ThaiBev Sustainability

SUSTAINABILITY

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POLICY & STATEMENT

In order for a company to grow and prosper in a sustainable manner and be accepted in the community, one of the most important factors is that the company must conduct its business ethically. And, part of the process to promote ethical practice within the organization is to establish its own ethical standards, to let it be known to everyone within the organization and to ensure that such standards are strictly adhered to and maintained consistently.

Policy

Board Nomination Policy Nomination committee responsible to process reviewing and assessing candidates for Directors, President, Executive Vice President, and Senior Vice President. Criteria for recruitment is based on the transparency basis, ensure the adherence to the principles and guidelines of the SGX-ST Listing Manual and code of corporate governance 2012, including laws and/or regulations or the said Manual with occasional amendment, and orders of authorized unit concerning the responsibilities of Nomination Committee.

Policy

To guide the decisions and actions to prevent corruptions and serve as the guidelines to perform ThaiBev’s business, risk management and strengthen future sustainability. This policy is designed to support Directors and Employees in knowing what to do, or who to turn to, in case of doubt. Directors and Employees are responsible for maintaining the highest standards of business conduct. Directors and Employees are prohibited from accepting any type of corruption both directly and indirectly, covering all businesses and all relevant functions in every country ThaiBev operates. Monitoring and forming of effective system supporting anti-corruption actions are the accountability of President and CEO to report to the Chairman of the Board of Directors and the Audit Committee. A person committing corruption is subject to a disciplinary action process. Once proven to satisfaction of the responsible committee, the breach will result in strict disciplinary actions consistent with ThaiBev’s rules regarding misconduct or violations. Conviction may be applied in case such act violates any applicable laws.

Policy

Directors and Employees have rights to report genuine concerns which he/she may have about suspected wrongdoings in accordance with this policy. If Director(s) has concerns, Director(s) should consider report to the Chairman of Audit Committee and if Employees have concerns, Employees can report it through the recommended channel(s) in writing with employees’ name and contact details to responsible persons or raise the concerns to the Office of President at Whistleblowing@thaibev.com. ThaiBev will support him/her provided that he/she raises genuine concerns confidentially in good faith, even if they turn out to be mistaken. Once Employees have reported his/her concern, the matter will be assessed to decide what action should be taken. Any complaint made which is later found false, or in bad faith, or with malicious intent, or in a careless manner, or for personal benefit is considered a serious offence. Such action is considered gross misconduct which leads to disciplinary actions as stated in the topic of the disciplinary and penalties in the Employee Handbook of ThaiBev.

Policy

ThaiBev’s Tax policy is to comply with all relevant tax laws and regulations and to get tax incentives allowed per these laws and regulations. ThaiBev will undertake appropriate training to ensure the concerned employees’ understanding of relevant tax laws and regulations and further apply in their job. ThaiBev’s tax contributions include excise tax, import duties, corporate income tax, VAT, property tax, personal income tax and other taxes. In addition to jobs employment, investments, dividends, and buying goods and services, ThaiBev’s tax payment significantly contributes to the economy of the country and the communities in which ThaiBev operates its businesses.

Policy

ThaiBev has a responsibility to ensure that its brands are advertised and marketed responsibly. The Code of Practice applies to all activities that ThaiBev carries out in order to market its brands. This includes brand advertising, activities in the on-trade and off-trade, brand innovation activities, experiential marketing, consumer planning, relationship marketing, consumer PR, and the development of brand websites and their content. ThaiBev will not encourage excessive or irresponsible drinking, nor present abstinence in a negative light or imply that it is wrong or foolish to refuse a drink.

ThaiBev will not emphasis on high alcohol content, offensive advertising, social and sexual success as the principal basis of appeal to the consumer. ThaiBev’s advertising and materials will not imply that alcoholic beverages have the ability to prevent, treat or cure any human disease. Lastly, in the development of ThaiBev’s official website, ThaiBev commit to prohibit children under the legal purchase age of alcoholic beverage under Thai law to access to ThaiBev’s website.

