Board of Directors

The Company focuses on providing efficient services, developing our personnel to support the services and expanding investment to other high potential countries in the region, under a transparent and accountable management pursuant to the principles of Good Corporate Governance. To realize this vision, the Board strives to maintain the highest ethical standards within the framework of the law, the Company’s objectives and its Charter as well as resolutions adopted at shareholder meetings with commitment, honesty, integrity, and prudence in line with good operating practice so as to deliver highest economic value to the Company and maximum stability to shareholders.

The Company’s Board of Directors comprises people who have knowledge, skills, and experience drawn from a variety of professions in the areas of PC games, online business, finance, marketing, law, management, IT, and other fields beneficial to the Company’s work. The Board is free to decide in the best interests of the Company and its shareholders overall. This Board has played a part in determining (or approving) the Company’s Vision, Mission, Strategies, Targets, Business Plans, and Budgets, as well as supervising the performance of its management to ensure effective implementation of the Business Plans and Budgets for the greatest economic benefit for the Company and maximum stability for the shareholders. Action has also been taken to ensure that there is a process for regular evaluation of the adequacy of internal control, internal audit, risk management, financial reporting, and follow-up of performance.

Currently, the Company’s Board of Directors comprises 6 members, 1 executive and 2 non-executive, and three are non-executive and independent directors which, therefore, exceeds one-third of the Board thereby giving an appropriate balance vis-a-vis executive directors. The Board has set up two sub-committees to help supervise operations of the Company, i.e. the Executive Committee and the Audit Committee which consists of three independent directors with a term of office of up to three years. The duties and responsibilities of those Committees have been expressly defined at previous shareholder meetings

The Board is aware of the roles, duties, and responsibilities of guiding the operation. Monitor and supervise the work of the management. Perform duties with knowledge, ability, transparency, care, and responsibility in performing duties (Accountability) of the Board of Directors towards the Company and shareholders, independent from the management. There are essential guidelines as follows :

Board of Directors Qualifications

• Possess the qualifications, and have no prohibited characteristics, according to the Public Limited Companies Act B.E. 2535 or other relevant laws, including the rules and regulations of the SET and the SEC and the Company’s article of association.
• Be qualified, knowledgeable, and capable. Have an experience that is beneficial to the business operations of the Company.
• Have leadership, vision, and independence in making decisions for the Company’s best interest and shareholders as a whole.
• Have a responsibility to perform director duties and devote their time to serving the duties fully and being responsible to the shareholders regularly (Accountability to Shareholders) and make decisions with caution (Duty of Care) to protect the interests of the Company.
• Perform duties with integrity and ethics within the law framework and guidelines for good corporate governance and code of business conduct.

The Board of Directors is aware of its role and responsibility in guiding the direction of operations, following up on and supervising the work of the management department, and performing duties with knowledge, ability, transparency, caution, and responsibility (Accountability) of the Board of Directors towards the company and shareholders. It operates independently from the management team and adheres to important guidelines as follows :

The Chairman of the Board

• Acts as the Chairman of the board, shareholders, and non-executive meetings.
• Call the Board of Directors meeting or appoint another person to perform this duty.
• Encourage all board members to debate issues vigorously during meetings, ask questions, and express opinions.
• Cast a decisive vote, in case the casting vote in the Board of Directors meeting are equal.

Roles and Duties of the Chairman of the Executive Committee

• Utilize leadership to ensure the Executive Directors’ efficient performance of duties for the best interests of the Company and independent from the management.
• Consider and approve the agenda of the meeting proposed by the Company Secretary to make the agenda consistent with the duties and responsibilities of the Executive Committee.
• Supervise the Executive Directors in implementing the Board of Directors’ policies to implement them to achieve results.
• Oversee and encourage the Executive Committee to abide by good corporate governance principles and the Company’s code of business conduct.

Term of Office of Directors

• At every annual general meeting, one-third (1/3) of the number of the directors shall retire from the office. If the number of directors can not be divided exactly into three parts, the number of directors nearest to one-third (1/3) shall retire from office.
• The directors who retire from office in the first and second years following the registration of the Company shall be drawn by lots. In every subsequent year, the directors who have been longest term in office shall retire. A retired director may be eligible for re-election.

