Corporate Governance

The Board of Directors places emphasis on compliance with the good corporate governance principles, with recognition of roles and responsibilities of Board members and executives in promoting the good corporate governance for improving business competitiveness and building confidence among shareholders, investors, and all concerned parties through efficient and transparent management. Therefore, the corporate governance policy has been devised to cover key 5 aspects of the new corporate governance principles as described below.

The Company focuses on rights of shareholders to obtain the Company’s information accurately, completely, sufficiently, timely, and equally for making decisions on all matters. Therefore, the Board of Directors has devised the policy as follows:

  1. Ensure that the Company delivers the invitation letter as well as meeting handouts of each agenda adequately by specifying objectives and background as well as opinions of Board members in all agenda so that shareholders have a chance to review the information completely in advance of the Annual General Meeting of Shareholders for not less than 14 days. In the case where any shareholder is unable to attend the Meeting in person, the Company allows such shareholder to appoint an independent director or any other person as his/her proxy to attend the Meeting by using the proxy form delivered by the Company together with the invitation letter.
  2. Facilitate the meeting attendance of all shareholders equally in respect of both venue and time in an appropriate manner.
  3. The consideration and voting in the Annual General Meeting of Shareholders shall be made in order of agenda items without changing significant information or adding any meeting agenda abruptly. In addition, shareholders have equal rights to inspect the Company’s operations, make inquiries, and express opinions and suggestions. Then, Board members and related executives who attend the Meeting shall respond to the inquiries accordingly.
  4. Provide shareholders with additional channel of acquiring information via the Company’s website. Various information and details are uploaded on the Company’s website. Particularly, the invitation letter to the Annual General Meeting of Shareholders shall be publicized ahead of the Meeting date in order to enable shareholders to download information of the Meeting agenda conveniently and completely.
  5. Ensure that all Board members attend the Meeting unitedly so as to respond to shareholders’ inquiries.
  6. The Minutes of the Annual General Meeting of Shareholders shall be recorded completely, accurately, timely, and transparently. Important inquiries and opinions are also recorded in the Minutes of the Meeting for further review by shareholders. In addition, the Company also records video of the Meeting for further reference. Moreover, the Company is required to publicize the Minutes of the Meeting via the Company’s website for further consideration by shareholders, as well as deliver the said Minutes of the Meeting to the Stock Exchange of Thailand within 14 days from the Meeting date.
  7. Enhance convenience for shareholders to receive dividend by bank transfer (in the case where dividend payment shall be made) so as to ensure that shareholders receive dividend on time and avoid some problems regarding loss or damage of cheque or late delivery to shareholders.
  1. Ensure that the Company delivers the invitation letter to the Annual General Meeting of Shareholders as well as meeting handouts to shareholders in advance of the Meeting for not less than 14 days so that shareholders have a chance to review the information completely prior to the Meeting date.
  2. Explore any approach to enable minority shareholders to propose name of directors or additional agenda prior to the Meeting.
  3. Facilitate any shareholder who is unable to attend the Meeting in person by allowing him/her to appoint any person or at least an independent director as his/her proxy to attend the Meeting and cast vote, whereby the list of such independent directors shall be specified in the invitation letter to the Meeting.
  4. Fairly treat all shareholders whether they are major shareholders or minority shareholders, and whether they are Thai or foreign shareholders.
  1. Executives and employees must comply with the Company’s Code of Conduct which is deemed significant and needs to be strictly adhered to so as to ensure trustworthiness and reliability among all stakeholders, and the information regarding the adherence to the Code of Conduct shall be disseminated to all employees throughout the Company.
  2. The Board members and executives must notify the Company of relationships or connected transactions which may cause conflicts of interest.
  3. Propose connected transactions to the Audit Committee for consideration and opinions prior to submitting to the Board of Directors for approval based on the good corporate governance principles, and ensure compliance with the criteria of the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission.