Policy

Health and Nutrition is defined as one of the key elements to the success of ThaiBev to achieve sustainability growth. ThaiBev has been offering a wide range of non-alcoholic beverage products including drinking water, carbonated drinks, ready-to-drink tea, herbal & Asian drinks, juices, dairy, sports drinks, energy drinks, low (and no) sugar beverages, and functional drinks. With these products, ThaiBev is providing the consumer solutions that contribute to health and wellness lifestyles for all drinking occasions.

ThaiBev also uses and leverages its Route to Market (RTM) strengths in delivery the products to consumers by entering the new healthy beverage categories, e.g. soy. ThaiBev commits to continue conducting research, develop for new innovation and variety of heathy products to meet the consumers’ healthy lifestyles and requirements. Also, ThaiBev commits to enhance the communication of its non-alcoholic beverages nutritional components on health and wellness. The information is provided on pack, ThaiBev publications, website, and also available at call center service and continuously create communicate strategy to promote healthy and active lifestyle consumption platforms.

Policy

Water is an essential resource in our world. It belongs to everyone and needs to be shared. ThaiBev establishes the corporate water management policy. ThaiBev focuses on effectiveness of water management and minimizing impact on the environment and society by incorporating water sustainability management into business strategy, decision making, and daily activities including managing risk with stakeholders. ThaiBev emphasises on proactively apply the international water resource management tools and standards and promote the United Nations Sustainable Development Goals (UNSDG) on sanitation, hygiene and well-being.

Policy

ThaiBev firmly believes that no other assets in ThaiBev is as important as the people contributing their works and effort to business results. Those people consists of Directors and Employees. ThaiBev established the occupational health and safety policy to support safety awareness, create engagement, enforce all Directors and Employees to comply with laws, regulations, and operational approach that relate to occupational health and safety as a basic standard and keep tracking result in order to develop a good quality of working life and it will lead ThaiBev to the stable and sustainable excellence.

Policy

To reduce the risks from climate change, ThaiBev set the clear environmental target in 2020 for the reduction of water consumption, energy consumption, pollutant emissions and waste. ThaiBev created awareness on the environmental management responsibility and ensure ThaiBev’s compliance with local and national environmental legislation and other applied regulations among Directors and Employees. ThaiBev support the sustainable development of packaging by using returnable glass bottles, recycled cullet and aluminum can, and eco-friendly packaging design. ThaiBev aims to apply new technologies for improving the effectiveness of operation process together with building good relationships with its suppliers through environmental management. ThaiBev will keep following up with and reporting the progress of its environmental management to stakeholders through Sustainability Report every year.

Policy

ThaiBev determines to lead its business in sustainable development guidelines by means of building trustworthy relationships with its stakeholders through the excellent and transparent implementation. ThaiBev recognises the importance of natural resources and environment by encouraging the use of resources effectively along with developing innovation in order to increase the efficiency and reduce any environmental impact. ThaiBev complies with applicable laws and regulations, reduces the impacts from the implementation of ThaiBev’s value chain, considers and keeps the balance of economy, society and environment, including stakeholders who are working towards the implementation of sustainable growth of the business.

Policy

ThaiBev commits to maintain the highest standards of corporate social responsibility in its business activities and be a good world citizen by contributing to the well-being of the communities in which ThaiBev lives and operates the business, recognising their differing priorities and needs. ThaiBev encourages and supports the Directors and Employees to volunteer in participating ThaiBev’s social activities and charitable giving and all kinds of social needs and programs. ThaiBev respects and supports internationally recognised human rights standards wherever ThaiBev operates and will undertake to prevent any actions regarded as human rights violation. ThaiBev regularly conducts the executive governance reviews of social and environmental initiatives and impacts on ThaiBev’s business. Moreover, ThaiBev continuously develops, improves and/or adheres to ThaiBev’s systems for managing, measuring, monitoring and reporting progress on the impact of this policy on ThaiBev stakeholders’ satisfaction, Employees skill improvement and environment preservation.