The Director Election/Appointment

• Election of directors to replace those who are due to retire by rotation must seek approval from the shareholders’ meeting.
• In the event that a position of director becomes vacant for any reason other than the end of his office term, the Board of Directors shall on the next board meeting appoint a qualified person, not having unacceptable qualities under the laws as the replacement, unless the remaining duration of the director's term of office is less than 2 months. The replacement director shall hold office only for the remaining term of office of the director whom he replaces. The resolution of the Board of Directors pursuant to the first paragraph must be approved by the votes of not less than three-fourth (¾) of the number of the remaining directors.

Board Independence from the Management, Guidelines for the Board Independence from the Management

The Board of Directors structure comprised 3 non-executive and independent directors, 1 executive director, and 2 non-executive directors. As of 31 December 2023, the Company had five members of the Board of Directors. The balance of power by non-executive directors was as follows :

• Executive director : 1 person (17%)
• Non-executive and independent directors : 3 persons (50%)
• Non-executive director : 2 persons (33%)

Nomination of the Directors

Currently, the Company has no Nominating Committee for selecting directors. This matter is therefore left to the Board, which will select individuals and propose them to the shareholders based on a variety of factors such as their educational background, competencies and business experience. They must also be qualified under the Public Limited Companies Act, B.E. 2535, Notification of the SEC and other relevant laws. Director selection will be made by majority vote at shareholder meetings in accordance with the following criteria and procedure :

• A shareholder will be entitled to one vote for each share.
• The vote to select directors will be done on an individual basis.
• The person with the most votes will be selected as a director. If there is more than one vacancy, the persons with the most votes in descending order will be selected as directors. Where there is a tie, the Chair of the shareholder meeting has a casting vote.

Board Diversity

The Board of Directors recognizes the interests of the diversity of the Board of Directors. It deems an important factor in enhancing the efficiency of the Board of Directors’ performance. Such diversity is not limited to only gender but also ethnicity, age, educational history, professional experience, skills, knowledge, and attitudes. Therefore, the nomination and appointment of the Company’s directors will be based on knowledge and capability, including the use of selection criteria, which considers the interests of diversity.

Development of Directors and Executives

The Orientation of New Director

The Board of Directors provided an orientation program for new directors to gain a thorough understanding of the Company’s business and management in order to prepare the directors to perform their duties.

Development of Directors and Executives

The Company will support the attendance of its Board and senior executives at training courses which will be beneficial to their performance and will enable them to exchange opinions, on a regular basis, with Board members and senior executives of other organizations. Such courses include those arranged by the Company’s employee training unit, units under the State’s jurisdiction and independent entities such as Thai Institution of Directors. It is an SEC requirement that directors of listed companies attend at least one of these courses, e.g. Director Certification Program (DCP), Director Accreditation Program (DAP), and Audit Committee Program (ACP) so that knowledge and experience gained can be used for the Company’s further development.

In 2023, there were directors and executives to attend training/seminars in the following important courses.

Board Performance Evaluation

To enhance the efficiency of performance by its various Committees, arrangements are made by the Company to have members of each Committee evaluate their own overall performance so that they can together appraise and look at their performance and problems. Following this evaluation, the Board will analyze their performance and determine measures which will improve the Committees’ efficacy.

Determination of Remuneration for Directors and Senior Executives

The Company has a policy of determining remuneration for its directors, both in monetary and non-monetary terms, openly and transparently. The remuneration shall be submitted for approval to the annual general meeting of shareholders. Criteria governing remuneration of directors are as follows :

• Appropriate and commensurate with the duties and responsibilities of each director.
• At a level capable of attracting and retaining quality directors with suitable ability and knowledge.
• Clear, transparent, and easily comprehensible.
• Comparable to the remuneration of directors in the same or similar industry(ies).

Determination of Chief Executive Officer Remuneration

The remuneration for executives will be determined by the Board, both in monetary and non-monetary terms, in line with the Company’s performance and each executive’s performance. They will be set at such rates as are adequately attractive to retain quality senior executives and shall be comparable to rates of other companies in the same grade or operating in the same line of business.

