In this charter, ”the Company” refers to Matching Maximize Solution Public Company Limited and/or the subsidiaries.

     The Board of Directors appoints the Corporate Governance and Sustainability Committee, consisting of at least three members, two of whom are independent directors.

     The Board of Directors appoints a member of the Corporate Governance and Sustainability Committee as the chairman of the Corporate Governance and Sustainability Committee.

     The Board of Directors or the chairman of the Corporate Governance and Sustainability Committee hold the authority to appoint a person or persons, as deemed appropriate, to be the secretary of the Corporate Governance and Sustainability Committee to perform secretariat functions serving the Corporate Governance and Sustainability Committee.

The members of Corporate Governance Committee must possess the following qualifications and not possess the following forbidden qualifications.

3.1	Be a director but not be the chairman of the Board of Directors or the Chief Executive Officer or other positions equivalent to the position of the Chief Executive Officer.
3.2	Possess the qualifications and most not possess forbidden qualifications as specified by the Public Company Act as well as related laws.
3.3	Possess knowledge, abilities and experience, which are beneficial to performance of duties as a director in the Corporate Governance and Sustainability Committee; and devote sufficient time to performing duties in order to ensure that the performance of the Corporate Governance and Sustainability Committee achieves the objectives of the Corporate Governance and Sustainability Committee.

The Corporate Governance and Sustainability Committee holds the following duties and responsibilities.

4.1	Establish corporate governance policies, business ethical principles, anti-corruption policies, sustainability management policies, which are in compliance with the laws; and propose them to the Board of Directors for approval and subsequent implementation at all levels.
4.2	Promote and support the Company’s business operation to ensure that it complies with the Company’s corporate governance and Sustainability policies, code of ethical business, anti-corruption policies, and sustainability management policies; and provide suggestions in regard to operation or operation guidelines in order to ensure the compliance with the aforementioned policies.
4.3	Evaluate and review the corporate governance and Sustainability policies, code of ethical business, anti-corruption policies, sustainability management policies, and related operation guidelines to ensure the compliance with the laws least once a year; and suggest certain aspects of amendment to such policies to the Board of Directors for approval of the suggested amendment.
4.4	Oversee and provide suggestions regarding operation in the aspect of corporate social responsibility (CSR) to ensure that it is carried out in accordance with the established sustainability development policies.
4.5	Supervise and provide suggestions in regard to the audit process in order to prevent risks, in accordance with the anti-corruption policies; monitor and report the performance of operation under anti-corruption policies to the Board of Directors for the Board’s acknowledge on a regular basis.
4.6	Supervise the operation of the corporate governance unit in order to ensure that it is carried out in compliance with the Company’s corporate governance policies, code of ethical business, anti-corruption policies, sustainability management policies, and related operation guidelines.
4.7	Consider rewarding for performance of the corporate governance unit
4.8	Report the performance of the Corporate Governance and Sustainability Committee and disclose such performance in the annual report.
4.9	Determine principles and operation guidelines; and consider as well as arrange for ways to receive complaints; and present the summary such complaints to the Board of Director.
4.10	Perform any other corporate governance –related duties as assigned by the Board of Director

     Under the scope of responsibilities, the Corporate Governance and Sustainability Committee is authorized to determine principles and operation guidelines under their responsibilities. In addition, the Corporate Governance and Sustainability Committee is also authorized to order the management, department heads or relevant employees to provide opinions, attend the meetings or submit necessary relevant documents. Furthermore, under the scope of responsibilities in this charter, the Corporate Governance and Sustainability Committee is eligible to seek advice from external independent advisor or any experts in other professional fields, provided that such advice is necessary and appropriate. The expenses arising from such advice are responsible by the Company.

     The Corporate Governance and Sustainability Committee holds direct responsibilities to the performance of the Board of Directors and the Board of Directors is responsible for all transactions the Company has done with third parties.

     A member of the Corporate Governance and Sustainability Committee serves the term equivalent to the term of the position of the Company’s director.
 

     When a member of the Corporate Governance and Sustainability Committee is about to leave the position or in case there is any event that a member is unable to complete his/her term, the Board of Directors shall appoint a replacement and ensure the number of the members of the Corporate and Sustainability Committee meets the minimum requirement within three months at the latest, starting from the day of the shortage in number of members.
 

     In case a member completes the term but the Board of Directors is yet to appoint a replacement, the leaving member shall remain in the position until his/her replacement is appointed. A member of the Corporate Governance and Sustainability Committee who has completed the term may be reappointed. In addition to the usual completion of the term, a member of the Corporate Governance and Sustainability Committee shall leave if he or she lacks qualifications and has forbidden qualifications as stated in Section 3 above. 3. The members of the Corporate Governance and Sustainability Committee receive appropriate remuneration, in accordance with their responsibilities, and the remuneration is approved by shareholders’ meeting and the amount of the remuneration is also disclosed in the Company’s annual report.

     Meetings can be called as the Corporate Governance and Sustainability Committee or the chairman of the Corporate Governance and Sustainability Committee views necessary and appropriate. However, a minimum of two meetings a year is compulsory.
 

     In calling a meeting, the chairman of the Corporate Governance and Sustainability Committee or the secretary of the Committee supervised by the chairman informs the members of the Corporate Governance and Sustainability Committee no less than seven days prior to the meeting date, except for certain emergency cases that other means of meeting invitation or calls for meetings with a shorter notice are allowed.
 

     The Corporate Governance and Sustainability Committee meeting must be attended by not fewer than half of the total members to be considered a quorum. In case the chairman of the Corporate Governance and Sustainability Committee is absent from the meeting, the attending members may assign any member to chair the meeting.
 

     A resolution of the Corporate Governance and Sustainability Committee is derived from majority votes of the committee members participating in the meeting, each of whom has one vote. If the votes result in a tie, the chairman of the meeting shall cast an additional decisive vote. The secretary of the Committee has no voting right.
 

     Any members who stand to gain or lose in any particular issues to be considered in the meeting agenda must inform the issues to the express no comments, and leave the meeting room. However, they can remain in the meeting, provided that there are unanimous votes from other meeting attendees, excluding the members who stand to gain or lose in particular issues, to allow such members who stand to gain or lose in particular issues to be present in the meeting and clarify some issues to the meeting so that the meeting can come up with a carefully considered resolution. However, such members have to voting right in those particular issues.
 

     The Corporate Governance and Sustainability Committee is authorized to invite the management or related parties as appropriate to attend the meeting and clarify relevant issues.

     The Corporate Governance and Sustainability Committee reports the operation, as deemed appropriate, to the Board of Directors.