Policy

ThaiBev fully respects international human rights principles and international labour standards. ThaiBev operates well in line with the United Nations Universal Declaration of Human Rights and the International Labour Organization’s Declaration on Fundamental Principles and Rights at Work. ThaiBev applies this policy to Directors and Employees. ThaiBev mainly concerns on Discrimination and Harassment, Forced Labour and Child Labour, Freedom of association, working hours and workplace safety and health, all mentioned aspects shall comply with laws and regulations and strive for higher standards.

Policy

ThaiBev commits to conduct an effective business under good governance as a foundation of sustainable growth and social acceptance. ThaiBev has established “Business Ethics of Thai Beverage Group” for Directors and Employees in order to meet such commitment. In addition to this, ThaiBev strongly encourages that its suppliers and business partners adopt and adhere to the same practice, as it would be beneficial to, not only ThaiBev and its suppliers, but also its business partners, local communities, society, and the environment in a wider range. The requirements stated hereinafter shall apply to all of ThaiBev’s suppliers and business partners. ThaiBev concerns on the following aspects: Business ethics, Environmental management, Human rights and Occupational health and safety.

Policy

Thai Beverage Public Company Limited and its subsidiaries (“the Company” or “ThaiBev Group”) recognized risk management and internal control as an integral part of good corporate governance and fundamental in achieving its strategic and operational objectives, and safeguarding shareholders’ interests and the Company’s assets. Although risks themselves are not completely eliminated from business operation, ThaiBev Group aims to use risk management to improve decision making and manage risk appropriately to maximize potential opportunities and minimize the adverse effects of risk.

Policy

Thai Beverage Public Company Limited and its subsidiary companies (“ThaiBev”) realizes the importance and value of its information systems and its processing resources, both manual and automated. Taking account of this importance, ThaiBev is committed to ensuring the confidentiality, integrity, and availability of its information and information systems and to take the necessary action to ensure that suitable controls are in place to provide an adequate level of protection.

Policy

ThaiBev conducts business according to good corporate governance with fairness and, and commit to Business Ethics of ThaiBev Group. At ThaiBev, we recognize the value and importance of “human”, especially our employee who are important capital of the organization. We believe in upholding the principles of human rights in treating others with equality and without discrimination and harassment against other in the workplace or any other place related to our operation, creating the sustainable foundation of favorable work environment and atmosphere for employee to build on good relationships. Therefore, it is appropriate to formulate Non-Discrimination and Anti-Harassment Policy in order to put in place measures to deal with discrimination and harassment against others in the workplace.

Non-Discrimination and Anti-Harassment Policy applies to all directors, executive officers, and employees. It also applies to all businesses within ThaiBev Group for example, subsidiary companies and joint ventures.

Non-Discrimination and Anti-Harassment Policy sets out clear intention and guidelines as follows:

ThaiBev will manage and operate on the principle of equality, honor each other, and respect for human dignity by considering equality and accepting fundamental differences and individual characteristics. ThaiBev will not accept any type of discrimination and harassment against others, whether it be sexual harassment or non-sexual harassment in the workplace.
ThaiBev will create a corporate culture, cultivate values, and encourage all Directors, Executive Officers, and Employees of ThaiBev to treat each other with respect and respect human dignity.
ThaiBev will ensure that its workplace has a favorable environment and atmosphere, is safe and suitable to work, and does not support any type of harassment.
ThaiBev will communicate, educate, and develop an understanding with its Directors, Executive Officers, and Employees about discrimination and harassment against others in the workplace by incorporating it as part of the orientation, training sessions, and development programs, including public relations to raise awareness and ensure that everyone adheres to the Policy.
ThaiBev will establish mechanisms and processes for receiving complaints from people who are treated unfairly and/or harassed in the workplace to prevent and resolve issues related to any type of discrimination and harassment in the workplace, including communicating to whistleblowers about solutions.