The Company realizes and recognizes rights of all stakeholders, comprising internal stakeholders, namely, shareholders, employees; and external stakeholders, namely, customers, business partners, creditors, competitors, government authorities, and other organizations, including neighboring communities since supports from various stakeholders provided for the Company contribute to competitiveness and profitability of the Company, and thereby generating long-term value for the Company. Related policies have been devised as follows:

  1. The policy and guidelines for treatment of employees

    The Company realizes that employees are the most valuable success factor for achieving our target, so the Company’s policy focuses on fairly treating employees in terms of opportunities, remuneration, appointment, transfer, as well as competency development. In order to comply with the aforementioned policy, the Company adheres to the following practice guidelines:

    a)  Treat employees politely and respect their individual rights;
    b)  Provide fair remuneration for employees, establish the provident fund for employees, and place emphasis on employees’ welfare management;
    c) Maintain work environment in the condition that is safe for life and assets of employees;
    d) Appoint, transfer, reward, and punish employees in an ethical manner based on employees’ knowledge, competency, and suitability;
    e) Focus on developing knowledge and competency of employees thoroughly and constantly in order to enhance professional performance of employees; 
    f) Listen to opinions and suggestions based on professional knowledge of employees;
    g) Comply with laws and regulations in relation to employees strictly.

  2. The policy and guidelines for treatment of shareholders

    The Company always realizes that shareholders are the business owner, and the Company is committed to generating long-term value for shareholders. Therefore directors, executives, and employees are required to comply with the following practice guidelines:

    a) Perform duties with integrity, as well as make decisions in performing any acts based on professional principles carefully, prudently, and fairly for both major and minority shareholders in order to provide utmost benefits for overall shareholders;
    b) Present the Company’s status report, operating results, financial and accounting position, and other reports regularly, completely, and accurately;
    c) Notify all shareholders equally of both positive and negative outlook of the Company based on feasibility, supporting information, and sufficient reason;  
    d) Not be allowed to seek benefit for oneself and other people by utilizing any information of the Company that has not been disclosed to the public, or to perform any acts that may cause conflicts of interest against the Company.

  3. The policy and guidelines for treatment of customers

    a) Provide services for customers politely and enthusiastically, be ready to serve and welcome customers sincerely, willingly, attentively, and mindfully as if they are close family members, as well as offer quick, accurate, and reliable services;
    b) Preserve confidential information of customers, and not exploit such information for the sake of oneself or related persons inappropriately;
    c) Provide accurate, sufficient, and up-to-date information for customers so that they acknowledge details of services without any propaganda that causes customers to misunderstand quality or any condition of the Company’s services;  
    d) Give advices on service provision of the Company efficiently for utmost benefits of customers.

  4. The policy and guidelines for treatment of business partners and/or creditors

    The Company’s policy encourages employees to fairly and honestly treat all business partners and/or creditors, not to take advantage of such partners, with consideration of utmost benefits of the Company and equal return for both parties, avoid any situation that causes conflicts of interest, and negotiate to solve problems on the basis of business relationships. Related practice guidelines are as follows:

    a) Not solicit, or receive, or give any benefit unethically to business partners and/or creditors;
    b) In the case where having a clue about soliciting, receiving, or giving any benefit unethically, related details must be disclosed to business partners and/or creditors, and all parties shall jointly solve the problems in a fair and timely manner;
    c) Strictly comply with terms and conditions as mutually agreed. In case of failing to comply with any terms and conditions, creditors must be notified in advance so that all parties shall cooperatively consider and find solutions.

  5. The policy and guidelines for treatment of competitors

    The Company’s policy aims to treat competitors without violating or seeking commercial secrets of competitors fraudulently. Therefore, the policy has been devised as follows:  

    a) Operate business under the rules of fair competition;
    b) Not seek confidential information of competitors unethically or inappropriately;
    c) Not tarnish competitors’ reputation by negative accusation.

  6. The policy and guidelines for treatment of society/community

    The Company’s policy aims to operate business which is beneficial to economics and society, adhere to maintain good citizenship, and comply with related laws and regulations completely. The Company shall be determined to develop, promote, and improve quality of life of the society and community in which the Company is located so as to achieve a better condition along with the Company’s growth.

