance of the Director-General or the President subject to business plans proposed by the Director-General or the President and approved by the Board. This performance evaluation shall be in line with the performance evaluation criteria, which is a clause set forth in the Management Service Agreement. The remunerations given must be also compared with the remuneration standard in the same or similar business operated by leading companies listed on the Stock Exchange.

The Remuneration Committee shall submit the performance evaluation results to the Board of Directors for consideration. The independent directors of MCOT Plc. shall take an important role in considering the remunerations of the Director-General or the President.

8. Succession

The Board of Directors of MCOT Plc. shall perform acts to ensure that MCOT Plc. prepares an effective recruitment system to get knowledgeable and skillful personnel to succeed the Director-General or the President and other senior executives properly and adequately in order to continue the Company’s business operations subject to the preset plans. The Nomination Committee shall have a duty of considering and screening such succession system.

Section 6: Shareholders and Stakeholders

1. Meetings of Shareholders

The Annual General Meeting of Shareholders of MCOT Plc. is normally arranged within 4 months upon the end of MCOT Plc’s financial period.

The Board of Directors values the meeting of the shareholders. The invitation letter prepared in either Thai or English version as the case may be, enclosed with related agendas along with comments of the Board, for an annual general meeting of shareholders of MCOT Plc. shall be sent to the shareholders in the country and on abroad for consideration in advance to ensure that every shareholder shall have adequate time to consider all information. The Board of Directors shall not add any important agenda without advance notice to the shareholders to enable them to study supporting information before their decision-making. The Board of Directors of MCOT Plc. encourages every shareholder to submit his/her inquiries prior to the meeting day, and to raise his/her opinions or questions equitably in the meeting in each agenda.

The Board of Directors of MCOT Plc. may convene an extraordinary meeting of the shareholders at any time it deems expedient as stipulated in the regulation of MCOT Plc. The shareholders holding not less than one-fifths (1/5) of the total issued shares or at least twenty-five (25) shareholders holding shares not less than one-tenths (1/10) of the total issued shares may subscribe their names to a notice requesting the Board of Directors to convene an extraordinary meeting of shareholders at any time but they must specify reasons for such request in the notice. In this regard, the Board of Directors of MCOT Plc. must hold a meeting of shareholders within one (1) month upon the date of receipt of the notice.

In every meeting of the shareholders, the Board of Directors must designate one (1) independent director to be the proxy of shareholders unable to be present at the meeting to vote on their behaves. Such designated independent director must be indicated in the invitation letter.

In a meeting of shareholders, all directors of MCOT Plc. have duty to attend it, especially the Chairman of the Audit Committee, and chairman of each committee to answer inquiries in the meeting.

2. Reports of the Board of Directors to the Shareholders

The Board of Directors of MCOT Plc. prepares the report to be proposed to the meeting of the shareholders on a yearly basis. The report shall indicate, in an annual report of the Company, financial statements and the statement of income as of the end of financial year, and report on the Board of Directors’ responsibility towards financial statements together with the Auditor’s report. The report on the corporate governance policy, business ethics, risk management, and sustainability report in respect with corporate social responsibility of the Company must be also prepared and disclosed in Form 56-1 and in an annual report, or these reports may be prepared separately from an annual report.

3. Rights of Shareholders

The Board of Directors values the rights of shareholders, and it has a duty to protect and retain an equitable treatment for shareholders. Such rights includes the purchase, sales or transfer of shares, receipt of profits allocated by MCOT Plc., receipt of adequate, timely and suitable information for decision-making, and participation in the meeting of shareholders. The Board of Directors of MCOT Plc. encourages and facilitates every shareholder to share opinions, to give advice, and to make decision on and vote for any significant transactions materially affecting the business operation of MCOT Plc. The shareholders also retain rights of voting in the meeting of shareholders for appointment or removal and consideration for directors’ remunerations, and for appointment and consideration for the auditor’s remunerations.

Every shareholder shall have the same basic rights to raise opinions or questions in a meeting of shareholders pursuant to the agenda. The Chairman of the meeting should allocate adequate time, and encourage the shareholders to share opinions and raise any questions in the meeting.

A shareholder may propose the agenda in a meeting of shareholders or may nominate, in writing, some qualified persons for the Company’s directors in accordance with the criteria placed by MCOT Plc.

