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Corporate Governance Policy : CS LoxInfo Public Company Limited

CS LoxInfo has full confidence that a good corporate governance system, which consists of competent management, qualified and accountable directors, a mechanism of checks and balances for transparent and auditable operations, respect for the rights of all shareholders, and equitable treatment for all stakeholders is the key factor in maximizing the economic value of the company and increasing the sustainable long-term return to its shareholders.

The company introduced the following corporate governance policy on August 10, 2004 and has amended and updated it on 3 occasions since then. This sixth amendment is aimed at raising the level of corporate governance to align it with current good practices and guidelines recommended by the Stock Exchange of Thailand. The policy is divided into the following sections:

            1. Board of Directors
            2. Rights and Equitable Treatment of Shareholders, and the Role to Stakeholders
            3. Disclosure of Information and Transparency
            4. Internal Control and Risk Management Systems
            5. Code of conduct

The policies will become effective on March 19, 2013

(Prof. Wongkulpat Snidvongs na Ayudyha,M.D.)
Chairman of the Board
CS LoxInfo Public Company Limited

Chapter 1

Board of Directors

1. Leadership and Vision

The Board of the Directors (“the Board”) determines CS LoxInfo Public Company Limited
(the “Company”), a company in Shin Corporation Group of companies, to be a leading company with international notability on the perspective of striving to be the most successful company in Thailand, having a variety of business with hi-technology, strong management, and capable staff who are involved in the development of the vision, mission and strategy.

The Board shall have leadership, vision and independence in making a decision, and being responsible for governing the corporation for the greatest benefit to the shareholders.

The Board shall perform its duty with responsibility and due care; the director shall act in a similar manner as an ordinary person undertaking a like business under similar circumstances.

The Board shall perform duties and responsibilities towards shareholders in monitoring its executives�performance. Segregation of duties between the Board and the Executives shall be clearly defined.

2. Composition of the Board of Directors, Appointment and Independence

2.1	The Board shall comprise of experts with wide experience in various fields.There shall be sufficient directors to govern the corporation with not less than 5 as required by law, and not exceeding 12. At least one director shall be experienced in the area of Telecommunications, and at least one in the area of Finance and Accounting.
2.2	The Board shall be representative of all shareholders, not of a particular group of shareholders.
2.3	The Board shall include independent directors, consisting of at least one-third of the entire Board, but not less than three people. More than one-half of the Board must be non-executive directors in order to ensure a good balance between executive and non-executive members.
2.4	The Board should have a policy in which there should be a proportional number of directors fairly representing the investments of the controlling shareholders of the Company.
2.5	Appointment of the Board shall be complied with under the Articles of Association of the Company and the prescribed relevant laws. Selection of directors shall be transparent and clear, and processed through the Nomination and Governance Committee. Considerations shall be made on the educational and professional background of the candidates. Sufficient decision-making information shall be provided to the Board and shareholders.
2.6	Directors shall have a term as defined in the Articles of Association of the Company. A retired director can be re-elected with no upper ceiling to the number of re-elections, with the exception to the independent directors who can serve on the directorship for a maximum of 3 consecutive terms, or no longer than 9 years. However, for the benefit of the Company, the Board of Directors may review to extend the independent director's term but shall not be longer than 3 years.

3. Chairman of the Board and Chairman of the Executive Committee

3.1	The Chairman of the Board and Chairman of the Executive Committee shall be competent, with appropriate experience and qualifications. They shall not be the same person in order to maintain a balance of power between supervisory and management functions.
3.2	The Chairman of the Board is a non-executive director, the leader of the Board, and has duties as the Chairman of the Board of directors'meeting and of the shareholders'meeting.
3.3	The Chairman of the Executive Committee is the leader of the executives of the Company, responsible to the Board for supervising the management of the Company to achieve planned assignments.