  7. The environmental policy

     The Company’s policy supports various activities which enhance occupational health and environmental quality, as well as maintain work environment in the condition that is safe for life and assets of employees at all times.

The Board of Directors devises the policy of disclosing financial information and other information relating to the Company’s businesses and operating results accurately, completely, sufficiently, constantly, and timely, and such information presents actual financial status and performance of the Company, including the Company’s business outlook.

The Board of Directors is determined to ensure compliance with laws, rules, and regulations in relation to the disclosure of information and transparency strictly, to disclose the information on the Company’s website in both Thai and English through media channels and publications of the Stock Exchange of Thailand so that shareholders and other concerned persons acknowledge the Company’s information thoroughly, and the revision and amendment shall be made in accordance with the guidelines announced by the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission.

The Company has formed the Investor Relations team to take charge of communicating with investors or shareholders, as well as institutional investors and minority shareholders. The Company shall regularly hold the meeting for the analysis of operating results, as well as disclose the Company’s information, comprising financial information and general information, to shareholders, securities analysts, credit rating agencies, and related government authorities through various channels, namely, the report to the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission, and the Company’s website. In addition, the Company also concentrates on constantly disclosing information in both Thai and English so that shareholders regularly obtain the information via the Company’s website. The information on the website, i.e., vision, mission, financial statements, public relations news, Annual Report, the Company and senior management structure, shareholding structure, and major shareholders, shall be constantly revised to be always up-to-date.

In addition, the Company places emphasis on financial statements in order to present actual financial status and operating results of the Company based on accurate, complete, and sufficient accounting information according to generally accepted accounting principles. The Company shall disclose the information relating to each director, as well as roles and responsibilities of the Board of Directors and Board committees of the Company in the Company’s Annual Report (Form 56-2) and the Annual Registration Statement (Form 56-1), while the remuneration of directors and senior management shall be also disclosed in the Annual Report (Form 56-2) and the Annual Registration Statement (Form 56-1).

The Board of Directors is responsible for shareholders in operating business of the Company and supervising the business in accordance with the target and direction for utmost benefits of shareholders, with consideration of interests of all stakeholders.

The Board of Directors is committed to complying with laws, objectives, Articles of Association, and shareholders’ resolutions. In this regard, the Board of Directors shall perform duties ethically and maintain interests of shareholders and stakeholders in both short term and long term so as to ensure that the Company’s business has been operated to maximize benefits of shareholders and stakeholders. The Board of Directors shall oversee the formulation of vision, mission, target, policy, operational direction, strategic plan, operating plan, and annual budget of the Company. In this connection, the Board of Directors shall jointly express opinions for mutual understanding of the business overview prior to consideration and approval, as well as ensure that the business has been operated to achieve the target based on the practice guidelines of the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission.

The Board of Directors encourages the Company to establish the internal control system in all aspects, including finance and operation, in compliance with related laws, Articles of Association, and regulations; to invent a check-and-balance mechanism which is efficient enough for constant protection of the Company’s assets; to determine the approval authority and responsibilities of each level of executives and employees with a check-and-balance mechanism; to establish the written standard operating procedure; to have an independent internal audit unit inspect the operations of all units so as to ensure compliance with the standard operating procedure, as well as to assess efficiency and adequacy of the internal control process of various units in the Company.

The Board of Directors realizes the importance of the good corporate governance. In order to ensure transparency and prevent the use of information of the Company that has not been made public to seek benefits for oneself, the Company devises related policy as follows:

