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Company's Vision

Board of Directors, on behalf of the shareholders, has the duties and responsibilities in directing the Company's operations to comply with the laws, objectives and Articles of Association of the Company aiming to achieve a sustainable growth by not only providing financial (hire-purchase business) service in Thailand but also seeking to expand its businesses into ASEAN countries to become "The Leading ASEAN Regional Finance Company".

Structure and Composition
  1. The Company's Board of Directors shall comprise of at least five directors and one-third of all directors and not less than 3 directors should be the Independent Directors. Not less than half of all directors shall reside within the Kingdom.
  2. The Board of Directors shall elect one director to be the Chairman. In the case where the Board of Directors deems it appropriate, one or several directors can be elected as Vice-chairman. The Vice-chairman shall have the duties according to the Company's Articles of Association on the activities assigned by the Chairman of the Board.
Qualifications
  1. The Company's Director may or may not be the Company's shareholder
  2. The Director should have the qualifications and not possess any prohibited qualifications specified in the Public Limited Companies Act and/or the provisions stated in the Securities and Exchange Act. In addition, Director must not possess any misappropriate qualifications which may lead to untrustworthiness to manage the company which shares are held by the public stipulated in the SEC's notifications.
  3. The Director should possess knowledge, ability, honesty and business morality and should have sufficient time to devote to the Company.
  4. The Director should not enter into any business as a partner or become a director of any other juristic persons which business is of the same nature as and is in competition with the business of the Company, either for his or her own benefit or for the benefit of other persons, unless he or she notifies the meeting of shareholders prior to the resolution for his or her appointment.
  5. Independent Director shall possess the qualifications of independency in accordance with the provisions specified in the Securities and Exchange Act and shall be able to take care of all of the shareholders' benefits fairly without any conflict of interest. In addition, the Independent Director shall be able to attend the Company's Board of Directors Meeting and make any comments independently.
Election and Term of Office
  1. The meeting of shareholders shall conduct the election of directors in accordance with the following principles and procedures:
    • The voting for election of director shall use majority vote given that each shareholder has the voting right of one share for one vote.
    • The shareholder is allowed to vote for the election of one or several persons to be the Director but cannot divide their votes more or less to any one person.
    • The person who receives the subsequent highest vote shall be the one elected the director until the number of required director is met. In case of the tie votes for the person with next highest voting amount so that it exceeds the required number of director, the Chairman of the meeting shall cast an additional vote to make the resolution.
  2. At each Annual General Meeting, one-third of the directors shall retire in proportion. The director who has held office longest shall retire. If the number of directors is not a multiple of three, the number of directors closest to one-third shall retire. A director who vacates office under this section may be re-elected.
  3. Apart from vacating office upon the expiry of the term, directors shall vacate office upon:
    • death;
    • resignation;
    • lack of qualifications or possessions of prohibited characteristics specified in the Public Limited Companies Act and/or the Securities and Exchange Act;
    • removal by a resolution of the meeting of shareholders, by a vote of not less than three quarters of the number of shareholders attending the meeting who have the right to vote and having the shares totaling not less than half of the number of shares held by the shareholders attending the meeting and having the right to vote;
    • removal by a court order.
  4. Only the shareholders in the shareholders' meeting shall have the right to make election or removal of Directors. However, in the case of a vacancy in the Board of Directors for reasons other than the termination of the term of office stated in No. 4.2 above, the remaining Directors shall elect a person as the substitute director to fill the vacancy, unless the remaining term of office of the director is less than two months. The substitute director shall hold office only for the remaining term of office of the director whom he or she replaces. The said resolution from the Board of Directors shall be subject to not less than three quarters of the remaining directors. In the case of the removal of a director with the election of the substitute director, such director shall hold the office only for the remaining term of office of the director whom he or she replaces.
  5. Any director wishing to resign from office shall submit resignation letter to the Company and the resignation shall be effective from the date on which the Company receives the resignation letter. A director who has resigned may also notify the Registrar of the resignation for acknowledgement.
Duties and Responsibilities

The Board of Directors has the duties to manage the Company's business to be in compliance with the laws, the Company's objectives and the Company's Articles of Association as well as the shareholders' resolutions which are lawful with honesty and carefully protect the Company's interest. The significant duties and responsibilities of the Board of Directors are as follows:

