Corporate Governance

The company has the policy to support, promote, and facilitate every shareholder including institutional investors to ensure that shareholders, both as investors and owners of the Company, are entitled to all basic rights meeting widely accepted and reliable standards, which include the right to freely trade or transfer their own shares, the right to receive dividends from the company, the right to attend Shareholders’ Meetings, the right to express opinions independently, and the right to make decisions on important affairs of the company e.g. the election of directors, the appointment of auditors and fixing of the audit fee, the amendment of Memorandum of Association and Articles of Association of the company, as well as the approval of significant transactions influencing the company’s direction. Apart from the abovementioned rights of the shareholders, the company has made additional efforts to encourage and facilitate shareholders to exercise their rights as follows:

1. The company provides essential, clear, and up-to-date information for shareholders regarding the company’s business. The company will notify shareholders of the information through the company’s website and the Stock Exchange of Thailand.
2. To ensure that all shareholders receive clear and sufficient detailed information, allowing them to have adequate time to study the information before attending the shareholders’ meeting, the company has submitted the annual meeting notice together with supporting information to all shareholders at least 14 days in advance to inform the meeting agenda together with the directors’ opinion and recommendation for each of the agenda presented. Such information both in Thai and English will be posted on the company’s website 14 days in advance prior to the date of the meeting. The notice will also be announced in the newspaper for three consecutive days and at least three days prior to a shareholders’ meeting for the shareholders to prepare themselves in joining the meeting.
3. To facilitate shareholders unable to attend a Meeting, the company provides an opportunity for them to appoint a representative, e.g., an independent director or any other person to act as proxy, using the proxy form attached to the notice of the meeting. The proxy form prepared in compliance with the specifications defined by the Department of Business Development at the Ministry of Commerce allows shareholders to exercise their voting rights as they wish. The company also attaches the explanations on the method of granting proxy including profile of independent directors proposed by the company to serve as proxies for shareholders, registrations, documents required before attending the meeting, voting on each agenda item, regulations concerning meetings of shareholders and voting to the notice of the Meeting.
4. In 2022, all members of the board of directors attended the Annual General Meeting of Shareholders. According to COVID-19 pandemic, the directors who live aboard attended the meeting via teleconference. The directors who participated in the meeting in person or by overseas teleconference are counted as meeting attendances in accordance with the law.
5. In 2022, the Annual General Meeting of Shareholders was held on February 18, 2022 Via an electronic medium, which was broadcasted from the Company’s head office. In addition, the company gave all shareholders the opportunity to do the registration for 14 days in advance through E-Service Platform. The shareholders could log-in to the electronic meeting system (e-Service Platform) 2 hours in advance on the date of the Meeting
6. Before the meeting started, the chairman of the board of directors assigned Mr. Chaijit Tehasuwanarat to clarify rules, means and criteria to the meeting such as the opening, voting procedures, counting of shareholders’ vote for each agenda.
7. For counting the votes, the legal advisors from Dharmniti Law Office are the witness and independent auditors from D I A International Audit Co., Ltd. are the moderators to check the vote for transparency throughout the Meeting with the shareholders’ right protection volunteer from Thai Investors Association and Internal Auditor serving as observers. For the issue of voting on the election of directors, the company allowed shareholders to vote each director individually. For the issue on the appointment and remuneration of auditors, auditors’ names, company’s name, the independence of auditors, and audit fee are specified in the notice for consideration of the suitability of auditors.
8. Shareholders arriving after the Meeting commenced were allowed to vote on the agenda item considered provided that a resolution was not yet made. They constituted part of the quorum starting from the agenda item for which they were in attendance and can exercise their rights. As a consequence, the number of shareholders in each agenda item might vary.
9. At the Meeting, shareholders were allowed to freely express their opinions, give suggestions and raise questions on any agenda item before casting votes, so that shareholders could obtain sufficiently detailed information on the matter in question. When shareholders had questions or inquiries, the company’s officers were available to answer queries under the responsibility of the board.
10. The results of the vote count shall be announced at the Meeting after the completion of the counting of votes for each agenda item. However, vote counting for some agenda items might take longer. In such cases, the Chairman might request the Meeting to proceed with the consideration of the next item on the agenda to avoid disrupting the Meeting. The Meeting is informed of the result as soon as the vote counting has finished.
11. The agenda of the 2022 Annual General Meeting of Shareholders was considered chronologically as it appeared in the invitation letter submitted to shareholders prior to the Meeting, without any changes in order or request the Meeting consider any agenda item other than those specified in the invitation letter. Moreover, after all agenda items were considered, the Chairman welcomed shareholders’ additional queries of their interest before declaring the meeting adjourned.
12. The company disclosed the voting results and resolutions for each agenda item at the 2021 Annual General Meeting of Shareholders to the public via SET Link and the company website after the Meeting ended.
13. The company prepared the minutes of the Shareholders’ Meeting completely encompassing all material information: names of directors attending the Meeting, voting procedure, resolutions of the Meeting, voting results for each agenda item, key questions, clarification, and shareholders’ comments. The Company prepared the minutes of the 2022 Annual General Meeting of Shareholders within 14 days from the date of the meeting, submitted them to the Stock Exchange of Thailand and the Ministry of Commerce as stipulated by law and posted the minutes and the video record of the Annual General Meeting of Shareholders on the company’s website.

Each shareholder or group of shareholders is treated equally whether they are management or non-management, majority or minority shareholders or foreign shareholders:

• The company distributes the notices to shareholders at least 14 days prior to the shareholders’ meeting and provides the notices and relevant documents in English for foreign shareholders.
• The company posts the notices in both Thai and English on the company’s website 14 days in advance prior to the shareholders’ meeting.
• The company delivers proxy form which is attached with the notices to shareholders. It clearly explains the procedure and related documents for shareholders to prepare documents properly and do not cause problems in the attendance of proxy holders. This is to allow shareholders who are unable to attend meeting may appoint proxy holders or independent directors to attend and vote on their behalf. The independent directors’ profile and report of conflict of interests in each agenda are attached completely.
• The shareholders’ meeting shall be conducted according to the agenda notified in the notice and it is our policy not to add items to the agenda without advance notice to shareholders

Inside Information

The company has the policy to control and monitor the use of inside information by directors and management, including their spouses and minor children, for their personal benefit to comply with the Securities and Exchange Act B.E. 2535 and the Securities and Exchange Act amended B.E. 2559 and to align the company practices with the SEC Office and the Stock Exchange best practices. The details are as follows :

• Directors and managements are informed of their responsibility to report their stockholding and the penalties for failure to comply with section 59 of Securities and Exchange Act B.E. 2535 and Securities and Exchange Act amended B.E. 2559 and the regulations of the SET.
• Management and staffs who receive inside information are prohibited from disclosing such information to any third parties or not involved parties.
• All directors and managements are prohibited from trading the company stocks for 30 days prior to release of the company’s quarterly and annual financial statements, and for 24 hours after the release.
• In case management have knowledge of confidential information that could have any impact on the company’s stock price, they are prohibited from trading company stocks until 24 hours after the public disclosure of such information.
• Directors and executives as defined by SEC (top executive) are required to report any changes in securities holding as a result of the purchase, sale, transfer or acceptance of transfer of securities within three business days of the date of any changes through SEC’s electronic system. In addition, the board of directors will monitor to ensure compliance with such measures. It is stipulated that any changes in their shareholding must be reported in the board of directors’ meeting quarterly. The number of shares held by the directors and top executives both directly and indirectly as of the beginning and end of the year as well as those traded during the year shall be reported in the Annual Report.

In 2022, there were no insider trading cases concerning the director, top executives, and employees involved with internal information.