  1. Educate directors, executives, and executives in accounting or finance at a level of Division Manager and above or equivalent on their duties to prepare and submit the report of securities holdings of themselves, their spouses, and immature children to the Office of the Securities and Exchange Commission pursuant to Section 59, and determine the penalty pursuant to Section 275 of the Securities and Exchange Act B.E. 2535.
  2. Directors, executives, and executives in accounting or finance at a level of Division Manager and above or equivalent are required to initially prepare and submit the report of securities holdings of themselves, their spouses, and immature children to the Company Secretary at all times prior to submitting to the Office of the Securities and Exchange Commission within 30 days from the date of appointment as directors or executives; or to report changes in securities holdings within 3 days from the date of trading, transferring, or acquiring the securities.
  3. Directors, executives, as well as executives in accounting or finance at a level of Division Manager and above or equivalent, and concerned staff who have acknowledged the Company’s significant information which affects changes in the stock price have to suspend trading of the Company’s securities prior to the disclosure of the financial statements or financial position and the Company’s status until the Company discloses such information to the public. In this regard, the Company shall inform directors, executives, and executives in accounting or finance at a level of Division Manager and above or equivalent in writing to suspend trading of the Company’s securities for at least 30 days in advance of the disclosure of information to the public. In addition, they should wait for at least 24 hours following the disclosure of information to the public, as well as not to disclose such significant information to other people.
  4. Determine the disciplinary action in case of insider trading violations for purpose of seeking benefits for oneself in the form of written warning, reduction in pay, suspension without pay, or termination. The disciplinary action is subject to the intent of the action and severity degree of the action.

The Company’s Code of Conduct is applicable to executives of the Company and all companies in the Group at all levels, regardless of their signature acknowledging the matter.่

With regard to the principle of business operations of the Company, the business ethics recognized by the public is extremely significant to the Company’s success, as well as contributes to business prosperity and profitability in the same way as reputation and morality of executives at supervisory level upwards. These ethical business conducts directly affects the overall reliability of the Company as well.

The Company aims to conduct its business lawfully in compliance with various regulations, and respect its business partners and customers’ rights.

  1. Compliance with rules, articles of association, announcements, and orders of the Company.

    This Code of Conduct is an addition to rules, articles of association, announcements, and orders of the Company. If any content of rules, articles of association, announcements, or orders contradicts with the content of this Code of Conduct, the content of this Code of Conduct shall prevail.

    All executives must comply with rules, articles of association, announcements, and orders of the Company and superiors as described below:

    1) Support the policy and compliance with rules, articles of association, orders, agreements, announcements, or circulars of the Company which are announced to all employees strictly;
    2) Perform their duties honestly and ethically, as well as report any circumstances that may damage the Company’s reputation and assets in a timely manner;
    3) Treat their colleagues politely, with honor and respect;
    4) Perform their duties attentively and diligently, adhere to the Company’s principles and corporate governance in order to act as a role model for other employees and enhance the Company’s growth in an ethical manner;
    5) Preserve interests and confidential information of the Company and customers, or information relevant to enterprises that the Company has not disclosed to the public strictly. The disclosure of information relating to business, finance, and personnel of the Company must be made according to accurate and appropriate practices only after permission has been obtained in a careful and efficient manner. Therefore, throughout working for the Company and after termination of employment, all employees agree to keep the aforementioned information confidential. If such information is disclosed or submitted to other persons or utilized for any other purpose than for serving the Company, employees accept to be liable to compensation for actual damage to the Company in all respects;
    6) Be vigilant and help protect the Company’s assets from damages or losses incurred by persons or any disaster to the best of their ability, as well as not to utilize any equipment or assets of the Company for personal purpose or for other people’s benefits irrelevant to the Company’s business operations;
    7) Operate business with adherence to morality and ethics, as well as promote morality and ethics of the Company’s employees at all levels, including oversee and manage to solve possible conflicts of interest in the Company;
    8) Supervise subordinates attentively and fairly without any bias;
    9) Be ready to work in team and be able to listen to other people’s opinions;
    10) Comply with, as well as support and supervise subordinates to comply with the Company’s rules and regulations regarding the use of computer system, computer information, and computer traffic information of the Company strictly in order to ensure that the use of the Company’s computers comply with computer laws, copyright laws, or other related laws, and to prevent any damage to the Company’s reputation and image.