4. Qualifications of the Board of Directors

4.1	A director shall be capable, honest, have integrity, carry out the business with ethics, and have sufficient time to devote their knowledge and capabilities for the benefit of the Company.
4.2	A director shall possess relevant qualifications and shall not possess prohibited characteristics, according to the Public Company Act or other related laws.
4.3	A Director can hold the position of board member in not more than 5 listed companies[including CSL] simultaneously, provided these appointments do not interfere or cause conflicts of interest with their performance and duties for the Company
4.4	Independent directors shall have independent qualifications in accordance with the Qualifications of the Independent Director and the Audit Committees as specified in the Notification of the Capital Market Supervisory Board, the SEC and the SET. The director shall protect the interests of every shareholder in a fair manner to avoid conflicts of interest. Independent directors shall also attend the Board of Directors'meetings and express comments or opinions independently.
Independent directors shall have the following qualifications:
4.4.1	Holding shares of not more than 0.5% of voting shares of the company, its parent companies, subsidiaries, affiliates, or being a juristic person who may have a conflict of interest. The shares held by an independent director includes those owned by a related person(s) as prescribed by relevant laws and regulations.
4.4.2	Not being or ever having been an executive director, employee, or consultant who received a fixed salary from the Company, its parent companies, subsidiaries, affiliates, same class subsidiaries, or a juristic person who may have had a conflict of interest, except whereby he or she has vacated the office for longer than 2 years before being appointed an independent director.
4.4.3	Being an unrelated person to the executives, the major shareholders, and current or expected management, or controlling person (s) of the Company or its subsidiaries.
4.4.4	Being a director who does not protect only the interests of the executives, major shareholders or shareholders related to the major shareholders.
4.4.5	Being able to perform the independent director's duties and to voice their opinions independently without the influence of the executives, major shareholders and their related parties.
4.4.6	The board is able to assign an independent director to make a collective decision about the operations of the Company, parent companies, subsidiaries, affiliates, same class subsidiaries, or conflicting entities.
4.4.7	Not having or ever had direct or indirect interests both financially and operationally from the Company, related companies, subsidiaries, affiliates, same class subsidiaries, or conflicting entities, except whereby he or she has relinquished their interests for longer than 2 years before being appointed an independent director. The above business relationship includes normal business transactions, rent, offering for renting property, transactions about assets, services, offering or receiving financial assistance by lending, guarantee or other similar packages, which result in the Company or the counterparty to have liabilities of more than 3% of net tangible assets of the Company, or 20 MB, whichever is lower. SEC's regulation about RPT could be applied. Liabilities which happened during a period of 1 year before the beginning of a business relationship shall also be included in the calculation of the transaction.
4.4.8	Not being or ever having been an auditor of the Company or related companies, and not being a major shareholder, director, in management or partner of that audit firm, except whereby he or she has vacated the office for longer than 2 years before the appointment of being an independent director.
4.4.9	Not being or ever having been a professional advisor including legal advisor, financial advisor with a fee of higher than 2MB per year for the Company or related companies. In the case where the advisor is a juristic person, this shall mean, not being the major shareholder, director, in management or partner of such an advising firm, except that he or she has vacated the office for longer than 2 years before being appointed an independent director.
4.4.10	For an occasional, necessary or appropriate event, during the term of office, an independent director may have a business relationship more than the determined level. However, a consensus of approval resolution, prior to the event, shall be obtained from the Board. Such a relationship by the director shall be disclosed as required by law.

5. Major Responsibilities and Scope of Duties of the Board

5.1	To carry out duties in accordance with the laws, the objectives, the Articles of Association of the Company, and the resolutions of the shareholders'meeting in good faith and with care to preserve the interests of the Company.
5.2	To determine vision, policy, and direction of the Company, as well as to oversee and superintend the management to be in line with the policy effectively and efficiently for maximizing corporate value and shareholders'wealth.
5.3	To consider, to approve or propose to shareholders to approve where the case may be, major transactions about business operations of the Company and its subsidiaries, such as new investment and asset acquisition or disposal and other transactions specified by law.
5.4	To approve or agree to the related transactions between the Company and its subsidiaries to be in compliance with the relevant law and regulations.
5.5	To arrange to have a reliable accounting system, financial reports, auditing, as well as oversee the evaluation process for an appropriate, effective, and efficient internal control, internal auditing, risk management, financial reporting, and monitoring.
5.6	To oversee not having a case of conflict of interests between the concerned person(s) of the Company, as well as to approve connected and conflicting transactions.
5.7	To govern the Company and to carry out business ethically and in line with the principle of good Corporate Governance.
5.8	To review the Company's Corporate Governance Policy and assess due compliance at least annually.
5.9	To conduct a Board appraisal, as a group, annually.
5.10	To appoint or delegate any power to any other person(s) to conduct the Company's business subject to the control of and within the time frame as may be specified by the Board, whereby such appointment or delegation of power may, at anytime, be cancelled, revoked, withdrawn or amended. Provided that the said appointment or delegation of power shall not be made in the manner that the Board or the person appointed or delegated then be able to approve any transaction to be entered into between the Board, the person appointed or delegated by the Board, or any person who may have conflicts of interest or any other benefits (as stipulated by the Office of the Securities and Exchange Commission) and the Company or the Company's subsidiaries, unless the approval for such transactions is in compliance with the policy and rules already approved by the Board.
5.11	To determine each director and executive to have a duty in preparing and submitting the Report of Securities Holding in the Company by himself (herself), his(her) spouse, his(her) immature children, to the SEC, by using the 59-1 and 59-2 form, and by the timeframe stipulated in the Notification of the SEC no. Sor Jor 12/2552.