Conflict of Interest

In order to avoid conflict of interests, the company specifies the rules with regard to the conflict of interest as follows:

• Any director or executive, who have conflict of interests in any agenda item under consideration, cannot vote on such agenda item. This is to ensure that the Board and executives make decisions in a fair manner for the utmost benefit of shareholders.
• In case of the related party transactions that are the normal business transactions or the transactions to support the normal business with general commercial terms and conditions and their transaction price that can be calculated from the underlying assets or reference prices, the procedure to undertake these transactions shall be in accordance with the regulations of SEC and SET with regard to the connected transaction. The undertaken transactions shall be reviewed by audit committee on a quarterly basis.
• In case of other related transactions apart from the above mentioned, the audit committee shall provide their opinions with regard to the necessity of the transaction and the reasonableness of the transaction’s price by considering the normal business practice of the industry and comparing the undertaken price with the price of others or the market price. In case that the audit committee has no expertise on any transaction, the company would hire an independent specialist or an auditor to provide their opinion on such transaction for the consideration of the audit committee, the board of directors or the shareholders as the case may be. The directors who may have any conflict of interest of the transaction will not be able to vote on such transaction.

All stakeholders are equally treated to foster a harmonious relationship leading to the growth and prosperity of the company in the long run. The Company has established guidelines on how to treat for all stakeholders according to the law and the sustainable co-existence principle which are disclosed under section “Corporate Sustainability”. The Company has also set Code of Conduct guidelines, human resource management policy and other relevant policies of the Company. Additionally, the Company also designates appropriate guidelines, internal control systems and anti-corruption policy to prevent corruption in the organization and fulfill fair benefit to every stakeholder.

Apart of the guidelines to treat for all stakeholders under section “Corporate Sustainability”, key guidelines and actions are summarized as follows :

Whistle-Blowing Policy and Whistler-Blower Protection :

The company has given priority to good corporate governance and opened up opportunities for employees and stakeholders to report or inform any irregularities in the business operations of the company such as corporate governance, ethical practices, corruption, financial transactions, code of conduct, and compliance with legal requirements, regulations through the specific channels provided. This is to ensure that investigation of complaints is conducted according to the process specified in the whistle blowing policy guidelines.

The company has provided channels for complains as follows:

1. Chairman of Audit Committee or the Board of Directors
   Pico (Thailand) Public Company Limited
   10 Soi Lasalle 56, Bangna Tai,
   Bangna, Bangkok 10260
   Or chaiyod@picothai.com
2. Company Secretary Tel. +662-748-7007 or companysecretary@picothai.com
3. Internal Auditor Tel. +662-748-7007 or internalauditor@picothai.com

The company will proceed the investigation according to the specified process and properly record the result without disclosing the whistle-blowers’ name, and will also keep their information confidential. There were no submitted complaints from employees and stakeholders in 2022.

Anti-Corruption

The company realizes on the significance of transparent and moral business operation. Therefore the rigorous precautions on working processes are laid down to prevent corruption at work and the Anti-Corruption Policy is established as a practical guidance for the directors, executives, staffs and employees of the company. In addition, the honesty at work is continuously communicated to the employees. The company’s desirable employee must be committed to 3 key characteristics as follows:

1. Accountability, meaning that each employee shall be responsible, trustworthy and can be able to account for his or her own actions.
2. Integrity, meaning that each employee shall be honest, practice transparency at work, and not support any wrong-doing or corruption.
3. Dignity, meaning that each employee shall have self-respect and shall treat others with the same respect and dignity.

To ensure that all employee realize the importance of this policy and strict to it, the company communicates the policy through the orientation session for all new staff and also regularly communicates it to all employee. Additionally, the policy is included in the company’s rules and regulations and employee manual.

The company’s Anti-Corruption Policy is as follows.

1. The director, executive, staff and employee of the company shall not perform any act having behavior or participating in any manner that indicates as giving or receiving bribe to the stakeholders in the matter under both his/her direct or indirect duty and responsibility for acquisition of wrongful interest, or demanding or receiving any interest from business partner or the person who deals the business with the company.
2. Use of money or assets of the company for charitable donation or provision of subsidy shall be performed in the name of the company only. Charitable donation or provision of subsidy shall be carried out with verifiable evidence and complying with the rule of the company.
3. Regularly implement efficient and appropriate internal control and risk management system for corruption prevention, and review and assess operating risks that may cause corruption at least once a year.
4. Establish mechanism of transparent and proper financial reporting under international accepted accounting standards.
5. Establish human resource management process reflecting commitment toward anti-corruption measure.
6. Arrange communication channel for employees and all stakeholders to perform whistle-blowing, providing suggestion and complaint relating to corruption, under whistleblower protection measure.
7. Any act that violates or breaches this policy either directly or indirectly shall be disciplinarily considered in accordance with rule prescribed by the company, or legally punished.

We recognize the significance of disclosures of financial and non-financial information to the public. These disclosures are made in accordance with the regulations of the Securities and Exchange Commission and the Stock Exchange of Thailand and related laws through many channels such as its annual registration statement (form 56-1 One Report) and our website at www.picothai.com. Additionally, the company gave the opportunity for investors and analysts both domestic and abroad to communicate with the company via the investor relations department.

The company has the information disclosure policy and we are committed to strictly obeying the law, and the regulations and obligations mandated by the Securities and Exchange Commission (SEC), SET, and relevant government bodies. Regular amendment takes place to ensure accurate information disclosure and to guarantee the company’s transparency in conducting business. For example, we:

1. Compile reports as required by laws related to directors and top executives and submit such reports to the Securities and Exchange Commission.
2. Establish a policy that requires the company’s directors and executives to report their own interests, and those of any related persons, which are vested interests relating to the operating of the company or its subsidiaries according to the criteria and reporting procedures prescribed by the company.
3. Establish a policy requiring directors and top executives to disclose/report the change in their shareholding of the company’s ordinary shares to the board of directors’ meeting quarterly. The report of such change in shareholding also includes the company’s ordinary shares held by such directors and top executives’ spouse and minors. The detail of shares held by directors and top executives as at the beginning and the ending of the year together with the shareholding movement during the year is disclosed in the company’s 56-1 One Report.
4. Prepare a report on the Board’s responsibility for financial statements and present it in 56-1 One Report.
5. Publish Notice of Annual General Meeting of Shareholders and 56-1 One Report within 120 days after each financial year-end.
6. Publish minutes of the latest and previous Annual General Meeting of Shareholders on the company’s website.
7. Disclose the roles and responsibilities of the board of directors and sub-committee, the number of meetings held, and the number of meetings each individual director and sub-committee member attended.
8. Disclose the date of the director’s appointment in the company’s Annual Report.
9. Disclose the board member selection process
10. Disclose the policy on the remuneration of directors and top executives
11. Disclose the detail of the director remuneration in the company’s 56-1 One Report section “Management”
12. Disclose details of each individual director’s attendance of courses offered by the Thai Institute of Directors Association (IOD).
13. Disclose detailed information on the operations and investment structure of subsidiaries, associates, joint ventures and other companies.
14. Disclose the audit fee and other fees in the company’s Annual Report.
15. Disclose policy on environmental and social responsibility.
16. Disclose corporate governance policies.
17. Reveal significant investment projects and relevant impacts of the projects via the SET Link of the Stock Exchange of Thailand and the company’s website to ensure that shareholders, investors, the press, and related parties are kept informed of information accurately, extensively, and transparently.

We are confident that shareholders can have access to the necessary information from these channels. Moreover, shareholders and the general public can readily reach our investor relations officer for additional information as the contacts in the investor relations department section.

The Company’s Information Distribution Channels

The company recognizes the importance of information disclosure because it greatly affects decision-making of investors and stakeholders. It is necessary, therefore, to define and administer measures concerning the disclosure of information, both financial and non-financial as stipulated by laws. Information disclosed via the SET Link of the Stock Exchange of Thailand and Pico’s website shall be complete, sufficient, reliable and up-to-date, written in both Thai and English.