A shareholder has the right of voting separately for each agenda. He/she is also entitled to exercise his/her right to appoint each individual director.

4. Rights of Stakeholders

The Board of Directors of MCOT Plc. recognizes the rights and importance of all groups of stakeholders except shareholders, i.e. employee, customer, supplier, creditor and debtor, public, community and society. The Board oversees MCOT Plc. to define this policy apparently and to adhere to the principle of fairness. This policy is defined as a part of business ethics and morality, and disseminated via the Company’s media to ensure th

at all related parties are aware of and adhere to it strictly. This policy shall arouse the business operation of the Company to be secure, sustainable, equitable, and responsible for all related parties.

The Board of Directors of MCOT Plc. values a role of MCOT Plc. in forming good cooperation between MCOT Plc. and its stakeholders or between stakeholders by allocating some budget from the net profit of the Company to arrange activities benefiting the general public, community and society.

The Board of Directors of MCOT Plc. defines the policy of equitable treatment to stakeholders by respecting the human dignity, rights, autonomy and equality in individuals without violation against individuals’ fundamental rights.

The Board oversees the communication channels with all groups of stakeholders to ensure that they have opportunities to give comments and to file complaints through various means in case they get unfair treatment caused by MCOT Plc., or they may experience any acts definitely or probably in the scope of dishonest or misconduct. The Board of Directors of MCOT Plc. shall supervise the whistleblowing procedure and channel, which encourage the stakeholders inside and outside the organization to be whistleblowers, and to direct complaints on any wrongful acts, misconduct, bribery, and violation of any rules, regulations and orders of the Company. In case of the Company’s personnel, a complaint must be reported to the whistleblower’s reliable supervisor, the Office of Human Resources, the Ethics Committee for Executives and Officials, or the Board of Directors of MCOT Plc. For an outsider, a complaint may be reported to the Board of Directors of MCOT Plc., the Audit Committee, the Corporate Communications Department or the website in the sector of “Petition and Grievances System” of the Center of Public Service, the Office of the Permanent Secretary, Office of the Prime Minister so that the investigation procedure and measures for whistleblower protection shall be determined.

The Board of Directors determines that the reports on operations of MCOT Plc., which all stakeholders and related persons should be aware of, the information indicated in Form 56-1, annual report, and company website should be disclosed as well.

5. Information Disclosure and Transparency

The Board of Directors of MCOT Plc. values the information disclosure, either financial or non-financial information.

The information disclosed by MCOT Plc. must be true, complete, adequate, creditable, and timely to ensure that all shareholders, investors, and stakeholders of MCOT Plc. receive the information equitably pursuant to the regulations of the Securities and Exchange Commission, the Stock Exchange of Thailand, other related laws, regulations of the Company, and other supervisory authorities.

The information of MCOT Plc. must be prepared with prudence, precision, and transparency, and prepared in both Thai and English versions. Significant information, either positive or negative, must be constantly disclosed.

The Board of Directors of MCOT Plc. takes emphasis on creating trust and confidence among investors, shareholders, and local and foreign securities analysts. The Investor Relations Division of the Company shall perform duties of managing and presenting the Company’s information to investors, shareholders, securities analysts, and general public to ensure that all of them are aware of the information of the Company thoroughly and timely under good organization image.

The Board of Directors establishes the Corporate Communications Department with a duty to control the communications of true and precise information with a focus on good image of MCOT Plc. to be communicated to the public, customers, employees, and all related parties.

Section 7: Policy on Conflict of Interests

It is one of prominent policies held by the Board of Directors of MCOT Plc. that each of directors, executives, and employees shall not be allowed to seek gains from his/her posts for himself/herself and his/her colleagues. The Company’s directors, executives, and employees are prohibited to engage in any business in direct competition with the Company, or to avoid any connected transactions in accordance with the Notification of the Capital Market Supervisory Board that may lead to a conflict of interest with the Company.

"Colleague" refers to "connected person" under the Notification of the Capital Market Supervisory Board, which includes:

  1. Director of the juristic person having control over the company;
  2. Spouse, minor child or adopted minor child of the director under 1;
  3. Juristic person over which the person under 1 or 2 has control; or
  4. Person who acts with understanding or agreement that if the company enters into any transaction which provides financial benefits for such person, the following persons will also gain financial benefits from such particular transaction:
    1. Director;
    2. Executive;
    3. Person having control over the company;
    4. Director of the juristic person having control over the company;
    5. Spouse, minor child or adopted minor child of the person under 1, 2, 3 or 4.