Policy

Thai Beverage Pcl and its subsidiaries (“ThaiBev”) recognize and respect the privacy and the protection of personal data of directors, executives, employees, shareholders, customers, partners, business partners, service receivers, service providers, and other stakeholders of ThaiBev who are natural persons, ThaiBev has put in place the Personal Data Protection Policy to prevent any inappropriate use of Personal Data of the aforesaid persons and safeguard such Personal Data in accordance with the personal data protection laws of any countries in which ThaiBev operates its businesses or conduct any activities, and in line with other generally accepted standards.

Policy

ThaiBev recognizes the benefits of diversity on its Board of Directors, therefore it has committed to build and maintain the diverse structure of the Board. This will enable efficient decision-making in ThaiBev’s business operations by taking into account all impacts on the company and stakeholders to achieve the Company’s strategic objectives and sustainable growth and development

Policy

As artificial intelligence ("Al") has taken a pivotal role in innovation development, data management, and operations of Thai Beverage Public Company Limited and its subsidiaries ("ThaiBev"), ThaiBev realizes the necessity of having its own Al Policy and prepares to comply with the Al Ethics Guideline established by the Ministry of Digital Economy and Society and Thailand National AI Strategy and Action Plan (2022-2027) ("National AI Strategy"). Therefore, ThaiBev implements its AI Policy as a guideline in practicing the use of Al moving forward.

Statement

ThaiBev is determined to conduct all of its operations honestly, fairly, ethically, and refraining from partaking into anti-competitive practice. We truly believe that the efforts to maintain a fair market will contribute to the sustainable development of the business and the society.

Statement

ThaiBev is anti-money laundering and any acts that would be against our Business Ethics of Thai Beverage Group; thus, we commit to conduct business lawfully and morally. To the best of our knowledge and capabilities, ThaiBev will refrain from entering into any transaction with risks to money laundering at all times.

Statement

ThaiBev is determined to maintain a neutral political position. We acknowledge and respect the political rights of our employees, insofar as such the personnel refrains themselves from misleading the public regarding ThaiBev’s political position.

Statement

ThaiBev is considering expanding its policy to cover all its stakeholders to follow the principles and guidance in the United Nations (UN) Guiding Principles on Business and Human Rights. ThaiBev is committed to engaging with stakeholders in its communities to ensure that ThaiBev is listening to, learning from and taking into account their views as ThaiBev conduct its business. Where appropriate, ThaiBev will be engaging dialogue with stakeholders on human rights issues related to its business covering all groups of stakeholders from children, indigenous people, migrant labor, third-party contracted labor, local communities and the disabled.

ThaiBev have been implementing and expanding a due diligence approach that targets high-risk locations, processes or activities. Through this process, ThaiBev is committed to identify, prevent, and mitigate adverse human rights impacts resulting from or caused by our business activities before or if they occur through human rights due diligence and mitigation processes, including, but not limited to, the following: human trafficking, forced labor, child labor, freedom of association and rights to collective bargaining, equal remuneration, discrimination and harassment of any kinds, and workplace health and safety.

Guideline

Thai Beverage Environmental Guidelines has been created and adopted as a management tool because the Environmental Management is of great importance which Thai Beverage and our subsidiary company recognize as follows:

Production operations and business facilities
Products and services
Distribution and logistics
Management of waste
Suppliers, service providers and contractors
Key business partners
Mergers and Acquisitions Due Diligence
Climate Change
Sustainable Agriculture Guideline
Genetically Modified Organisms (GMOs)
Packaging
New Projects Development

Guideline

Principle and Rational
Water is a fundamental resource that sustains life on Earth but clean water is increasingly becoming scarce. Water-related risks, such as scarcity, floods, and water quality are more acutely impacting supply chains, operations, and quality of life, and are inevitably linked to climate change, biodiversity, and, on a larger scale, ecosystems resilience. Within these nature systems, Thai Beverage Public Company Limited and its subsidiaries (“ThaiBev”) acknowledge that access to water and sanitation is a fundamental human right. Consequently, the impact of ThaiBev implementing water stewardship practices is manifold. To guide such practices, ThaiBev has been incorporating available international frameworks that include water-related issues as a key environmental dimension.

