CAMGSM Plc. (the Company) and its wholly owned subsidiaries are the companies established in the Kingdom of Cambodia under the Law on Foreign Investment. The Company was formed on 20 April 1996. The Company is wholly owned by Royal Millicom Co., Ltd (RMC) with its principal office at 246 H-I Monivong Boulevard, Phnom Penh.

The Company obtained the license for the provision and operation of GSM Digital Cellular mobile telephone services within the Kingdom of Cambodia from the Ministry of Posts and Telecommunications on 20 April 1996. Two new license agreements were received on 24 November 2009 with a validity of 30 years from the date of issuance and renewable for an additional 5 years. One for using the GSM technology and allocated frequencies and another for using 3G technologies and allocated frequencies. On 15 July 2013, Mobitel Company Limited (A subsidiary of CAMGSM) was granted a license for the use of 4G technologies in addition to using the 2G and 3G technologies and additional frequencies. On 31 May 2016 CAMGSM obtained a license for the provision and operation of voice over internet protocol services (VoIP) in the Kingdom of Cambodia. On 13 January 2022 CAMGSM obtained a license for the provision and operation of internet service (ISP) in the Kingdom of Cambodia. On 14 January 2022 Telemobile (Cambodia) Corporation (T.C.C) a subsidiary of CAMGSM obtained a license for the operation and service of antenna towers in the Kingdom of Cambodia.

The Company obtained the investment approval letter number 1066/96 from the Council for the Development of Cambodia/Cambodian Investment Board dated 7 August 1996. The Company was registered with the Ministry of Commerce (MOC) and received a letter reference 2159 M.O.C. dated 26 August 1996. The MOC Registration number is INV 231E/1996.

The principal activities of the company are to:
1. Install and operate all equipment and machinery used in connection with the operation of the GSM mobile cellular telephone network in the entire Kingdom of Cambodia and all products which are ancillary, complementary, or component parts of such equipment; and
2. Market and sell any telecommunications product and/or service.

Note: *Since Telemobile (Cambodia) Corporation (T.C.C) is the license holder to operate and provide network service in Cambodia, CAMGSM intends to transfer all of its physical tower and power-related assets to Telemobile (Cambodia) Corporation (T.C.C).

Neak Oknha Kith Meng
Chairman

A philanthropist and businessman, Cambodian-born; Neak Oknha Kith Meng spent his youth in Australia after escaping the Khmer Rouge. Upon completion of his studies at the Australian National University, Canberra, he returned to Cambodia at the start of the UNTAC administration in the early 1990s. During this time, he realized the need for his country to be rebuilt from scratch with the support of local businessmen.

A young man with a vision, he saw this as an opportunity to build a business empire while investing in his country’s infrastructure and technology development. This was the beginning of the Royal Group of Companies (RGC); becoming the first conglomerate in Cambodia. Over the past three decades RGC grew from strength to strength with an extensive business portfolio ranging from Banking & Finance, Railway, Aviation, Telecommunications, Technology, Media, Hospitality, Property & Real Estate, and Education. Currently, he is also the President of the Cambodia Chamber of Commerce; bridging relations between domestic and international corporates and the Royal Government of Cambodia.

Neak Oknha Kith Meng resides in Phnom Penh with his wife and four children.

Mr. William Mark Hanna
Non-Executive Director

A British National, Mr. William Mark Hanna joined Royal Group in 2007 as Group Chief Financial Officer. With over 30 years of experience from overseas and Cambodia Mark has contributed to the Royal Group substantial growth. Currently Mark also serves as a director of Royal Railway Plc, a subsidiary company of Royal Group.

Prior to joining Royal Group, Mark was a Chief Executive Officer at Warf Telecom International and Wataniya telecom, Maldives. Mark was also a Chief Financial Officer at Millicom International Cellular, Cambodia, a mobile communication provider which included an ISP, wireless broadband internet access provider, an international voice and data gateway and a commercial television station.

Mark is a graduate from Napier University, majoring in accounting. He is also a Zenger Miller Certified Trainer and a Chartered Management Accountant (CIMA).

Mr. Paul Carey Clements
Non-Executive Director

A senior executive with over 30 years of experience in the Financial Services sector with significant international exposure and holding leadership roles across a range of organizations and business units spanning both front office (sales, P&L) and back office (business operations, transformation, and risk) in Australia, Indonesia, China and Cambodia (Westpac Banking Corporation, ANZ Bank, and JP Morgan among others)

Paul held senior roles developing the strategic direction, restructuring, establishing, and growing businesses in different geographic and cultural locations leveraging his leadership, partnering, sales, and business skills.

In Cambodia, Paul had previously been involved with ANZ Royal Bank, Cambodia Mekong Bank Public Limited, WorldBridge Outsourcing Solutions Co., Ltd and HCC Group Co., Ltd (EnviroCam).

Paul holds a Bachelor of Business (majoring in Banking and Finance) and a Postgraduate degree majoring in Accounting.