The company is committed to obeying the law, and the regulations and obligations mandated by the Securities and Exchange Commission (SEC), the SET and relevant government bodies. Regular amendment takes place to ensure that Pico is up-to-date in its adherence to laws, regulations and obligations, and to guarantee shareholders that Pico conducts its business in a transparent, rightful and honest manner. The Board of Directors also upholds information disclosure guidelines related to the company so as to systematize the Company’s information disclosure and avert any damage caused by improper disclosure. This reassures shareholders, investors, the general public and all stakeholders that Pico is committed to disclosing information clearly, accurately, in compliance with the law and equitably according to the Disclosure Policy. In addition, the Board of Directors has also formulated Investor Relations Code of Conduct to ensure that the company’s investor relations officers fulfill their duties appropriately and fairly to all stakeholders.

The company places great importance upon transparency and full disclosure of significant financial, operational, and other relevant information, so that it is accurate, complete, and timely. In addition to fulfilling legal and SET reporting requirements, the company has established other channels to distribute information and communicate with all stakeholders. These communications channels include the quarterly announcement of the company’s operating results, the regular announcement on significant investment projects and activities, and internal activities to disseminate policy and operational guidelines to employees.

The Investor Relations Department

The Investor Relations Department of the company is responsible for communications with institutional investors, retail investors, shareholders, analysts and relevant government bodies on an equal and fair basis. The company has compiled this Investor Relations Code of Conduct to establish guidelines for correct and proper practices to which investor relations officers (IROs) can adhere. The Code of Conduct details fundamental principles regarding information disclosure, inside information protection, fair and equitable treatment of stakeholders, and integrity, all of which are consistent with Pico Corporate Governance and form a basis on which added value can be created and the company can inspire confidence in its shareholders, investors, the general public, and every stakeholder. The Investor Relations Code of Conduct comprises four main principles as follows:

1. Disclosing information material to investment decisions accurately sufficiently and timely
2. Handling and protecting inside information
3. Disclosing information fairly and equitably
4. Performing duties with integrity

Should the shareholders require additional information, they can contact Ms. Kulsiri Denrungruang, company secretary, serves as the investor relations officer and can be reached at 02-748-7007 or email address kulsiri@picothai.com.

Structure of the Board of Directors

• In the selection process for directors, the chairman of the board appoints the nomination committee to assist in the consideration of persons with appropriate qualifications and no prohibited characteristics as set forth in the laws governing public companies. The key criteria include their vision, basic qualifications and extensive experience, which will be beneficial to the company. Such person must be of highest moral value and unquestioned ethics in accordance with code 68 of the Public Company Act B.E. 2535 and the relevant announcements of the SEC and the SET. The selected person is then submitted to the board for election during its meeting.
• The company’s board of directors consists of eleven directors with four being independent directors. The ratio of independent directors is 1/3, which is in compliance with the rules and regulations established by the Stock Exchange of Thailand.
• Members of the board serve for a period of three years. The longest serving director will take turn in retiring in the proportion of one third of total.
• Five directors are appointed as executive committee members responsible for the company’s administration to align with the company’s direction, business plan and established annual budget. The segregation of duties and responsibilities between the board of directors and the executive committee is thus clearly determined.
• The audit committees are appointed by the board of directors to assist in the oversight of operation. The audit committee members are wholly independent directors. The audit committee holds the meeting quarterly. In addition, it holds meeting with the external auditor every three-month and reports to the board of directors.
• The nomination and remuneration committees are appointed by the board of directors for screening and selecting the appropriate person (s) as member(s) of the board of directors and providing the recommendation for the remuneration package and other benefits in consideration of the director’s duty and responsibility.
• Ms. Kulsiri Denrungruang is appointed as the company secretary, the secretary to the board of directors and the audit committee with the duty to advise on legal aspects and other pertinent regulations that the directors need to be cognizant of. She also coordinates and ensures that the resolution made by the board of directors meeting is properly implemented.

The organizational structure of directors of the company consists of five boards as follows :

1. The Board of Directors

Qualifications of Company Directors

1. Company directors must be qualified pursuant to the requirements set forth in the Public Limited Company Act and Company’s Articles of Association, and possess no prohibited characteristics set forth in the Decree of the Securities Exchange Commission.
2. Company directors must have a capacity of leadership, wide-ranging vision, and knowledge of the company’s business.
3. Every company director must be able to perform his/her duty and express opinions independently, and be able to devote sufficient time to perform his/her duties.

Term of Office

Members of the board serve a period of three years.

Directors are elected by the shareholders' meeting in the annual general meeting of shareholders. At the annual general meeting of shareholders, one-third of directors shall retire by rotation. If the number of directors is not a multiple of three, the number of directors closest to one-third shall retire with the longest serving directors retiring first. A director who vacates office under this Section may be re-elected.

Apart from retirement by rotation, according to code 72 of the Public Companies Act B.E. 2535 the director can retire his/her office upon:

1. Death
2. Resignation
3. Disqualification or having legal prohibited characteristics
4. Resolution of the Shareholders’ Meeting to vacate with votes of not less than three-fourth of total number of shareholders who attend the meeting and have voting rights, and counted shares of not less than half of the number of shares held by the shareholders who attend the meeting and have voting rights.
5. Order by the court to vacate

If directorship vacates the office due to the above reasons, the board of directors may select a qualified person to become a replacement. The tenure of nominated director shall be equal to the remaining tenure of the replaced director.

Scope of Duty & Authority of the Board of Directors

1. The Board of Director’s Functions
   The board of directors conducts the company’s business by using its knowledge and experience to the fullest capability for the maximum benefits of the company. It shall conduct its role according to the company’s objectives, article of association and shareholders’ meeting resolutions with due care and discretion to protect the rights of and be responsible to the shareholders
2. Establishing the Company’s Objectives, Business Direction & Policy
   The board is in charge of setting the appropriate policy and business direction of the company except the policy or business direction, which requires shareholders’ approval.
3. Review the structure of the board and its charter
   The board shall annually review the structure of the board and its charter to ensure its leadership role in achieving the company’s objectives.
4. Appointment and Supervision of the Executive Committee
   The board is empowered to appoint a committee consisting of directors as it deems appropriate to act as an executive committee to manage on its behalf for more operating efficiency. The board of directors is responsible for the supervision to ensure that the executive committee effectively carries out the approved policies.
5. Reviewing top executives’ development plans and overseeing to ensure the effective performance assessment of top executives on an annual basis and determining appropriate remuneration in line with the role and responsibility and the company’s operating results to provide both short-term and long-term incentives.
6. Appointments and Delegation of Authority to Other Persons
   The board of directors may appoint any other person to conduct the company’s business under its supervision or it may delegate authority to the said person as it deems appropriate. The period of this authority delegation shall be set as the board deems appropriate and the board may rescind, remove, alter or modify such delegation. Such appointment or delegation shall fall under the following rules :
   • Any appointment and authority delegation shall not be bestowed on person(s) with a vested interest or a conflict of interest.
   • The appointed and delegated person(s) shall not be able to approve the transactions that they have vested interest in or potential conflict of interest with.
   • Appointment and delegation must be accompanied with a clear establishment of scope of authority, duty, and responsibility and must be in accordance with the resolution of the board of directors meeting attended by independent directors or members of the audit committee. In the case that such delegation of power is objected to by a member of the independent director or an audit committee member, such objection shall be clearly recorded in the minutes of the meeting.
7. Overseeing to ascertain respecting the rights of shareholders, ensuring the equitable and transparent treatment of shareholders and other stakeholders, establishing a clear process and channels for receiving and handling complaints from informants or stakeholders effectively and ensuring an opportunity for every stakeholder to contact or lodge complaints about potential issues directly to the board of directors.
8. Devoting sufficient time to perform their duties, attending all meetings of the board of directors and Shareholders’ Meetings, except in unavoidable circumstances. The directors who are unable to attend a meeting must notify the chairman or the secretary to the board in advance of the meeting.
9. Monitoring and managing any potential conflicts of interest between the company, the management, the board of directors, or shareholders as well as overseeing to prevent misuse of the company’s assets and the entering into inappropriate transactions with persons connected with the company.
10. Developing their knowledge and competency related to their duties consistently through courses or curricula related to directorial duties or seminars that enhance their knowledge.

