The Board consists of Directors with varied qualifications, skills, experiences, and expertise that are beneficial to the Company and in accordance with the requirements of the SET. Directors are appointed in accordance with the principles and procedures of laws and Articles of Association of the Company. In 2020, the Board comprised four (4) executive Directors and five (5) non-executive Directors.

The Board acts independently from the management. There is a clear segregation of duties and responsibilities between the Board and management. The Board formulates policies, provides strategic business direction, as well as overseeing and ensuring that operations are carried out according to the highest levels of transparency and disclosure, and in accordance with the respective policies.

To ensure an appropriate balance of authority, increased accountability, and a greater capacity of the Board for independent decision-making, the Company has a clear division of responsibilities at the top level, with the Chairman of the Board and the Chief Executive Officer of the Company having clearly separated roles.

Directors of the Company must have the qualifications and experiences that meet the needs of the Company and do not have any prohibited qualifications stated in the Public Company Act B.E. 2535 and other related laws. The directors must contribute their time and knowledge in their performance in the Company. The number of Directors on the Board is in accordance with Clause 16 of the Articles of Association which stipulates that “there shall be no less than five Directors and no less than half of the total number of Directors who must reside in the Kingdom of Thailand”. Clause 22 has prescribed that one-third of the Directors must retire at each Annual General Meeting. Should the number not be divisible by three, the number must be closest to one-third. A retiring Director is eligible for re-election. In 2020, in the 2020 Annual General Meeting of Shareholders on 19 June 2020, there were three directors who retired by rotation, namely,

1. Dr. King Wai Chan Chairman of Board of Directors, Chairman of Executive Committee.
2. Mr. Antonio Hang Tat Chan Board of Directors, Member of Executive Committee,
   Chief Executive Officer.
3. Mrs. Jiraporn Pimpoorash Independent Director, Chairman of Audit Committee.

The resolution of 2020 AGM was passed by the majority of all the votes of the shareholders attending the meeting and having the right to vote to reappoint all the three directors for another term.

The Company specifies the age of a director terms is 3 years. However, the Company believes that age or the duration of service is not as important as valuable knowledge and experiences each director bring for the benefit of the Company.

The Board has in place adequate internal control systems to ensure that the Company’s operations are carried out responsibly, with integrity and in accordance with the regulations of the SEC and SET. Together with the Audit Committee (AC), the Board safeguards the resources of the Company and ensures that procedures and policies are adhered to in the management of the Company.

The Board is responsible for the Company’s internal control system. It ensures that appropriate policies are in place for effective functioning of the Company’s business operations. The Company has appointed the internal auditor to audit the Company, then reports its findings to the Board of Directors and the AC.

The Board and the Audit Committee will then review all items to ensure compliance with relevant laws and regulations, as well as with internal policies with respect to the conduct of business. The Audit Committee will review the quarterly financial statements and report to the external auditors as well as Internal Audit team before seeking approval from the Board. The Audit Committee is satisfied that KWI and its subsidiaries have maintained adequate internal controls for the year 2020.

It is the Company’s policy to appoint a Company Secretary in compliance with the applicable Securities and Stock Exchange Act (No.4) BE 2551 (2008) and principles of good corporate governance. The Company Secretary is further encouraged to attend appropriate training courses to enhance his or her skills.

The Board convenes on a quarterly basis and will call for additional meetings when required. The following reports and procedures are provided to the Board to allow them to better anticipate risks and key drivers ahead of events so that timely decisions can be made.

Whistle-Blower Protection Policy

The purpose of this policy is to encourage reporting in good faith of suspected reportable conduct by establishing clearly defined processes through which such reports may be made with confidence that employees and other reporting parties will be treated fairly and protected from reprisal. This policy is one channel through which the Company receives information on suspected reportable conduct and addresses them in an appropriate and timely manner.

“Reportable Conduct” refers to any act or omission by an employee or contract worker appointed by the Company, which occurred in the course of work, whether or not the said act is within the scope of their employment. It includes:

1. Dishonesty including, but not limited to, theft or misuse of Company’s resources;
2. Fraud;
3. Corruption;
4. Illegal activities;
5. Other serious improper conduct;
6. Unsafe work practices or ;
7. Any other conduct which may cause losses, financial or otherwise, to the company or be seen as being detrimental to the company’s reputation.

Staffs and/or shareholders may report their complaints directly to the following persons:

• A Protected Report may be made orally or in writing. However, such reports should preferably be in writing to ensure a clear understanding of the matters raised. Oral reporting should be documented by the supervisor, Receiving Officer or AC Chairman, depending on who receives the report first. All communications relating to the allegations made in a Protected Report should also be in writing.
• The Receiving Officer will retain all documents related to Protected Reports in a safe, secure and proper manner.
• Protected Reports (whether oral or written) should be factual rather than speculative, but need not be conclusive evidence of the alleged Reportable Conduct. The report should include the nature of the alleged Reportable Conduct, the name(s) of the person(s) alleged to be involved, the date and description of the alleged wrongdoing(s) and other pertinent information. The information disclosed should be as precise as possible so as to allow for proper assessment of the nature, extent and urgency of preliminary investigative procedures to be undertaken.
• Whistle-Blowers must provide their names, phone numbers and addresses so that the Receiving Officer or AC Chairman may contact them for more information if need be.

• Confidentiality of the identity of Whistle-Blowers and persons who participate (or who intend to participate) in investigations initiated under this policy will, to the extent possible, be maintained. Such persons should nevertheless be cautioned that their identity may become known for reasons outside of the control of all those involved in receiving the Protected Report and/or investigating the matters raised therein.
• The identity of the Investigation Subject(s) will similarly be maintained in confidence to the extent possible.