  2. Prohibited conduct

    All employees at supervisory level should refrain from conducting or performing behaviors which are likely to tarnish the image of the Company and themselves as follows:  

    1) Spend the Company’s working hours doing other tasks or for personal purpose;
    2) Operate any business of similar nature to and competing with the Company’s business for either own benefits or other people’s benefits, or be a controlling shareholder that may cause damage to the Company directly or indirectly;
    3) Perform behaviors that may cause damage to the position and honor of the Company;
    4) Notify or provide false statement or conceal the truth which should be notified to the Company;
    5) Work carelessly and perform any acts inappropriate with their executive position which should perform functions effectively in order to ensure that their tasks be completed correctly and ethically;
    6) Conceal or distort the truth for their own benefits or other people’s benefits that may cause damage to the Company directly or indirectly;
    7) Obstruct or perform any acts that obstruct proper operations of authorized persons in the Company, or order employees to perform any inappropriate or immoral conduct;
    8) Violate the civil law and criminal law, and such intentional or unintentional violation causes damage to oneself or other people;
    9) Disclose wage or salary information, salary increase rate of oneself or other people intentionally or unintentionally;
    10) Solicit or agree to receive assets or any other benefit from customers, suppliers, business partners, competitors, or any other people dealing business with the Company, or entertainments which are proved inappropriate, except in case of traditional gifts, or normal business entertainments, or business promotional expenses enhancing commercial reputation for traditional exchange. However, if the value exceeds 3,000 baht, such receipt shall be reported to superiors at a director level immediately;
    11) Offer bribes either directly or through third parties, and/or exploit their influence with government representatives, customers, or business partners as such act contradicts with the Company’s policy;
    12) Add, shorten, or amend any record or information in order to change or distort the operating results and accounting record intentionally for whatever reasons;
    13) Make payment or have business transaction management with an intention or a clue suggesting that such payment or business transaction management has other purposes than the purpose specified in the document for payment or business transaction management;
    14) Be overwhelmed with debts or be assumed for any legal reason to be overwhelmed with debts;
    15) Not preserve intellectual property information of the Company or what the Company acquires from employees’ operations;
    16) Imitate works and intellectual properties of other people;
    17) Perform any acts to seek benefit for oneself or other people inappropriately;
    18) Allow other units which are not the purchasing unit to request for sponsorship from suppliers or business partners (If it is necessary to request for such sponsorship for the Company’s benefit, various units are advised to discuss with the purchasing unit to take charge of the matter, except in case of the arrangement of joint marketing activities, the marketing team of the marketing and business development unit will be responsible.);
    19) Neglect or facilitate any person who is seeking benefit or accessing or interrupting the Company’s computer system, computer information, and computer traffic information inappropriately, or without permission granted by the Company, or intentionally support and accept arising or existing misconduct of service providers pursuant to computer laws, or copyright laws, or other related laws.

  1. Non-serious violations: The executive shall receive a written warning letter which specifies characteristics of the violation including the cause of the violation, while the executive is allowed to defend oneself against the charge towards his/her superior. If the issue is unable to be solved, it shall be submitted to the Disciplinary Committee appointed by Chief Executive Officer for consideration. The judgment of the Disciplinary Committee is deemed final. If the violation arises for a second time or the executive has not made corrective action for the first violation as required by the warning letter, such executive shall be liable to disciplinary punishment strictly, possibly involving the dismissal.
  2. Serious violations including the violations, such as offer or receive bribes, fraud, disclose confidential information or intellectual property information of the Company to third parties, and any acts causing damage to the Company’s honor, or conceal any information, discussion, or important document from superiors: The Company may consider the dismissal without compensation and without necessity to firstly issue the written warning letter.

The Company’s policy aims to operate business which is beneficial to economics and society, adhere to maintain good citizenship, and comply with related laws and regulations completely. The Company shall be determined to develop, promote, and improve quality of life of the society and community in which the Company is located so as to achieve a better condition along with the Company’s growth.

The Company’s policy supports various activities which enhance occupational health and environmental quality, as well as maintain work environment in the condition that is safe for life and assets of employees at all times.

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