Performing its duties, the board of directors may seek external consultation from independent consultants or experts in various fields, as deemed necessary and appropriate.

Scope of Duty & Authority of Chairman of the Board of Directors

1. Acts as the leader of the board of directors to oversee, supervise, and monitor the operations of executive committees and other committees to make them achieve the objectives, policies, and specified plans
2. Chairs the board of directors’ meetings.
   2.1 Conducts a board meeting according to the agenda, the company’s Articles of Association, and applicable laws.
   2.2 Encourages and allocates sufficient time to each board member to discuss and express their free and frank opinion with due circumspection and concern for all stakeholders.
   2.3 Sums up the board meeting resolutions and the actions to take clearly.
3. Chairs the meetings of shareholders according to the agenda, the company’s Articles of Association, and relevant laws by allocating time appropriately along with providing opportunities for shareholders to express their opinions equitably and ensuring that shareholders’ inquiries are responded appropriately and transparently.
4. Sets board meeting agenda in consultation with the Vice Chairman of the board of directors and CEO, and oversees to ensure board members receive accurate, complete, timely, and clear information prior to the meeting to assist in their decision making process.
5. Have a casting vote in case the board of directors’ meeting has a tie vote.
6. Supports and be a role model in compliance with the principles of good corporate governance and the company’s code of conduct.
7. Fosters a positive working relationship between the board of directors and the management and supports the performance of the duties of CEO and the management in accordance with the company’s policy.
8. Oversees to ensure the transparent disclosure of information and management in the event of conflicts of interest.
9. Oversees to ensure the board of directors has appropriate structure and composition.
10. Oversees that the board of directors as a whole, sub-committees and each individual director perform their duties effectively and efficiently.

The Board of Directors’ Authorization

The board of directors is empowered to authorize various matters in accordance with the scope of authority stipulated by laws, the company’s Articles of Association, the Board of Directors charter, and the shareholders’ meeting resolutions. Such matters include defining and reviewing corporate vision, mission, operating strategies, operating plans, risk management policy, annual budget and business plans, and medium-range business plan. Added to this is the defining of the target operating results, following up and assessing the operating results to ensure they are consistent with the plan, and overseeing capital expenditure, material connected transactions, merger and acquisition, corporate spin-off, and joint venture deals.

2. The Executive Committee

Qualifications of Executive Committee Member

1. Must be qualified pursuant to the requirements set forth in the Public Limited Company Act and Company’s Articles of Association, and possess no prohibited characteristics set forth in the Decree of the Securities Exchange Commission.
2. Must be knowledgeable, capable and experienced in the business operation of the Company
3. Must have a capacity of leadership, wide-ranging vision, and knowledge of the company’s business.
4. Must possess honesty, business ethics, and full dedication of time to perform at work

Term of Office

Members of the Executive Committee who also serve as the board of director members serve a period as long as they are serving on the Board of Directors.

The executive director can retire his/her office upon:

1. Death
2. Resignation
3. Being disqualified as the executive committee
4. Removal from office by resolution of the Board of Directors.

Scope of Duty & Authority of the Executive Committee

1. To propose the followings for the approval by the board of directors :
   
   • Long-term and medium-term of business objectives and direction
   • Business strategy and policy
   • Annual business plan and budget
   • Organizational structure and management structure including details on selection, training, recruitment and termination of employees
2. Supervision and overseeing that the company’s business operation follows the board’s approved business strategy, policy and plan.
3. Screening of business contractual obligations of the company, acquisition of assets or rights to be used in the company operation. This includes setting up the guideline and negotiating processes to engage such contracts.
4. Regularly monitoring the company’s financial liquidity and solvency.
5. Considering the engagement into financial, loan and guarantee contract by the company.
6. Acting on contract amendment and termination in accordance with the executive committee’s discretion.
7. To consider the profit and loss account of the company and the proposal of an interim or annual dividend payment to the board of directors or shareholders’ meeting, as the case may be, for approval.
8. Establishment a framework for governance of enterprise IT that is aligned with the company’s business needs and priorities, stimulates business opportunities and performance, strengthens risk management, and supports the company’s objectives.
9. To engage in any other action in order to support the above or as may be delegated by the board of directors from time to time.

The foregoing duties and authorities of the executive committee shall be under the law and the company’s bylaws.

Scope of Duty & Authority of Chief Executive Officer

1. Act as the leader of the executive committee by supervising, guiding, and evaluating the performance of the management.
2. Call the executive committee meeting as appropriate.
3. Consider the transactions or proposals prior to submitting to the board of directors for approval
4. To ensure that the company’s business operation is in line with the policies issued by the board of directors or the executive committee, and to provide performance updates to both committees.
5. To review the annual budget prepared by the management prior to submitting to the executive committee and the board of directors for approval as well as to control the spending of each business unit.
6. To determine the conditions of employment of staff and employees, issue the orders or announcements related to the company’s administration and operation which is not against the company’s regulations, the board of directors’ resolution or other related laws.
7. To hire, appoint, and punish staff and discontinue employment of staff and employees, including the promotion, or salary adjustment. This excludes staff and employees who, according to the regulation or the board resolution, are employed, punished and dismissed by the board of directors.
8. To approve and control the normal operating expenses, selling and administrative expenses, capital expenditure in order to ensure the adherence to the budget approved by the board of directors or the executive committee.
9. To review all transactions relating to the company’s assets and rights for which the company may use to enter binding contracts with individuals, companies or financial institutions and to submit such transactions for review and approval by the executive committee and the board of directors.
10. To review the company’s financial performance and propose the interim dividend or annual dividend to the executive committee for consideration and propose to the board of directors and/or the shareholders’ meeting, as the case may be, for approval.
11. To perform or execute any task or duty as assigned by the board of directors

3. The Audit Committee

Qualifications of the Audit Committee & Independent Directors

1. Must be qualified pursuant to the requirements set forth in the Public Limited Company Act and Company’s Articles of Association, and possess no prohibited characteristics set forth in the Decree of the Securities Exchange Commission.
2. Holding less than 1% of the outstanding shares with voting rights of the company including parent company, subsidiary company, associate company, major shareholder or controlling person, including shares held by related persons of such independent director (including such persons described in code 258 of the Securities and Exchange Act B.E. 2535).
3. Neither being nor used to be an executive director, employee, staff, advisor who receives salary, or controlling person of the company including parent company, subsidiary company, associate company, same-level subsidiary company, major shareholder or controlling person, unless the foregoing status has ended not less than 2 years prior to the date of appointment. Such prohibited characteristic shall not include the case where the independent director used to be a government official or advisor of a government unit which is a major shareholder or controlling person of the company.
4. Not being a person related by blood or legal registration as father, mother, spouse, sibling, and child, including spouse of child, executive, major shareholder, controlling person, or person to be nominated as executive or controlling person of the company or subsidiary company.
5. Neither having nor used to have a business relationship with the company including parent company, subsidiary company, associate company, major shareholder or controlling person, in the manner which may interface with his independent judgment, and neither being nor used to be a significant shareholder or controlling person of any person having a business relationship with the company, parent company, subsidiary company, associate company, major shareholder or controlling person, unless the foregoing relationship has ended not less than 2 years prior to the date of appointment.
6. Neither being nor used to be an auditor of the company, parent company, subsidiary company, associate company, major shareholder, or controlling person, and not being a significant shareholder, controlling person, or partner of an audit firm which employs auditors of the company, parent company, subsidiary company, associate company, major shareholder, or controlling person, unless the foregoing relationship has ended not less than 2 years prior to the date of appointment
7. Neither being nor used to be a provider of any professional services , including those as legal advisor or financial advisor who receives service fees exceeding Baht 2 million per year from the company including parent company, subsidiary company, associate company, major shareholder, or controlling person, and not being a significant shareholder, controlling person or partner of the provider of professional services, unless the foregoing relationship has ended not less than 2 years prior to the date of appointment.
8. Not being a director appointed as representative of directors of the company, major shareholders or shareholder who is related to major shareholder.
9. Not undertaking any business in the same nature and in competition to the business of the company or subsidiary company or not being a significant partner in a partnership or being an executive director, employee, staff, advisor who receives salary or holding shares exceeding 1% of the total number of shares with voting rights of other company which undertakes business in the same nature and in competition to the business of the company or subsidiary company.
10. Not having any other characteristic which cause the inability to express independent opinions with regard to the company’s business operations.