  1. Arrange the Annual General Shareholders' Meeting within 4 months from the ending of the Company's financial period.
  2. Arrange the Board of Directors' Meeting at least once every 3 months.
  3. Manage to have the audited Balance Sheet and Profit & Loss accounts of the Company as at the financial period done and propose for approval from the shareholders' meeting.
  4. The Board of Directors may assign the Managing Director or authorize other person to handle the Company's activities under its control or may authorize such person to have the authority to do other things as appropriate and within the period that the Board deems appropriate. The Board of Directors may cancel, withdraw, change or amend such authorization when deems appropriate. In the case that the authority granted to the Managing Director or other person to carry out the duties concerning the normal business of the Company, such authorization should be in compliance with the Board of Directors' meeting resolution with the presence of the Independent Directors or Audit Committee in the meeting. The opinion on disagreement of such authorization of such Directors should also be clearly recorded in the Board of Directors' Meeting minutes.
  5. Determine objectives, directions, policies, plans and budgets of the Company as well as control the management function of the management team to be in accordance with the assigned policy except for the following matters that the Board of Directors has to acquire approval from the shareholders before carrying out, such as the issues prescribed by laws to gain consent from the shareholders' meeting like capital increasing or decreasing, the disposal or transfer of the whole or significant parts of the Company's business to other person or the acquirement or accepted transfer of other company's business by the Company and the amendment of the Company's Memorandum & Articles of Association.
  6. Ensure that the Company follows the Securities & Exchange Act as well as the SET's rules and regulations, for example, the related transactions and the acquisition and disposal of significant assets so that it complies with the rules of the SET and other laws in relation with the Company's business.
  7. Establish management structure, appoint executive committee, Managing Director, General Manager and other committees as deemed appropriate.
  8. Regularly monitor the operating result to be in compliance with the set plan and budget.
  9. Report without delay when the following matters happen:
    • When the director has conflict of interest directly or indirectly in any agreement executed during the Company's financial year by specifying the fact of the agreement type, name of party and the related interest of the director in the agreement (if any)
    • When the director holds the shares or bonds of the Company and its associated company by specifying the total increase or decrease of the holding during the financial year (if any)

However, such authorization granted to the Board of Directors shall not empower the Board of Directors or its proxies to have the authority to be able to approve the transactions in which oneself or other related persons have the conflict of interest with the Company or its subsidiary or other type of transactions to comply to the rules and regulations of the SET. The approval of such related transactions should be proposed for approval from the Board of Directors' meeting and / or the shareholders' meeting as prescribed in the Company's Articles of Association or related laws.

Meeting and Quorum
  1. Board of Directors' meeting should be arranged at least once every 3 months in which date, time and place of the meeting shall be determined by the Board of Directors occasionally.
  2. Chairman of the Board shall be the one who calls the meeting or if two or more directors request to have the Board of Directors' meeting, the Chairman shall have to set up the meeting within 14 days after the request date.
  3. In calling the meeting, the Chairman or his designated shall send the notice of meeting to every director at least 7 days prior to the meeting date except for the urgent case to protect the Company's interest, the advance notice may be shortened.
  4. In the Board of Directors meeting, there should not be less than one-half of the total number of director present to constitute the quorum.
  5. In case of the absence of the Chairman or in case he is unable to carry out his duty, if there is a Vice-chairman, the Vice-chairman shall preside as the Chairman. If there is no Vice-chairman or if there is but he cannot perform the duty, the other directors present shall select among them 1 director to be the Chairman of the meeting.
  6. The resolution of the Board of Directors' meeting shall be met by a majority vote. A director shall have one vote each. The director with conflict of interest in any matter is not eligible to vote on such matter. In case of a tie vote, the Chairman shall cast another vote to make the resolution.
Authorities
  1. The Board of Directors may assign one or several directors to do certain assignment on behalf of the Board of Directors.
  2. Two of the directors jointly signed with Company's seal shall be binding upon the Company. The Board of Directors shall have the authority to appoint the authorized directors.
  3. When it deems appropriate, the Board of Directors shall have the authority to occasionally appoint a person or several persons to be the Company's advisor.
Remunerations

The director is eligible to receive remunerations in forms of cash reward, meeting allowance, bonus or in other forms according to the shareholders' resolution which may be paid in fixed amount or set up as certain criteria which may be effective occasionally or continuously until further changes. Moreover, the directors are eligible to receive allowance and other welfare according to the Company's rule.

Effective Date

The Board of Directors Charter shall be effective on 22 August, 2012.



(Mr. Mitsuji Konoshita)
Chairman of the Board of Directors
Group Lease Public Company Limited