If any transaction is unavoidable, the Board of Directors shall ensure that such transaction is carried out with transparency and fairness like transactions carried out with unrelated parties. The directors, executives, and employees having an interest in any transaction must not take part in its approval process.

If a transaction is considered a connected transaction according to the Notification of the Stock Exchange of Thailand, the Board of Directors must control to ensure that the relevant rules and procedure for disclosure of connected transactions by listed companies are strictly complied with.

Section 8: Code of Conduct and Business Ethics

The Board of Directors of MCOT Plc. defines the Code of Conduct for mass media personnel and business ethics of MCOT Plc. to ensure that the Company’s operation, business management and general administration continues by transparency, confidence and trust of general public and society under principles of trustworthiness, respect, responsibility, fairness, caring, and citizenship.

In this regard, MCOT Plc. sets up its rules on morality, ethics, and code of conduct to oversee its business operations and general administration, which shall be performed effectively, lawfully, and cautiously in order to retain the interest of the organization and shareholders under the accountability for the society and country. These rules shall become standard and precise guidelines that all directors, executives, and employees at all levels adhere to strictly. These rules are also disclosed via the Company’s media.

As a mass media organization that must take into account the rights to know and the rights to access of general public, and make the general public trust in the conduct of mass media personnel, MCOT Plc., therefore, adheres to the business ethics and best practices of broadcasting personnel, which include:

  1. Presentation of accurate, precise, complete, balanced and fair information.
  2. Respect to human rights, personal rights, family rights, dignity, reputation, and personal information.
  3. Professional autonomy, social responsibility, impact to consumers.
  4. Respect to copyright and intellectual property rights.
  5. Promotion for national art and culture, custom and tradition to create the good society and social value, and local wisdom.
  6. Protection of children and youth from risky contents and children presented on media.
  7. Offer some public space and public news for any important public event.
  8. Avoidance of communications inducing hatred.

MCOT Plc. also defines the ethics and Code of Conduct for news personnel working in all media operated by MCOT Plc. to ensure that their works meet the operation standard in line with the mass media ethics with awareness of every mass media role, duty and social responsibility.

In addition, the Board of Directors of MCOT Plc. values its business operation by respecting the intellectual property rights and copyright of other people. The intellectual property rights and copyright of the Company shall be also protected so that they are not infringed or utilized without the Company’s permission.

Section 9: Anti-corruption Policy

It is the determination of MCOT Plc. to operate its business with integrity, transparency, morality, and responsibility towards society and stakeholders. Therefore, MCOT Plc. takes emphasis on fighting against all forms of corruption and bribery, and no support for anti-corruption activities shall be deemed a serious offence. As a result, an efficient system to support anti-corruption was established to ensure that the executives of MCOT Plc. recognizes and gives much importance to anti-corruption, and complies with anti-corruption measures. The anti-corruption policy has been notified explicitly as a practice guideline of business operation by MCOT Plc., which must be thoroughly implemented by all and any directors, executives, officials and employees, or related persons, as well as subsidiaries, associated companies, and other companies under control of the Company, and business representatives of MCOT Plc.

The Board of Directors of MCOT Plc. also assigns the Company’s management to develop the organization structure, formulate the personnel’s responsibilities, prepare the written work procedures, promote the corruption-free culture in the organization, provide channels for whistleblowers to direct their claims, and define the investigation and penalty procedures according to any related regulations. The work procedures of the Company shall be regularly reviewed to conform to changes of laws and businesses. These activities are all undertaken to maintain the good reputation of MCOT Plc., and to be trusted by the stakeholders.

MCOT Plc. works collaboratively with every related organization in both government sector and private sector in fighting against corruption and bribery. It profoundly realizes that corruption and bribery harshly harm the national economic and social development. In this regard, MCOT Plc. declares it intent to be participating in “Private Sector Collective Action Coalition against Corruption”, and enters into “Integrity and Transparency Assessment System” so that MCOT Plc. shall be involved in driving the national strategy and anti-corruption measures. MCOT Plc. may take part in and supports any individual and organization to combat corruption and misconduct in order to build a society and investment circumstances free of fraud and misconduct.