Independent director processing the quality as outline in 1-10 above may be assigned by the board of directors to carry on the operation of the company, parent company, subsidiary company, associate company, same-level subsidiary company, major shareholder or controlling person, provided that such decision shall be in the form of collective decision.

Term of Office

Members of the Audit Committee serve a period as long as they are serving on the Board of Directors.

Members of the Audit Committee who vacate office by rotation may be re-elected.

Apart from retirement by rotation, If directorship vacancy according to code 72 of the Public Companies Act B.E. 2535, the board of directors may select a qualified person to become a replacement. The tenure of nominated director shall be equal to the remaining tenure of the replaced director.

Scope of Duty and Authority of the Audit Committee

The audit committee has the duties as delegated by the company’s board of directors, as follows :

1. To review the company’s financial reporting process to ensure that it is accurate and adequately disclosed by coordinating with external auditors and executives responsible for financial reports on the quarterly and annual basis
2. To review the company’s internal control system and internal audit system to ensure that they are suitable and effective;
3. To ensure that the company has duly complied with the Securities and Exchange Act, the Stock Exchange of Thailand’s regulations, and the laws relating to the company’s business.
4. To consider, select and nominate an independent person to be the company’s auditor, together with determining the auditor’s remuneration, to propose to the annual general meeting of shareholders for approval.
5. To review the connected transactions, or the transaction that may lead to conflicts of interests and ensure that they are accurately and completely disclosed.
6. To prepare and disclose the audit committee’s report, signed by the chairman of the audit committee, in the company’s annual report. The report must contain the followings ;
   
   1. an opinion on the accuracy, completeness and reliability of the company’s financial report,
   2. an opinion on the adequacy of the company’s internal control system,
   3. an opinion on the compliance with the law on securities and exchange act, the Stock Exchange of Thailand regulations, or the laws relating to the company’s business,
   4. an opinion on the suitability of an auditor,
   5. an opinion on the transactions that may lead to conflicts of interests,
   6. the number of the audit committee meetings, and the attendance of such meetings by each committee member,
   7. an opinion or overview comment received by the audit committee from its performance of duties in accordance with the charter, and
   8. other transactions or information which, according to the audit committee’s opinion, should be communicated to the shareholders and general investors, subject to the scope of duties and responsibilities assigned by the company’s board of directors;
7. To perform any other tasks as assigned by the board of directors.

Mr. Manus Manoonchai, a member of audit committee, has an appropriate knowledge and experience to be responsible for reviewing the reliability of the financial statements.

Scope of Duty and Authority of the Chairman of the Audit Committee

The chairman of the audit committee has the duties as delegated by the company’s board of directors, as follows :

1. Acts as the lead independent director and vice chairman of the board of directors.
2. Acts as the chairs of the board of directors’ meeting if the chairman of the board of directors be absent or unavailable to perform his duty.
3. Sets board meeting agenda in consultation with the chairman of the board of directors and chief executive officer to ensure the important information will be addressed in the meeting.
4. Acts as the leader who integrates diverse opinions and notes made by the independent directors for submission to the board of directors.
5. Coordinates for communications between shareholders and the independent directors.
6. Perform other duties as assigned by the board of directors.

4. The Nomination Committee

Qualifications of Nomination Committee

1. Must be qualified pursuant to the requirements set forth in the Public Limited Company Act and Company’s Articles of Association, and possess no prohibited characteristics set forth in the Decree of the Securities Exchange Commission.
2. Shall be company directors.
3. Shall be able to independently perform his/her duties, express opinions, report on the performance of the assigned duties, and devote sufficient time to perform his/her duties.
4. The members of Nomination Committee must be neutral in looking for and selection of persons qualified for nomination to hold the position of company directors, replacing those whose terms of office expired or for other cases, and in preparation of sufficient biographical data of such persons for the consideration of the Board of Directors.

Term of Office

Members of the Nomination Committee serve a period as long as they are serving on the Board of Directors.

Members of the Nomination Committee who vacate office by rotation may be re-elected.

Apart from retirement by rotation, If directorship vacancy according to code 72 of the Public Companies Act B.E. 2535, the board of directors may select a qualified person to become a replacement. The tenure of nominated director shall be equal to the remaining tenure of the replaced director.

Scope of Duty and Authority of the Nomination Committee

The scope of duty & authority of the nomination committee is as follows:

1. Review the appropriateness of each director’s qualification in the case that there is any change related to the director’s qualifications.
2. Report regularly on progress and performance results to the board of directors after every meeting of the nomination committee.
3. Determine the qualifications of any person to be nominated for directorship to align with the company’s business strategies and lay down the director nomination process in the case of the replacement of the retiring director, the replacement of the resigned director and the selection of additional directors, with the consideration of the diversification in terms of skills, experience, gender and expertise relevant to the company’s business.
4. Identify qualified candidates to replace directors retiring, or whatever the case may be, in consideration with the diversity of the structure of the board and propose to the board of directors and/or the Shareholders’ Meeting for appointment.
5. Review and give advice to the board of directors on the structure, roles and responsibilities, and practices of the board of directors and the sub-committees. Review and give advice if there is an alteration to the charter of the board of directors and the sub-committees so that they are up-to-date.
6. Perform other duties as assigned by the board of directors.

To fulfill its duties under its scope of authority, the nomination committee is authorized to call for and order the management, head of offices or employees concerned to give opinions, attend meetings or submit necessary documents. In addition, the committee may seek external consultation from independent consultants or experts in various fields, as deemed necessary and appropriate, at the company’s expense.

5. The Remuneration Committee

Qualifications of Remuneration Committee

1. Must be qualified pursuant to the requirements set forth in the Public Limited Company Act and Company’s Articles of Association, and possess no prohibited characteristics set forth in the Decree of the Securities Exchange Commission.
2. Shall be company directors.
3. Shall have wide-ranging vision, and keep updated with changes of the company’s performances for further improvement of the company’s guideline on remuneration determination.
4. Shall be able to independently perform his/her duties, express opinions, report on the performance of the assigned duties, and devote sufficient time to perform his/her duties.

Term of Office

Members of the Remuneration Committee serve a period as long as they are serving on the Board of Directors.

Members of the Remuneration Committee who vacate office by rotation may be re-elected.

Apart from retirement by rotation, If directorship vacancy according to code 72 of the Public Companies Act B.E. 2535, the board of directors may select a qualified person to become a replacement. The tenure of nominated director shall be equal to the remaining tenure of the replaced director.

