Management and Corporate Governance

Board of Directors

As at 31 December 2023, the Board of Directors comprised of eight members as follow:

Role and duties of Chairman of the Board

The duty of the Chairman of the Board is to play the leadership role, and to preside over the Board of Director’s Meeting and the shareholders’ meeting to ensure efficiency and effectiveness. The Chairman also plays an important role in making the Board of Directors work efficiently by encouraging every director to participate in the meeting, assisting, advising and supporting the business operation of the management. The Chairman of the Board also has the freedom to propose agenda of the meetings and express opinions on the Company’s operation in various aspects, including carefully and mutually considering matters concerning conflict of interests of justice and transparency.

Scope of duty and responsibility of the Board

1. To comply with the law, objectives, regulations of the Company as well as the resolution in the shareholders’ meeting with the following exception that need approval from shareholders’ meeting before execution such as the activities that required by law to have the resolution from the shareholders’ meeting, connected transactions and purchasing and selling any securities according to the regulation of the Stock Exchange of Thailand or as assigned by other Government section.
2. To determine or change the Company’s authorized signatories.
3. To set policy, strategy and direction of the business as well as to supervise the executive to carry on the work effectively in accordance with the business policy, strategy and direction, in order to supremely increase economic value for the shareholders and for sustainable growth.
4. To consider and decide in important activities such as business plan, budget, mass investment projects, authority or any legal regulation.
5. To assess the performance and consider the benefit of the management.
6. To be responsible for the results of execution and duty performance of executives with intention and carefulness.
7. To conduct reliable accounting system, financial report and auditing , to set the process in assessing the proper internal control, as well as an efficient and effective of internal audit; risk management; financial reporting and monitoring
8. To prevent conflict of interest among the Company’s stakeholders.
9. To supervise duty performance to be in ethical behavior.
10. To set internal regulation and company code
11. To report their job responsibility, in conducting financial report,together with the audited financial report revealed in the annual report; and include important activities in accordance with the Stock Exchange of Thailand policy of desirable performance for the director.
12. To appoint person to administer the company business activities under their supervision or give the person authority and/or with in the agreed time period. The Board of Directors can cancel, discharge or change this authority at any time.

Minimum Element during Resolution of the Board of Directors

The Company has formulated a policy that while the Board of Directors will resolve in the Board of Directors’ Meeting, not less than two-third of total directors shall be present.

Audit committees

As of December 31, 2023, there are three Audit Committee directors which are appointed from the Board of Directors as follow:

Audit Committee is an independent organization to support, review the financial information, and report to the shareholders and other related persons.

Scope of duty and responsibility of the audit committee

1. To review the Company’s financial report is accuracy and adequacy.
2. To ensure that the Company has a suitable and efficient internal control system and internal audit, the Audit Committee shall consider the following issue:
   • to strengthen the independence of the internal audit department, the Audit Committee shall approve any selection, promotion, rotation or termination of the department head.
   • to ensure the independence of the internal audit department, the Audit Committee shall consider other factors that might impact its independent performance, including reporting and supervision processes.
3. To ensure that Company compliance with the securities and stock exchange laws, the Stock Exchange of Thailand’s regulations and other business laws.
4. To consider, select, nominate, recommend, termination and remuneration of the Company’s external auditor. The Audit Committee shall consider the following issues:
   • to ensure the independence of the external auditor. The Audit Committee shall consider any factors that may conflict with the auditor’s efficient and professional operations. Including meeting with the external auditor without the management at least once a year.
5. To ensure that the Company comply all related rules when is a connected transaction or transaction that may lead to conflict of interests
6. To make Audit’s Committee’s performance report which is signed by the chairman of Audit Committee and disclosed in the Company’s annual report, its report should include the following information:
   • accurateness, completeness and credibility of the company’s financial report
   • adequacy of the firm’s internal control system
   • compliance with SEC’s and SET’s laws and regulation and other laws relevant to the company’s business
   • suitability of the external auditor
   • transactions that may cause conflicts of interest
   • the number of committee meetings and attendance of each member
   • other concerns that have arisen as the audit committee performed its duties as defined in the committee’s charter
   • anything else which should be made available to shareholders and general investors within the scope of duties and responsibilities assigned by the Board.
7. To perform any other activities assigned by the Board of Directors and agreed by the Audit Committee.