Succession Plan Policy of Chief Executive Officer

The Company has a plan for selecting personnel who will be responsible for all important positions to be appropriate and transparent to ensure that the Company has executives who are professional which is considered by the Board of Directors.

Directorship in Other Listed Companies

The Board of Directors has stipulated that each director can hold a directorship position in other listed companies as deemed appropriate. The director should not serve as a director in other listed companies that cause conflicts of interest with the Company and the performance of director duties.

Investment Policy and Supervision of Subsidiaries and Associated Companies and Guidelines

The Company has an investment and management policy in subsidiaries and associates, which will invest in businesses related or benefit and support the Company’s business operations to strengthen the Company’s stability and performance. The Company will consider the investment proportion, expected profit, the risk that may arise, and the Company’s financial status before deciding to invest in various projects. Such investment approval must be considered at the Board of Directors’ meeting and/or the shareholders’ meeting under the specified approval authority scope

For the Supervision of Subsidiaries and Associated Companies. The Company has sent the representatives to be directors in subsidiaries and affiliates according to the proportion of shareholding of the Company. Such representatives have the rights to control the material transaction that is any material agreement or contract of subsidiaries or affiliates shall be signed by the director who is the representative of the Company. The representative of the Company who is nominated to be directors of subsidiaries or affiliates has the duty to do for the best benefit of such subsidiaries or affiliates.

In addition, in case the subsidiaries, the representatives of the Company who is nominated to be director of subsidiaries shall manage subsidiaries to keep the information and accounting records in order to the Company can verify and collect such information to prepare the consolidated financial statements in time.

The Supervision of Subsidiaries and Associated Companies Policy

According to the year 2022, Asphere Innovations Public Company Limited has restructured its organizational management structure, divided into 4 business groups, such as, Online game Business Group, Blockchain Technology and Finance (Fintech) Business Group, Media & Marketing Business Group and Corporate Venture Capital Business Group. During the past year, the Company has invested in businesses with considerable growth potential. The aim is to generate stable long-term returns for the Company and its stakeholders, thus transitioning the Company into a Holding Company.

Therefore, with a full commitment to protecting the investment and supervising the operations of its subsidiaries and associates to comply with applicable laws, regulations, and procedures fully, efficiently, and effectively under Company policies, The Board of Directors' Meeting No. 6/2023 has consequently established a policy to oversee the operations of subsidiaries and associated companies. The details are as follows.

• 1. The Company shall appoint a representative of the Company to serve as a director and/or executive in each subsidiary and/or associated company, according to the significant shareholding proportion.
• 2. These representatives in subsidiaries and associates shall take full responsibility on the following:
• 2.1 Ensure that their responsible subsidiary and/or associate operates in line with the direction, strategic objectives and operating plan approved by the Company.
• 2.2 Attend the meetings and exercise voting rights accordingly in all key meetings of subsidiaries and/or associates.
• 2.3 Ensure that each subsidiary and/or associate has adequate efficiency and stringency of the internal control system and risk management system.
• 2.4 Make sure that each subsidiary and/or associate executes all activities in full compliance with regulatory controls and announcements of SET and SEC on transactions, acquisition and disposal of assets, and related-party transactions, as well as disclosure of financial positions, statements, and performance, particularly on increase and decrease of capital, and liquidation of the subsidiary and/or associate.
• 3. Notify the Company promptly in case each subsidiary and/or associate shall disclose any financial transactions to SET in compliance with the regulatory control.
• 4. In case the percentage of shareholding is insignificant, the Company will arrange to have a working group to monitor the operating results of subsidiaries and associated companies and report the results at the Board of Directors' meeting every quarter.

In this regard, the Supervision of Subsidiaries and Associated Companies Policy will be effective on 11 August 11 2023. The Board of Directors will oversee the implementation of this policy by the subsidiaries and associated companies to ensure compliance with good corporate governance principles and any rules or regulations set by relevant government agencies.

However, the Company may consider investment in potential, valuable and profitable business, which depends on project feasibility, investment risk analysis and possible financial analysis. The Company's investment project shall be approved from the resolution of the Board of Directors meeting or Shareholder's meeting (as the case may be). In addition, the approval shall be in accordance with the relevant laws.