6. The Sub-Committees

There shall be sub-Committees to study and pre-review the matters under the Board's responsibilities.

6.1

Audit Committee

The Audit Committee shall be a part of the Board of Directors and appointed by the Board. The Committee shall be comprised of at least three people with at least one person having an understanding or sufficient experience to be able to review the reliability of the financial reports. The Audit Committee shall have independent qualifications according to the Notification of the Capital Market Supervisory Board, the SEC and the SET relating to the Qualifications of the Audit Committee and the most updated CG policy of the Company. The power of the Committee and its scope of duties are:

6.1.1	To carry out the review of the Company's financial statements with management and the external auditors to ensure that they fairly present the financial position of the Company and that they are prepared in accordance with financial reporting standards.
6.1.2	To give recommendations to the Board about the changes to the Company's accounting policies and financial authorities delegated to EXCOM and the Managing Director.
6.1.3	To ensure that the Company has appropriate and effective internal control system, internal auditing and control self assessment.
6.1.4	To carry out a review to ensure compliance with the Securities and Exchange Acts, regulations of the Stock Exchange of Thailand and any other relevant laws.
6.1.5	To consider, select and propose independent person(s) to be appointed as the Companys external auditor(s) and propose audit fees of the Company's external auditor to the Board, as well as approve its audit plan and�meet privately with the external auditor at least once a year, without management members.
6.1.6	To review the independence of the external auditor, give policy for the approval of non- audit services and make recommendations.
6.1.7	To review the work of the Risk Management Committee of the Company.
6.1.8	To review and provide opinion on the connected transactions or the transactions which may lead to conflicts of interest to be in compliance with the relevant law and regulations, as well as reviewing accuracy and complete disclosure.
6.1.9	To review and give opinion on the performance of the Internal Audit Office and coordinate work with the Company's external auditors.
6.1.10	To consider the independence of the Office of the Internal Audit, agree with the appointment, transfer, dismissal, and appraisal of the Chief of the Internal Audit Office.
6.1.11	To consider and approve the Internal Audit Charter, annual internal audit plan, budget and manpower of the Internal Audit Office and the adequacy of the internal audit function.
6.1.12	To ensure all necessary assistance and cooperation required by the external and internal auditors are provided by management.
6.1.13	To report the Audit Committee activities to the Board of Directors at least once every quarter.
6.1.14	To prepare the Audit Committee report to disclose in the Company's annual report and form 56-1. The report shall be signed by the Chairman of the Audit Committee and shall contain at least the below information: (a) Opinions about completeness, accuracy and reliability of the Financial Statements (b) Opinions about adequacy of the internal control system (c) Opinions about compliance with the SEC Act, regulations of the SET, any other relevant laws (d) Opinions about appropriateness of the external auditor (e) Opinions about transactions which may lead to a conflict of interest (f) The number of Audit Committee Meetings and the number of meeting attendance of each Audit Committee member (g) Overall opinion or observations from work done according to the Audit Committee Charter (h) Other matters that shareholders and investors should know, under the scope of duties and responsibilities as assigned by the Board.
6.1.15	In the carrying out of the Audit Committee's duties, if the Audit Committee finds or suspects the below cases which may cause a significant impact to the financial status and performance of the Company, the Audit Committee shall report the case to the Board for action to be taken within the timeframe agreed to by the Audit Committee. 1) Transactions which may lead to a conflict of interest. 2) Fraud, abnormality, or significant deficiencies in the internal control system. 3) Breaking of the SEC Act, regulations of the SET or any other relevant laws. In the case where the directors or management members do not take action in time, an Audit Committee member may report the case to the SEC and SET.
6.1.16	To review the scope of duties, responsibilities, and to conduct Audit Committee performance self-assessment on a yearly basis.
6.1.17	To have full access and cooperation by management.
6.1.18	To have the power to invite members of the management, officers and employees of the Company or external parties to give statements, to attend the meeting and to deliver necessary documents.
6.1.19	To have direct access to the external auditors in the investigation of any matter within its terms of reference.
6.1.20	To have the power to engage the consultant(s) or independent person(s) to provide opinion or advice if necessary, in accordance with the Company's regulations, and expense (with no budget provided) under the approval authority of the Managing Director.
6.1.21	To carry out any other work designated by the Board of Directors and agreed to by the Audit Committee.

