1: Good Corporate Governance Policy
The Board of Directors of the Company is diligent in performing their duties. Firstly, accounting to the law, secondly, according to the aims and rules of the Company, and thirdly, to the satisfaction of the shareholders. The Board is also involved in determining future direction and controlling and supervising the Company so that it is managed efficiently.
The Board ensures that the Company’s operation is according to prescribed policies and to the principles of good corporate governance set by the Stock Exchange of Thailand.
Therefore, the Board of Directors has established the Good Corporate Governance Policy that all the Company’s Directors, Executives, and employees shall use as the working guidelines. The content covers five categories as follows:
- Rights of shareholders
- Equitable treatment of shareholders
- Role of stakeholders
- Disclosure and transparency
- Board responsibilities
1) Understand and respect the shareholders’ right of ownership, for example, trading or transferring shares, receiving profit share from the Company, receiving sufficient information from the Company, attending the shareholders’ meetings to vote appointing and demoting the Directors, appointing the auditors, and any matters affecting the Company, such as allocating dividends, stipulating or revising the Articles of Association and Memorandum of Association, decreasing or increasing the capital, and approving special matters, etc.
2) Treat the shareholders equally and fairly, i.e. give the minority shareholders the chance to nominate the Directors in advance with a reasonable time, give absent shareholders the chance to exercise their right to attend the meetings and vote by proxyholders, and give minority shareholders the chance to propose additional agenda items prior to the shareholders’ meetings, etc.
3) Take action to prevent the Directors and Executives from using internal information for the benefit of themselves or others falsely in such a way that shall take advantage of the other shareholders, such as by insider trading, or disclosing internal information to any parties related to the Directors and Executives, which is considered as taking advantage, or that may cause damage to the overall shareholders, etc.
4) Take action to allow the Directors and Executives of the Company to disclose information on their and related parties’ interests, so that the Board of Directors can consider any transactions of the Company that may have a conflict of interest, and can decide accordingly for the Company’s overall benefit. However, the Directors and Executives who have an interest in the Company’s transactions shall not be involved in making decisions on such transactions.
5) Take action by considering all groups of stakeholders in compliance with the law or agreements made with the Company, including the shareholders, customers, business partners, business competitors, creditors, community and society, without being influenced by personal needs, family, relatives, or other parties known personally.
6) Operate the business by emphasizing the importance of credibility and honesty; the Directors and Executives shall perform their tasks and treat the Company and all groups of stakeholders in an honest, transparent, and fair manner.
7) Avoid transactions involving themselves/related juristic persons that may cause a conflict of interest with the Company.
8) Take action to provide channels and procedures for all groups of stakeholders to report or submit a complaint regarding illegal actions, correctness of the financial reports, impaired internal control systems, or unethical matters, to the Board of Directors, together with a protection mechanism of the whistleblowers’ right.
9) Take action regarding social responsibility, especially any direct impact on the business by considering the environmental and social factors for sustainable development.
10) Take action regarding the disclosure of data and information in a correct and timely manner, so that the stakeholders can obtain the information showing the Company’s operating results, financial status, and critical developments, and in accordance with the criteria of the Securities and Exchange Commission (SEC) and the Securities Exchange of Thailand (SET).
11) Take action to combat corruption, fraud, intellectual or copyright infringements, and respect the law and human rights.
12) Take action to ensure effective internal control systems and compliance procedures.
13) The Board of Directors shall control the overall management of the Company to comply with the Good Corporate Governance Policy, namely, Rights of shareholders, Equitable treatment of shareholders, Role of stakeholders, Disclosure and transparency and the Board responsibilities.