As a company that predominantly produces beverages, the availability of water resources has a critical impact on ThaiBev’s business continuity in multiple dimensions. In the upstream value chain, water resources are required for irrigation of agricultural commodities; the future potential irregularity and unreliability of water resources has been identified as a key physical climate risk towards supply chain stability. Within its direct operations, water is required in ThaiBev’s production process, including the washing of glass bottles, cooling processes, and steam generation, amongst others.

From its reliance on the availability of freshwater resources for its business operations, ThaiBev places equally strong emphasis on water stewardship efforts to mitigate potential adverse impact on communities within the watershed, such as competition for water, contamination in water discharge, as well as sanitation and hygiene considerations, amongst others. Due to ThaiBev’s global reach, proactive water stewardship will also facilitate ThaiBev’s compliance with increasing water-related regulations and provide opportunities for ThaiBev to have meaningful impact on the environment and society.

Guideline

Principle and Rational
ThaiBev is determined to continue to pursue our sustainability mission of “Creating and Sharing the Value of Growth” while helping to deliver on the Sustainable Development Goals (SDGs) Goal 14 : Life Below Water and Goal 15 : Life On Land. ThaiBev aims to protect and promote biodiversity by the end of 2030, relative to 2021 levels, through the following commitments:

To have a net positive impact (NPI) on biodiversity throughout our operations.
To eliminate deforestation (zero deforestation) and enhance the protection and management of high-value natural ecosystems.

ThaiBev aims to achieve this by applying the mitigation hierarchy to avoid and minimize any negative impacts, restore impacted areas, and finally offset any residual impacts that remain.

Scope
ThaiBev’s biodiversity protection and no deforestation statement will cover all current and future operational sites until the end of their operations. Current operational sites focusing on include the following production facilities: 27 distilleries (19 in Thailand, 6 in the United Kingdom, and 2 in Myanmar), 3 breweries in Thailand, 11 non-alcoholic beverage production facilities in Thailand, and 1 food production facility in Thailand.

ThaiBev’s Biodiversity Impact Mitigation Strategy
ThaiBev will employ the mitigation hierarchy (avoid, minimize, restore and offset) to manage potential biodiversity risks related to our production facilities. Iterative application of the mitigation hierarchy will be undertaken to ensure that residual impacts are reduced to as low as reasonable possible.

Avoidance - ThaiBev is committed to implementing avoidance measures, i.e., measures to ‘design out’ an impact or risk to prevent impacts expected on biodiversity. ThaiBev will also employ design criteria to evaluate all infrastructure development options and look at alternatives when significant impacts to biodiversity are likely. The key good practice avoidance measures include:

Avoid developing our operational sites in nationally or internationally recognised areas of high biodiversity value which include:
- UNESCO (United Nations Educational, Scientific and Cultural Organization) World Heritage Sites;
- Wetlands listed in the Ramsar Convention list of sites;
- UNESCO Man and the Biosphere (MAB) reserves;
- Key Biodiversity Areas; and
- Alliance for Zero Extinction (AZE) sites
- IUCN (International Union of conservation or Nature and Natural Resources) Category I-IV protected areas
Relocate project facilities away from areas containing critical biodiversity, where feasible.
Avoid clearing forested areas for the development of project facilities.