Scope of Duty and Authority of the Remuneration Committee

The scope of duty & authority of the remuneration committee is as follows:

1. Propose guidelines and methods for remuneration to be paid to the board of directors and the sub-committees appointed by the board of directors, including bonus and attendance fee.
2. Assess the performance of CEO on an annual basis in order to determine his/her remuneration before proposing the board of directors for approval.
3. Consider the annual budget for the salary increase, changes of wage and compensation of employees before proposing to the board of directors.
4. Review, study, and track regularly the changes and trends in remuneration for the board of directors in order to propose for the approval of the board of directors.
5. Consider the remuneration of the board of directors, as compared to the remuneration offered by other listed companies operating in the same business, to ensure that the company retains its leadership in that industry and to motivate them to foster the company’s continuing development before being proposed for approval in the shareholders’ meeting.
6. Report regularly on progress and performance results to the board of directors after every meeting of the remuneration committee.
7. Perform other duties as assigned by the board of directors.

To fulfill its duties under its scope of authority, the remuneration committee is authorized to call for and order the management, heads of offices or employees concerned to give opinions, attend meetings or submit necessary documents. In addition, the committee may seek external consultation from independent consultants or experts in various fields, as deemed necessary and appropriate, at the company’s expense.

Selection of Directors & Management

In the selection process for directors, the chairman of the board appoints the nomination committee to assist in the consideration of persons with appropriate qualifications and no prohibited characteristics as set forth in the laws governing public companies. The key criteria include their vision, basic qualifications and extensive experience, which will be beneficial to the company. Such person must be of highest moral value and unquestioned ethics in accordance with code 68 of the Public Company Act B.E. 2535 and the relevant announcements of the SEC and the SET. The selected person is then submitted to the board for election during its meeting.

In the case that a directorship becomes vacant for reasons other than the rotational retirement the remaining directors at its subsequent meeting may elect a suitably qualified person to fulfill the vacated position. No shareholder’s meeting is needed for this election. The newly-nominated director shall serve the remaining tenure of the vacated director.

In case a board seat is vacated because of a completion of term of the retiring directors as required by law where a one-third of directors must retire, candidates could be the same persons who have retired by rotation. The majority vote at the annual general meeting of shareholders is required for the appointment of such directors in accordance with the principles and procedures as follows :

1. One common share counts as one vote and 10,000 preferred shares count as one vote.
2. Each shareholder may exercise the voting rights according to the absolute number of shares held in item 1 above in favor of one or more persons as directors but may not divide the voting rights by allocating more votes to one candidate and fewer to others.
3. Candidates receiving the most number of votes in descending order are considered as directors elect to the company’s minimum number of directors or the number of directors being votes for at that time. In case of a tie which results in the minimum number of directors or the number of directors being sought at the time being exceeded the chairman of the meeting shall cast the deciding vote.  

Assessment of the Board’s Performance

The company has stipulated a performance assessment and a review of the performance results of the Board of Directors and Sub-committees i.e. the audit committee, the nomination committee, the remuneration committee and the executive committee on annual basis. The assessment is divided into two types, namely the performance assessment of the Board of Directors as a whole and the self-assessment.

The Company Secretary distributed the assessment forms to each director for assessing the performance of the Board of Directors and the Sub-committees in which he serves. Afterwards, the Company Secretary Office summarized and presented the results of the performance assessment to the Nomination Committee and the Board of Directors for analyzes and summarizes the results of the assessment to formulate measures to further enhance the efficiency of the Board of Directors.

Checks and Balances of Directors

The board of directors is responsible for the oversight of the executive committee members in its implementation of the established policy. The chairman of the board of directors is the different person with the chairman of the executive committee and chief executive officer so as to provide a check and balance by clearly determining roles and responsibilities

According to the chairman of the board of directors and the chief executive officer are family members, the board has to ensure the balance of power and authority of the board and between the board and management by appointment an independent director, namely Mr. Chaiyod Bunyagidj, as the lead independent director and vice chairman of the board of directors, to participate in setting the board meeting agenda in consultation with the chairman and CEO.

Furthermore, an audit committee, comprising of 3 independent directors, is appointed to review and verify the company’s operation to ensure that the business plan and decisions are properly made and not dominated by the executive committee or a single group of persons.

Checks and Balances of Non-Management Directors

The board of directors’ composition is determined on the basis that no person or group of persons can dominate the decision making process to ensure of operational efficiency an established check and balance mechanism.

• 5 directors are members of executive committee
• 6 directors are non-executive directors comprising of 4 independent directors.
• An independent director, namely Mr. Chaiyod Bunyagidj, was appointed as the lead independent director with the duty to participate in setting the board meeting agenda.

Limitation of the Number of Companies outside Pico Group in Which a Director May Hold Directorship

The board of directors has set a policy to limit the number of the companies outside Pico Group in which each director may hold a directorship. This policy is to ensure that directors have sufficient time to handle their duties efficiently. It is determined that each director should hold directorship of a maximum of five companies outside Pico Group.

As at October 31, 2022, there is no director holding directorship of more than 5 companies outside Pico Group.

Company Secretary

The board appointed Ms. Kulsiri Denrungruang as Company Secretary. The board deemed that she is appropriate because she is knowledgeable in Accounting and passed training program relevant to the duties of company secretary. The details are disclosed in Appendix 1: Details of Directors, Executives, Authorized Persons, Person Taking Highest Responsibility in Finance and Accounting, Person Supervising Accounting and Company Secretary.

Company Secretary is in charged with the following duties :

• Responsible for organizing the shareholders and board meetings according to laws, company’s article of association, and relevant standard practices
• Keep and maintain the meeting notices, the meeting documents, minutes of the meetings, and monitor the implementation of the resolutions of the shareholders’ meeting and the board’s meeting.
• Prepare and file the board register
• Serve as consultant and secretary to the board
• Ensure the company’s compliance with all related laws and regulations
• Coordinate with the legal advisor and the auditor
• Provide advice to the board regarding legal issues and the company rules and regulations and ensure compliance with such rules and regulations, and report the significant change in such rules and regulations to the board of directors
• Responsible for preparing and filing annual reports (Form 56-2) and annual registration statement (Form 56-1 One Report)

The Professional Development of Directors and Management

The company set the policy to support the development of skills for directors, management, and corporate secretary by requiring their attendance of seminars which offers by professional institutions such as Thai Institute of Directors (IOD), Listed Companies Association and others. The purpose is to build confidence in the boards’ ability to monitor the company’s performance effectively. The corporate secretary has been assigned to file the history of training program of board members and propose the appropriate training programs for consideration.

Orientation for New Director

In case of having new director, the company has a policy to arrange an orientation including documents and information for better understanding in company’s business and its operations. Moreover, the company encourages new directors to attend IOD training courses to assist in better fulfilling their role as a board member.

Governance of the Operation of the Subsidiaries and Associated Companies

The company has set the corporate governance and management policy of the subsidiaries and associated companies which can be summarized as follows.

• The company shall nominate the representatives to be the directors of the subsidiaries to manage the business, formulate crucial policies, and control business operation of the subsidiaries in accordance with the formulated policy. The representatives to be the directors of the associated companies shall be nominated in accordance with the agreement of investment in such associated companies.
• The directors of the subsidiaries and associated companies, who are appointed by the company, must attend the meetings and vote in every board of directors’ meetings of the subsidiaries and associated companies in considering material agenda of the business operations of the subsidiaries and associated companies. Such directors must exercise their discretions in voting in the board of directors’ meeting of the subsidiaries and associated companies in the matter relating to general management, and ordinary course of business operation of the subsidiaries and associated companies as deemed appropriate by such directors for maximum benefit of the company, its subsidiaries and associated companies.
• • In term of the subsidiaries, if the entering transaction significantly affects financial position and operating results of the subsidiaries e.g. winding-up, capital increase, capital decrease of the subsidiary, etc., the consent from the company’s board of directors must be received before the director of the subsidiary can vote in such matters. Additionally, the directors of the subsidiary must ensure the compliance to the regulations of the Capital Market Supervisory Board, the Office of the Securities and Exchange Commission, and the Stock Exchange of Thailand in the event where the subsidiaries agrees to enter into transaction with the related party of the company or its subsidiaries, or transaction relating to acquisition or disposal of the assets of its subsidiaries.