6.2

Remuneration Committee

The Remuneration Committee shall be composed of at least three directors and at least one director must be an independent director with the power and duties as follows:

6.2.1	Fix appropriate compensation and remuneration both monetary and non-monetary for members of the Board, Sub-committees, and senior executives of the companies in CSL Group;
6.2.2	consider the annual remuneration of directors and submit its recommendation to the Board of Directors and for the Shareholders' Meeting for approval;
6.2.3	prescribe criteria and policy for determining the remuneration of the Board and senior executives of the companies in CSL Group for the Shareholders' or the Board's approval, as the case may be;
6.2.4	The Committee is responsible to the Board and has a duty to provide reason/answer relating to the remuneration of directors at the Shareholders' Meeting;
6.2.5	Engage consultant or independent person to give opinion or advice as necessary and in accordance with the Company's regulations;
6.2.6	Review and assess the adequacy of this charter and recommend to the Board if any change or amendment is needed;
6.2.7	Report the performance of important tasks to the Board on a regular basis and the important issues for the Board's knowledge;
6.2.8	Require the management, executives or concerned persons to give opinion, information or to participate in the meeting;
6.2.9	Carry out any other duties assigned by the Board.

6.3

Nomination and Governance Committee (NCG)

The Nomination and Governance Committee shall be composed of at least three directors and at least half of the committee shall be non-executive directors with the power and scope of duties as follows:

6.3.1	To review with the Board of Directors, the criteria, including any minimum qualifications and any necessary qualities or skills, for Board membership, which are set forth in the Company's Corporate Governance Policy annually.
6.3.2	To review and make recommendations to the Board of Directors with respect to the size, structure, composition, term, processes and practices of the Board and the Board's committees.
6.3.3	To identify, evaluate and recruit individuals qualified for Board membership.
6.3.4	To consider director nominees proposed by the Company's shareholders.
6.3.5	To recommend to the Board of Directors, nominees to be proposed for election at the meeting of shareholders or to be elected by the Board to fill vacancies or newly-created directorships.
6.3.6	To recommend to the Board of Directors nominees for appointment, including a Chairperson, members of the Executive Committee and other committees of the Board of Directors.
6.3.7	To consider and nominate the Company's representatives to sit on the boards of the Company's subsidiaries, associates and joint ventures.
6.3.8	To review the Company's standards of director independence and recommend any proposed changes to the Board of Directors for approval periodically.
6.3.9	To oversee the orientation program for new Board members.
6.3.10	To review and make recommendations to the Board of Directors with respect to the Company's processes for the continuing education of Board members.
6.3.11	To engage consultants or independent advisers to provide opinion or advice if necessary, in accordance with the Company's regulations.
6.3.12	To oversee the annual performance evaluations of the Board of Directors, each committee of the Board (including a review by the Committee of its own performance) and each Board member; review the results of each Board Committee's evaluation, and report to the Board of Directors the results of the full Board, the Committee and, as appropriate, individual director evaluations.
6.3.13	To review the Company's Corporate Governance Policy and recommend any proposed changes to the Board of Directors for approval periodically.
6.3.14	To review and make recommendations to the Board of Directors regarding potential waivers of the Code of Conduct & Ethics involving Board members or executive management.
6.3.15	In consultation with the Chairman of the Executive Committee, evaluate potential successors for the Chairman of the Executive Committee and other positions, and report annually to the Board on succession planning.
6.3.16	To annually review and reassess the adequacy of this charter and recommend any proposed changes to the Board of Directors for approval.
6.3.17	To report regularly to the Board of Directors on matters within the scope of the Committee, as well as any special issues that merit the attention of the Board.
6.3.18	To perform such other duties required by law or otherwise as are necessary or appropriate to ensure the effective functioning of the Board of Directors, high quality corporate governance and effective compliance and ethics programs, or as the Board of Directors may from time to time assign to it.