Minimisation - ThaiBev is committed to implementing minimisation measures to reduce the severity of impacts on biodiversity by controlling or limiting the source of impact at production facilities in development/operation. Restoration/Rehabilitation - ThaiBev will seek to restore/rehabilitate areas where impacts cannot be prevented. Where existing operational sites were developed on degraded forest areas, ThaiBev intends to restore such areas to a better quality to enable us to make a positive contribution to the landscape.

Offset - ThaiBev will seek to assess the need for, and feasibility of achieving no net loss (NNL) of biodiversity for Its production facilities with negative biodiversity impacts through compensation/offset measures. Such measures will be developed in line with international best practice such as the Principles on Biodiversity Offsets developed by the Business and Biodiversity Offset Program (BBOP).

Business and Biodiversity
ThaiBev is committed to collaborating with external partners such as biodiversity experts to support the biodiversity assessment and management process. These individuals/organizations will be identified and engaged with for production facilities located in close proximity to critical biodiversity to ensure that the appropriate mitigation strategy is developed to minimize biodiversity impacts to as low as reasonably possible.

Managing biodiversity impacts
ThaiBev’s Environmental Management System (EMS) will include provisions for good biodiversity impact mitigation and management practices across all of ThaiBev’s production facilities. The EMS serves as a guide to ensure the systematic integration of biodiversity considerations across the production facility lifecycle, from the design phase to decommissioning phase.

Guideline

Sale and Marketing is one of ThaiBev's value chains. Thus, ThaiBev is committed to conducting ethical sales practices, marketing and advertising activities and brand communication with responsibility. ThaiBev will communicate its products and services to customers accurately, appropriately, carefully, honestly, lawfully, morally and transparently and in compliance with its policies, code of practices, and laws and regulations of the countries in which it operates. In addition, ThaiBev is committed to abstaining from disinforming customers on competitors’ activities and making exaggerated claims about the social and environmental impacts of its activities.

ThaiBev also recognizes that alcoholic beverages may be consumed irresponsibly, causing problems for individuals and society as a whole. ThaiBev, therefore, has a responsibility to ensure that its brands are advertised and marketed responsibly as specificed in the Alcoholic Beverages Marketing Code of Practice.

Charter of the Nomination Committee

In order for the Nomination Committee (“NC”) of Thai Beverage Public Company Limited (the “Company”) to carry out its responsibility with efficiency according to good corporate governance and the regulations of Securities and Exchange Commission or the Capital Market Supervisory Board of Thailand and Singapore Exchange Limited (“SGX”) where the Company is listed, including international standards, the Board of Directors deemed appropriate to establish the Charter of the Nomination Committee in order to determine the composition, qualifications, tenure, meetings, authorities, duties and responsibilities of the NC as follows:

1. Composition and qualifications of the NC

The Board of Directors is in charge of the consideration and appointment of the NC and the NC Chairman. The Board of Directors considers the persons with appropriate composition and qualifications as follows:

1.1 The NC shall consist of at least 3 directors, and more than half of the NC members and the NC Chairman should be Independent Directors. In case there is a Lead Independent Director, the Lead Independent Director shall be an NC member as well.

1.2 The NC members must have knowledge, competencies and experiences which are beneficial to the Company’s business operations. They must act honestly, understand the duties and responsibilities of the NC, and be non-biased in nominating and selecting candidates to be directors or executives at the level of Senior Vice President or higher. The NC members must be independent according to good corporate governance, have the knowledge regarding good corporate governance, and be able to give sufficient time to carry out their duties.

1.3 The NC Chairman should possess seniority and extensive knowledge, competencies and experiences and must be able to drive the NC to perform its duties with independence, while remaining non-biased honest.

2. Tenure and retirement of the NC members

2.1 The tenure of the NC members is in line with the director tenure. The NC members to retire by rotation may be re-appointed by the Board of Directors to assume the positions.

2.2 The NC members to retire by rotation must remain as the acting NC members until qualified directors are appointed to assume the positions of the NC members.

2.3 Other than by rotation, a director shall retire from office upon:

(1) resignation;

(2) death; or

(3) being removed by a resolution of the Board of Directors.