In addition, the directors of the subsidiary, who are appointed by the company, have the following duties.

1. Disclose the complete and proper information relating to financial position and operating results, related party transaction of the company and its subsidiaries, and acquisition or disposal of the significant assets for acknowledgement of the company within suitable deadline scheduled by the company.
2. Clarify and/or submit to the company the information or documents relating to the subsidiaries’ operation or any documents upon request as appropriate.
3. Supervise and take responsibility to establish the appropriate, efficient and circumspect internal control system, risk management system and corruption prevention system of the subsidiaries to ensure that the operations of the subsidiaries are in accordance with the policies of the company, any related laws, notifications, regulations and rules of the Capital Market Supervisory Board, the Office of the Securities and Exchange Commission, the Stock Exchange of Thailand.

Corporate Governance Development of the Company in 2022

The company realizes on the significance of good corporate governance that it is crucial for contributing to promotion of the company’s efficient operation and sustainable growth, leading to maximum benefit of all related parties from staffs, investors, shareholders and other stakeholders. The company has applied the practice guidelines outlined in Corporate Governance Code for Listed Companies 2017 (the CG Code) developed by the Securities and Exchange Commission (SEC) into the company’s business governance regarding the roles and responsibilities of the governing board. The board of directors has deliberately reviewed the principles set forth in the CG Code and recognized the benefits and significance of adopting the CG Code with the goal of creating value for sustainable development. The CG Code consists of eight main principles as follows.

• Principle 1: Establish Clear Leadership Role and Responsibilities of the Board
• Principle 2: Define Objectives that promote Sustainable Value Creation
• Principle 3: Strengthen Board Effectiveness
• Principle 4: Ensure Effective CEO and People Management
• Principle 5: Nurture Innovation and Responsible Business
• Principle 6: Strengthen Effective Risk Management and Internal Control
• Principle 7: Ensure Disclosure and Financial Integrity
• Principle 8: Ensure Engagement and Communication with Shareholders

The details of corporate governance is reported in Annual Registration Statement 2022 (F56-1 One Report).

In 2022, to ensure that Pico always had a corporate governance system, to improve its corporate governance efficiency, and to enhance its corporate governance standards in accordance with CG Code 2017, Pico has reviewed corporate governance policy, guidelines, and system or the charters of the Board of Directors and the Sub-committees. There are no significant changes.

Board of Directors’ Meetings

It is the duty of each member of the board to consistently attend the Board’s meetings to stay informed of the company’s operations and make business decisions. The boards’ meeting schedules of which are arranged in advance every year and submitted to each director at the beginning of the year so all the directors can arrange their schedule for the meetings. In addition, special meetings might be held to consider urgent matters. The chairman of the board, the vice chairman of the board (lead independent director) and CEO jointly determine the agenda of the meeting and which agenda items are relevant to the meetings. Every individual member of the board is entitled to propose agenda items.

In 2022, the board held 6 meetings, consisting of six scheduled meetings. Prior to each meeting, the secretary to the board of directors notifies all members the date, time and place of the meeting and also sends the agenda and supporting documents five working days prior to the date of the meeting to allow adequate time for their preparation.

When considering the matters presented to the board, the chairman of the board presides over and duly conducts the meetings. All members of the board are allowed to express their opinions independently. In the board meeting, a quorum of the meeting is reached when at least ½ of directors are in attendance. Should the chairman be absent or unavailable to perform his duty, the vice chairman will assume the chair. If the vice chairman is absent or unavailable than the attending directors may elect one of their own to chair the meeting. Resolution of the meeting is by simple majority. Each director has one vote except in case involving a conflict of interest he/she will not be able to vote. In case of a tie vote, the chairman will have the privilege of casting the deciding vote.

In addition, the board attaches significance to managing the conflicts of interest of the concerned parties with prudence, fairness and transparency. Such related-party information is properly disclosed.

After the Meeting, the secretary to the board of directors is responsible for preparing the minutes for all directors. The minutes must then be approved as the first agenda item of the following meeting of the Board, which is duly signed by the Chairman. Directors may make comments, corrections or additions to ensure maximum accuracy and completeness. After approval, minutes of the meeting are stored securely in the company secretary’s office together with all related documents, which are backed up electronically to facilitate data searches.

As the result of on-going COVID-19 in 2021, the directors who live abroad were obliged to remotely attend the conference meeting in which their attendance was counted according to the law.

The Company Secretary

The board appointed Ms. Kulsiri Denrungruang as the company secretary responsible for organizing the meetings of the board, committees and shareholders. The company secretary is also in charge of preparing the minutes of the board’s meetings, the minutes of shareholders’ meetings, and the annual report as well as filing documents as stipulated by law. She is deemed by the board to be appropriate and knowledgeable in managing corporate secretarial work. The Company constantly supports the company secretary to undergo training and development in the areas of law, accounting, or corporate secretarial work. The qualifications and experience of the company secretary are disclosed in the company’s annual report.

The Person Supervising Accounting

The company appointed Ms. Phannee Thatreetong as the accounting manager responsible to the direct responsibility of supervising accounting and financial statement preparation. The appointed accounting manager is a professional accountant charged with accounting duties with qualifications and conditions prescribed by the Notification of the Department of Business Development and the SEC Notification No. TorJor.39/2559;

Director and Top Executive Remuneration

Director Remuneration

The company sets appropriate remuneration for members of the board of directors at rates comparable to those of leading companies listed in the SET, and other top companies in the same industries. Remuneration for directors is also considered based on the company’s operating results and the scope of duties and responsibilities of each director, before being proposed for approval in the shareholders’ meeting.

Top Executive Remuneration

Chief Executive Officer

The board and the remuneration committee assess the performance of the CEO based on the company’s operating results, implementation of the board’s policies, and the overall socio-economic circumstances. The remuneration committee will then consider the appropriate remuneration in short term and long term for the CEO of the company and propose such amount to the board for approval, taking into account the following information regarding the current and previous years:

1. The company’s operating results i.e. net profit. The target net profit shall be set forth each year for assessment and comparison purposes.
2. The company’s operating results compared to those of other companies in the same industry, both locally and internationally.
3. The CEO’s capability to develop the company businesses and improve operational efficiency for each business unit each year.

Other Top Executives

The company has established remuneration policies that offer appropriate remunerations to top executives and are competitive with those of other companies in the same industry with adherence to fair and equitable compensation practices both within and beyond the group. To maintain a shared sense of internal equity and fairness, remuneration is determined by job value. Each job is appropriately assigned to a pay grade that represents employees performing similar work in the compensation structures. Top executives are entitled to fair and equitable compensation based on their performance as well as each position’s requirements and responsibilities. As for external equity, the company pledges to align the compensation with the economic circumstances, inflation rates, the Consumer Price Index, and remunerations of other businesses in the same industry, the data of which is garnered through surveys of wages and remunerations of top executives in external industries. The company determines compensation in alignment with the company’s short and long term operating results. In the short term, the annual operating results such as revenues from sales and net profit will be factored into the equation. In the long term, the company’s long-term comparatives including profit growth, market shares, sustainable development performance, overall operating results and ongoing operational enhancement are taken into consideration.

Personnel

Human Resources Policy

The company treats our people high value to the key success and sustainable growth of our business. Especially in this rapid changes situation, Human Resources management and development is the essential part of our corporate strategic policy to nurture our employee to be able to adapt and develop themselves in response to the rapid changes of economic, society and technology, especially in the past year that there has been a change from the situation of the COVID-19 pandemic which has improved. But there are political conflicts between countries that affect the world's economy. Therefore we continue to enhance our human resources management and administration to high efficiency in response to the organization transformation, from the recruitment of staff with high caliber and potential to the continuous skills and competency development to high proficiency and also in order to grow together with the company, including creating motivation to work in a challenging and creative way. Guide and inspire our people to believe in the Pico values of Learning Organization to continue learning and self-development that will lead to quality work and quality life.