7. Executive Committee

The Executive Committee shall be composed of the Chairman of the Executive Committee, directors or person(s), with appropriate qualifications as approved by the Board. The Board shall delegate the following power and scope of duties to the Executive Committee:
7.1	To determine and propose policies, directions, strategies and core management structure for the Board's approval so that the Company's operations can adjust to economic conditions and competition, and the Company can perform as previously stated to shareholders.
7.2	To determine the business plan, budgets and operational authority of the Company for approval by the Board.
7.3	To monitor policy implementations and operation in order to obtain efficiency and a favorable business status.
7.4	To monitor the Company's operating performance to be in compliance with the approved business plan.
7.5	To consider the significant investment projects.
7.6	To have the power to authorize financial transactions as the Board assigns. The Executive Committee may appoint the management staff of the Company to assume power in undertaking financial transactions where the Committee deems it appropriate. However, the power in financial undertakings does not permit the Executive Committee or appointed person to approve any transactions engaged between them or related persons having mutual benefits or conflicts of interest (as prescribed in the Articles of Association of the Company and the notification of the SEC). The approval on transactions shall be in accordance with the policies and principles already determined by the Board of Directors andthe monitoring agent.
7.7	To report the Company's operating results to the Board of Directors on a monthly basis.
7.8	To perform tasks as designated by the Board.

8. Board Meetings

The Board shall meet at least 6 times a year within the predefined annual schedule. Extraordinary meetings are allowed if required. In preparation of a meeting, the Chairman of the Board and Chairman of the Executive Committee shall monitor and agree to the meeting agendas. The Secretary to the Board shall be responsible for delivering documents and notice of the meeting to the Board members, not less than seven days before the meeting, to allow adequate time for the Board to study the documents in advance.

The Chairman of the Board shall preside over the meeting, be responsible for monitoring and allocating sufficient time to each agenda for the directors to discuss, express opinions independently on important matters with equitable care to the benefit of the shareholders and interested person(s). The relevant management shall also be monitored when proposing the information for consideration of important matters.

The Company Secretary is responsible for taking the minutes of the meeting, distributed within 14 days, keeping the minutes and the documents given to the meeting, the documents given to the Shareholders' meeting, and the Annual Report. The Company Secretary is also responsible for keeping documents belonging to the directors, ie., Directors Register, Report of Conflict of Interest, and supporting the directors for them to perform their duties in compliance with the laws, regulations, and resolutions of the Shareholders' meeting. The Company Secretary is also responsible for coordinating with related person(s) and performing other duties as required by the Capital Market Supervisory Board.

9. Non-Executive Sessions

The non-executive directors shall conduct meetings without the presence of executive directors from time to time as appropriate. This is to give an opportunity to discuss any subjects of interest related to the business operations of the Company. The conclusions made at each meeting shall be reported to the Board and the Chief Executive Officer.

The Chairman of the Board shall preside over these executive sessions. If the Chairman is unable to attend, the directors who are present shall select and appoint one of their members to chair the meeting. The Company Secretary shall act as the secretary of the meeting.

10. Succession Plan

A succession plan for the Chairman of the Executive Committee and senior executives shall be developed in order to maintain the confidence of shareholders and stakeholders and allow business operations to continue without interruption when these positions become vacant.

The Board has authorized the Nomination and Governance Committee to set up succession planning criteria and to nominate the new Chairman of the Executive Committee and senior executives whenever the position becomes vacant. The succession plan shall be reviewed annually and the Chairman of the Executive Committee shall report the succession plan of the Company to the Board on a yearly basis.

11. Communication with the management

The directors are able to access and communicate directly with the management and the Company Secretary, where appropriate. However, the access and communication shall not intervene or interfere with the normal business operations of the Company.

12. Directors Remuneration

Remuneration of the directors and executives of the Company shall correspond with their duties and responsibilities. When compared with the remuneration within the same industry, it shall be appropriate and adequate to motivate and maintain qualified directors. The Remuneration Committee shall consider, and propose the remuneration of the directors annually to the Board and shareholders for approval.

13. Directors Training and Development

A newly appointed director shall be provided with the Company's information, law and regulations, and business environment as appropriate for performing their duties. A continual training and development program will also be provided to equip the director to be able to carry out efficient performance of their duties and governance of the Company.

14. Board Assessment

The Board shall evaluate its own performance annually in order to improve the performance of the Board and to ensure that the Board performs its duties according to the approved Corporate Governance Policy and/or the latest Good Practices.

Chapter 1 : The Board of Directors

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