2.4 In the event that a position of NC member becomes vacant, the Board of Directors shall promptly appoint a qualified director to assume the position.

3. Meetings of the NC

3.1 The NC shall hold at least 2 meetings a year, where the NC members must attend the meetings.

3.2 In order to constitute a quorum for any NC meeting, there shall be not less than half of the NC members.

3.3 In case the NC Chairman does not attend a meeting or cannot perform his duty, the NC members attending the meeting shall elect one of the members to be the Chairman of the meeting.

3.4 A decision made in an NC meeting shall be based on majority voting of the NC members attending the meeting. Each member has 1 vote, and in case the voting result is a draw, the Chairman of the meeting shall have a casting vote.

3.5 An NC member who is an interested person in a particular matter shall abstain from voting on that matter.

3.6 The NC must report the resolutions of each meeting to the Board of Directors.

4. Authorities, duties and responsibilities

4.1 The NC shall consider the Board of Directors’ structure and composition. This includes an appropriate number of directors for the business size, type and complexity as well as qualifications of each director in terms of education, knowledge, competencies, skills, experiences and expertise that are beneficial or related to core business or industry of the Company.

4.2 The NC shall consider qualifications of the candidates to be Independent Directors to suit the Company’s business type. Their independence shall comply with laws, compliance rules, and the SGX’s Principles of Good Corporate Governance.

4.3 The NC shall determine policy, criteria, and selection method and procedure for the recruitment of qualified candidates for director positions and propose the shortlist to the Board of Directors for consideration and approval, of which the main criteria are as follows:

4.3.1 The directors must be qualified according to laws and compliance rules, and the SGX’s Principles of Good Corporate Governance.

4.3.2 The directors must be able to allocate their time to carry out their duties appropriately and adequately.

4.3.3 The directors are recognized for their ethics and credibility, and can duly represent the Company.

4.3.4 The directors must be qualified in terms of education, knowledge, competencies, skills, experiences and expertise that are beneficial or related to core business or industry of the Company.

4.3.5 The directors can promote a diversity of the Board of Directors regarding age, gender, education, skills, experiences, expertise, including ethnicity and nationality.

4.4 The NC shall recruit and select the qualified candidates to be directors and executives at the level of Senior Vice President or higher according to the recruitment procedure and criteria determined by laws and compliance rules.The Board Skill Matrix must be prepared in order to align the recruitment of directors and executives with the direction of business operations.

4.5 The NC shall propose the selected candidates for director positions, together with opinions and reasons for the decision, to the Board of Directors or to the shareholders’ meeting for consideration and approval (on a case-by-case basis).

4.6 The NC shall propose the selected candidates for executive positions at the level of Senior Vice President or higher, together with opinions and reasons for the decision, to the Board of Directors for consideration and approval.

4.7 The NC shall consider the tenure of Independent Directors and annually review their independence on a regular basis.

4.8 The NC shall set up development and training programs for directors in order to develop the potential of both existing and newly appointed directors, ensuring that they understand the Company’s business type and their roles and responsibilities.

4.9 The NC shall formulate a succession plan for executives at the level of Senior Vice President or higher to ensure the Company’s business continuity by preparing the talents to be able to succeed in case that executives at the level of Senior Vice President or higher retire, resign, or cannot perform their duties.

4.10 The NC shall evaluate its performance at least once a year, including individual evaluation, and report to the Board of Directors as well as disclose its criteria, procedure and overall evaluation results in the annual report.

5. Revision and amendment to the Charter

The NC shall review the criteria in this charter annually. In case the NC deems appropriate that the criteria should be amended to align with current circumstances, the NC shall amend the charter and propose the revised version to the Board of Directors for consideration and approval.

The Board of Directors’ Meeting No. 3/2017 dated 11 May 2017 unanimously resolved to approve this charter with the effective date from 11 May 2017 onwards.