Mr. Christopher Donald Tiffin
Non-Executive Director

Mr. Christopher Donald Tiffin is an experienced senior executive specializing in the Telecommunication, ICT & Digital Services sectors, providing financial & commercial leadership, along with being an integral part of setting up two new businesses within the last 7 years outside the traditional Telco: a TowerCo Infrastructure business and most recently a fully digital Mobile Money (Digital Financial Services) business. Skilled in Business Planning, Business Partnering, development & implementation of the overall Business Strategy, staff management & building High-performing Teams, Financial Leadership, Product/Services development, Customer Experience strategy/management and Channel/Retail/Distribution/Supply Chain leadership. An influential and humble leader, with the proven ability to drive and influence positive cross-cultural and market transformations.

He holds Bachelor of Accounting Science from University of South Africa. Chris is a qualified Chartered Accountant – CA (SA) member of SAICA (South Africa Institute of Chartered Accountants) as well as an FCA (Fellow Chartered Accountant) member of the Institute of Chartered Accountants England & Wales (ICAEW)

Ms. Hep Seka
Independent Director

Seka is a lawyer licensed by BACK, arbitrator admitted by NCAC and accredited mediator by CEDR. She has extensive regulatory expertise specializing in corporate law and real estate, infrastructure and construction.

With her superb legal acumen, stakeholder management and technical skills, Seka has assisted on numerous major property projects and regularly acts on significant commercial, industrial and residential developments throughout Cambodia. She holds a Master 2 of Business Comparative Law (LL.M.) from the University Lumière Lyon 2, France, which included an exchange program at the University of Montreal, Canada.

Seka is recognized as a distinguished practitioner in Infrastructure in Cambodia and notable practitioner in real estate by Asialaw in 2022.

The Company’s Board of Directors intends to have CAMGSM PLC. (“The Company”) be an organization that is effective in conducting its businesses in full compliance with the principles of good corporate governance, so as to create maximum benefits for its shareholders through taking into consideration the interests of all its stakeholders together with good moral principles, full transparency and accountability.

The Company has, therefore, established the following policies on good corporate governance for use as operating guidelines to be strictly adhered to by the Company’s Board of Directors, senior officers and all staff.

1. The Company’s Board of Directors, senior officers and all staff are required to be committed to adopt and adhere to these 5 (core principles of good corporate governance), as specified by the international OECD organization, in discharging their responsibilities:
• Rights of shareholders
• Equal treatment for all shareholders
• Role of stakeholders
• Information disclosures and transparency
• Board responsibilities

2. The Company’s Board of Directors will govern and oversee the Company in conducting its businesses for maximum benefits of the shareholders, through adhering to these core principles and operating guidelines:
• Discharging its duties with care (Duty of care)
• Discharging its duties with honesty and integrity (Duty of Loyalty)
• Discharging its duties in accordance with all applicable laws, as well as the stated objectives and articles of association of the Company, and all resolutions of the shareholders meetings (Duty of Obedience).
• Disclosing information to shareholders in a correct, comprehensive and fully transparent manner (Duty of Disclosure).

3. The Company’s Board of Directors, senior officers and all staff are fully committed to make use of best practices relating to the Company’s established principles of corporate governance as well as the established operating guidelines relating to good moral principles and ethics in conducting the business, together with the required good ethical behavior on the part of its Board of Directors, senior officers and staff members in discharging their respective duties and responsibilities.

4. The Company’s Board of Directors, senior officers and all staff will be committed to the principles of equitability, through treating all stakeholder groups in an equal manner together with taking care to look after as well as control that all their decisions and any associated activities will protect or prevent any conflict of interests’ situations from occurring.

5. The Company’s Board of Directors, senior officers and all staff will discharge their respective responsibilities with all due care in an honest manner and with integrity, as well as in full accordance with all announced applicable, relevant laws and regulatory requirements and also regulations of the Company.

6. The Company’s Board of Directors, senior officers and all staff will be committed to discharging their respective responsibilities in an honest, equitable and fully accountable manner.

7. The Company’s Board of Directors, senior officers and all staff will recognize as and fully respect the rights of the Shareholders as the true owners of the Company; as well as will treat all shareholders in equal manner, through disclosing all relevant financial and non-financial information in an adequate, timely and credible manner. This is so that all shareholders, investors, and stakeholders of the Company will receive sufficient information and communication on an equal basis.

8. The Company’s Board of Directors has determined various channels of communications for use by shareholders, investors and regulatory authorities, together with any required communications or disclosures of any relevant information to all interested parties and stakeholders.

9. The Company’s Board of Directors has determined the implementation of the Company’s management structure, together with clearly defined associated approval authorities and scope of responsibilities of the each Member of the Board of Directors and the senior officers.

10. The Company’s Board of Directors has undertaken activities to establish the internal controls system and risk management procedures that are appropriate and adequate, together with an accounting system and financial reporting procedures that are correct and credible.

11. The Company’s Board of Directors has determined various policies in regards anti-corruption/fraud practices, non-violation of intellectual property rights, and respect for all associated laws and human rights.