Our human resources management goes hand in hand with employee satisfaction along the following guidelines:

Recruitment & Selection Process

Pico has been focusing on the size of organization and intense recruitment to find the right person to be consistent with the Company's current and future business operations without giving importance to just looking forward to knowledge skills suitable for the position but focusing on the mindset as well. It is significant to bring in new staff with high caliber and potential in consistent with our corporate guidelines and business requirement. The manpower is allocated based on jobs and responsibilities requirement and also in response to the rapid changes of businesses.

Staff Training and Development

Pico has continued to put people’s development as the priority. We continue to develop our people to cope with the critical circumstances in the country, especially the impact on the COVID-19 and the rapid changes in technology to digital society. The company values on developing future skills (Future Skill) for being ready for the forthcoming changes by developing them in terms of Reskill and Upskill them for the emerging digital society and to promote the “growth mindset” in responding to the overall rapid change situation. Consequently, we encourage the continuous self-learning and development in a variety of formats such as training session of both public and in-house, on-line & off-line learning, on-the-job training i.e. Digital Event Strategist, Economic and Business Foresight Agile Leaders, Digital Transform Leadership Mastering and Digital Alert program etc. including project assignment, knowledge management and knowledge sharing. The company creates the environment that nurtures the creativity in all aspects to support our people to reach their full potentials and capabilities and builds network of learning and sharing to build the competitiveness and value added to the company in the long-run .

Employee Relations

We continuously provide the employee relations and engagement activities to build teamwork with unity and caring to drive the business to achieve the company’s objectives and goals. The employee relation activities include the annual merit making, New Year’s staff party and other social activities To create a work environment that is flexible, fun, creative and challenging i.e. Bowling X Challenge, New Year’s staff party and Calendar San Rak .

In addition, we engage staff more on the recognition of the company culture by having accountability, integrity, and dignity for leading them to the work on morality. We also provide a good quality of working life such as appropriate welfare, safe working conditions, health care and awareness in collaboration.

Welfare Benefits

Welfare committees is established to consider the welfare policy to ensure that the Company provides the suitable and equitable welfare benefits to employees. Also, there are annual survey and comparison of employee welfare with the market. Welfare benefits include provident fund, health, disability and life insurance program.

Security and Occupational Hazards

The company realizes the importance of Health, Safety and Environment at work. Even though the COVID-19 pandemic has been better, the company thus adapt the precautionary measures against epidemic to be consistent with the current situation.

The company set up Safety Committee to plan and oversee the efficient Health, Safety and Environment system. There are the regular office safety surveillance. Additionally, the necessary safety equipment and tools are provided, safety training and fire drills are performed annually so that staff are equipped with the use of fire extinguisher.

Additionally, staff welfare and quality life is our priority along with our business growth. The annual medical checkup is provided.

Employee Compensation

The company has established remuneration policies that offer appropriate, fair and equitable remunerations to employees on all levels and are competitive with those of other companies in the same industry. To maintain a shared sense of internal equity and fairness, remuneration is determined by job value. Each job is appropriately assigned to a pay grade that represents employees performing similar work in the compensation structures. As for external equity, the company pledges to align the compensation with the economic circumstances and the company’s operating performance. The staff compensation is regularly compared with the surveys of wages and remunerations of employees on all levels of external businesses to ensure that our staff compensation is fair and able to compete with those of other companies in the same industry. The company determines compensation in alignment with the company’s short and long-term operating results. In the short term, the annual operating results such as revenues from sales and net profit will be factored into the equation. In the long term, the company’s long-term comparatives including profit growth, market shares, sustainable development performance, overall operating results and ongoing operational enhancement are taken into consideration.

In addition, employees of the company and subsidiaries contribute either 3% or 5% of monthly salary to the provident fund plan, which is matched by equal contribution from the companies. Employees are entitled to the benefits based upon their length of service with 2, 3 and 5 years of service drawing 30%, 50% and 100% from the fund on leaving, respectively.

Internal Control & Intercompany Transactions

Internal Control

The company has established the adequate internal control process over the operation. This process is constantly updated and developed to accommodate the changing conditions. The regular audits are set up to ensure that rules and regulations are strictly adhered to. Such audits are performed by outside internal auditors who regularly review the operation and report directly to the chairman of the audit committee.

The board of directors has appointed an audit committee consisting of three independent directors, none of whom holds any position in the company.

The audit committee is responsible for the oversight of the financial report preparation for accuracy, adequate disclosure, compliance to the governing rules and regulations and effective internal control process. The company has engaged AST Master Co., Ltd. With Ms. Nongram Laohaareedilok as the lead of internal audit team to supervise the internal audit process with a report done on a quarterly basis. Please see details under “Appendix 3: Details on Internal Audit Manager”. The appointment and dismissal of such position must be approved by audit committee.

The company adopts COSO 2017 (The Enterprise Risk Management Framework) to ensure the internal control with the internal auditor tasked with assessing its sufficiency according to the Securities and Exchange Commission’s sufficiency internal assessment form and submitting the results to the audit committee for consideration prior to reporting to the board of directors quarterly.

In 2022, the internal auditor quarterly meets with the audit committee to review the audit results and the adequacy of the internal control process. The audit committee, external auditor, and management jointly considered such audit results and internal control system. After that, the audit committee considered such audit results together with the board of directors on the quarterly basis. The boards of directors and audit committee have agreed that the internal control system of the company and subsidiaries is efficient and appropriate to the nature of business without errors of the internal control system which would have significant impact on the accuracy and reliability of the financial statements including the company’s goals.

Additionally, the Company’s independent auditor, D I A International Co., Ltd., has audited the financial statements of the company for the year ended October 31, 2022 in order to give the opinion that the financial statements of the company is prepared and fairly presented in accordance with Thai Financial Reporting Standards. They have performed the understanding and the assessment of internal control related to the audit in order to design the appropriate auditing program. In this regard, there is no observation of any significant deficiencies in internal control affecting their opinion on the financial statements as at October 31, 2022.

In addition, with the purpose of enhancing the enterprise risk management of the company and subsidiaries and in compliance with the corporate governance practice of listed companies, the company thus appointed the Risk Management Committee to oversee and support the enterprise risk management program, which is the significant component to support the company to achieve its objectives.

Intercompany Transactions

Various intercompany transactions were conducted and recorded during the year. Merchandise costs and services charges involved in transactions with subsidiaries and associated companies or entities that may be deemed as having conflict of interest are recorded at market price with the transactions conducted under prevailing terms and conditions of the trade.

Regulation & Approval Process for Intercompany Transactions

The audit committee has oversight of intercompany transactions and review all such transactions deemed to be potentially conflict of interest. The board of directors then approved all such transactions given that directors involved in such transactions abstain from participating in the decision-making.

Need & Reasons of Intercompany Transactions

The Intercompany transactions for the year ended October 31, 2022 are necessary and reasonable to provide the company and shareholders with maximum benefit. The terms and conditions of such transactions are on the normal business practice. The prices are appropriately calculated on the same basis as transactions with other individuals or businesses. There is no interest transfer between the company, subsidiaries, associated companies, and other related companies and individuals.

Future Intercompany Transactions

Intercompany transactions with shareholders or related companies are in line with general business practice and gives the company access to share the intellectual property rights of the joint ventures. The executive management, in approving such transactions, places maximum benefits to the company as the foremost criterion.

It is expected that related transactions such as sales and trade receivables and purchases and trade payables will continue as normal trade engagements. Related transactions will be reviewed by independent directors to ensure that they are normal trade transactions and incompliance with the announcements of the Stock Exchange of Thailand. The persons with vested interest are prohibited from the decision making process.

Detail of related parties’ transactions is shown in Note 24 to financial statement in Appendix 4.