Executive Committees

As at As of December 31, 2023, the Executive Committees of the Company consists of five persons as follow:

The Board of Directors has assigned the Executive Committee and Managing Director to have duties and responsibility for operating the business with authorization according to the scope, duties and responsibilities of the Executive Committee and Managing Director. The authorization must not allows the Executive Committee, the Managing Director or the person authorized by the Executive Committee to approve transactions that they or persons may have conflicts of interest with the Company (as stipulated by the SEC), except for the approval of transactions in accordance with policies, guidelines or criteria approved by the Board of Directors.

Scope of duty and responsibility of Executive Committee

1. To determine policies, directions strategies and structures of the Company’s business to support an economic conditions and competition that has announced to the shareholders to the Board of Directors.
2. To determine business plan, budget and managing authority of the Company to the Board of Directors.
3. To examine and monitor the implemented policy and managing to be efficiently and benefit to the Company.
4. To monitor the Company’s progress to follow the approved business plan.
5. To consider an significant investment project of the Company in order to offer to the Board of Directors.
6. To make the legal act with the financial institution of opening an account, borrowing, mortgaging, pawning, guaranteeing, bargaining and register a proprietary right in order to operate the Company’s business.
7. To supervise and approve company’s normal business activities, and may hand over power to the Directors or other people to run tine work.
8. To run other business activities as the Board of Directors assigned.

The authority according to the scope, duties and responsibilities of the Executive Committee must not allow the Executive Committee, the Managing Director or the person authorized by the Executive Committee to approve transactions that they or persons may have conflicts of interest with the Company (as stipulated by the SEC), except for the approval of transactions in accordance with policies, guidelines or criteria approved by the Board of Directors and regarding transactions that are in accordance with normal trade or normal business operations which comply to the policy, rules and budget approved by the Board of Director.

Chief Executive Officer

Chief Executive Officer of the Company is Mr. Wisit Laohapoonrungsee. The Board of Directors has assigned Chief Executive Officer (CEO) to have duties and responsibilities in operation. The detail of assigned authority conforms to the scope of duty and responsibility of Chief Executive Officer which the authority assignment of CEO and other persons as the approval by CEO have not included the power and/ or authority to approve any transactions that CEO or the authorized person may have any conflict of interests or any advantage from the company or subsidiary company (compliance with the Regulation of the Securities and Exchange Commission). Those transactions must be proposed in the Board of Directors’ meeting and/or shareholders’ meeting for consideration and approval as indicated in the company’s Articles of Association or related law except the approval of transactions following the company’s policies, methods, rules approved by the Board of Directors or Executive Committee.

Scope of duty and responsibility of Chief Executive Officer

1. To operate and manage the Company’s business complying with plan and budget approved by the Board of Directors.
2. To operate and manage the Company’s business entirely complying with the Company’s objectives, policies, rules, articles of association, orders, resolutions of the Board of Directors’ meetings or Executive Committee’s meetings.
3. To have an authority to operate and act as the Company’s representative for the related business beneficial to theCompany. 4.To have an authority to issue the announcement, orders or memorandum in order to control the operation complying with the Company’s policies and benefit and to maintain the disciplines in the organization work.
4. To approve the appointment of staffs and consultants in any fields necessary for the Company’s operation.
5. To operate as assigned by the Board of Directors or Executive Committee under the Company’s rules and articles of association.

The approval of transactions under the scope of duty and responsibility must comply with the payment approval authority approved by the Board of Directors.

Board of Directors in subsidiary companies

Areeya Service Co., Ltd.

One-up Co., Ltd.

Areeya Management Co., Ltd.

Cool Space Co., Ltd.

White Living Co., Ltd.

Chill Space Co., Ltd.

Areeya Hospitality Co., Ltd.

Soontareeya Residence Co., Ltd.

Soontareeya Leisure Co., Ltd.

Envi Property Development Co., Ltd.

Morrow 1 Co., Ltd.

Damri Residence Co., Ltd.

A Ren Co., Ltd.

Management Team

As of December 31, 2023, the management team of the Company consists of five members as follow: