Corporate Governance Policy

The Company realized the importance of implementation of good governance principles which is a driving force to the success of the Company so we have set the Company’s policy of the corporate governance to be in line with the Principles of Good Corporate Governance for Listed Companies 2012 published by the Stock Exchange of Thailand (SET).

The Company’s policy on the corporate governance are presented in 5 categories;

I Rights of Shareholders

The company gives the importance to the rights of shareholders. Therefore, it encourages shareholders to exercise their rights. Basic shareholder rights are rights to 1) buy, sell, or transfer shares 2) share in the profit of the company 3) obtain relevant adequate information on the company in a timely manner and regular manner 4) participate and vote in the shareholder meetings to elect or remove members of the board, appoint the external auditor and make decisions on any transactions that affect the company such as dividend payments, amendments to the company’s articles of association or the company’s bylaws, capital increases or decreases, and the approval of the extraordinary transactions, etc. The Company has implemented the policy to encourage and facilitate shareholders by the following practices;

  1. The Company provides shareholders, at least 7 days in advance of meetings or in a period specified by laws and regulations, with the information on the date, time, venue and all agenda items with complete support data. The Company also informs shareholders of the criteria and the procedures governing shareholders meetings and provides the list of the independent directors so that shareholders are able to vote by proxy in case if they cannot vote in person. In addition, all information regarding shareholders meetings will be posted on the SET’s website and the Company’s website, in advance of meetings;
  2. Prior to the meetings, the Company informs shareholders of the procedures to vote and count votes and the chairman of the meeting allocates the appropriate time for discussion and encourages shareholders to express their opinions and ask questions. The directors and related executives will attend shareholders meetings to answer questions and hear opinions from shareholders. The Company will allow shareholders to send their questions prior to the meeting date;
  3. In the case if there are many agenda items in one agenda, such as appointment of directors, the Company will arrange voting item by item;
  4. After the meetings, the Company provides complete and accurate minutes of meetings stating voting procedures, questions and answers and resolutions (including agree votes, disagree votes and no votes) as well as list of directors who attend and do not attend meetings. The resolutions of meetings will be posted on the SET’s website in the day of meetings or by next day at 9 o’clock at the latest. Minutes of meetings will be submitted to the SET within 14 days after meeting day and published on the Company’s website.
II Equitable Treatment of Shareholders

All shareholders, including those with management positions, non-executive shareholders and foreign shareholders are treated in an equal way. The Company implemented the policy by the following practices;

  1. The Company issues letter of invitation to shareholders in Thai and English version;
  2. The Company proceeds the meetings following notified agenda items in the letter of invitation. The Company will not add any agenda items without notifying shareholders in advance, especially if it is an issue that will require shareholders to spend a good deal of time to study relevant information before making their decisions;
  3. The Company provides minority shareholders opportunities to nominate candidates for director positions via the Chairman of the Board of Directors with support information, candidates’ qualifications and their consent by compliance the Company’s regulations;
  4. For the sake of transparency and future reference, the Company encourages the use of voting cards for every agenda item. Voting cards will be collected and counted at the meetings;
  5. The Company gives the importance to provision of the complete, accurate and up-to-date disclosed information to all shareholders via the SET’s and the Company’s websites;
  6. The Company sets procedures to prevent the use of inside for abusive self-dealing of directors and executives or other shareholders;
  7. Directors who are stakeholders might have conflict of interest in any agenda item, they are not allowed to involve with such item.
III Role of Stakeholders

The stakeholders of the Company include, but are not limited to, customers, employees, partners, shareholders, or investors, creditors and community where the Company operates in, as well as competitors and external auditors. The Company set the policy on fair treatment for each and every stakeholder. We believe that good relationship with the stakeholders is a driving force to the sustainable success of the Company.

1. Shareholders
  1. The Company has the duty to encourage shareholders to use their rights as the basic rights such as the rights to sell, buy or transfer shares, to share in the profit of the Company, to obtain relevant adequate information, to vote in shareholders meetings to elect or remove members of the Board, appoint the external auditors and make decisions on any transactions that affect the Company such as dividend payments, amendments to the company’s articles of association or the company’s bylaws, capital increases or decreases, and the approval of the extraordinary transactions, etc.
  2. The Company has the duty to encourage shareholders to use their rights in any agenda items such as the right to nominate the candidates for director positions, the right to express their opinions and query directors in the meetings, etc.
  3. The Company has the duty to restrain any action that can be considered in violation of shareholders’ right to study the Company’s information such as not providing shareholders, in advance of meetings, with important information and adding important agenda or information without notifying shareholders prior to the meetings, etc.
2. Employees
  1. The Company provides rewards for the employees fairly with reference of their performance complying with the Company’s indicators;
  2. The Company has the policy to develop the human resources by providing them internal and external trainings;
  3. The Company has the duty to maintain the hygienic working environment which is an important factor for the employee efficiency and safety;
  4. The Company has the duty to preserve the employees’ privacy by not disclosing their private information such as salary, treatment history to the public, unless that information must be disclosed by laws and regulations;
3. Customers
  1. The Company has the duty to build great and long-term relationships with the customers with honesty and integrity;
  2. The Company emphasizes on creating the customer satisfaction and confidence in the products and services quality and safety with regard to the agreed condition compliance;
4. Partners and Creditors
  1. The Company operates the businesses on equality and honesty basis. It strictly abides by laws and mutual agreement to maintain great relationships with the partners and creditors;
  2. The Company will maintain the ethical standards in the business operation by taking anti-bribery and anti-corruption approach on business dealing with partners;
5. Competitors
  1. The Company supports and encourages the implementation of free trade and fair trade policies;
  2. The Company will deal with competitors in business by complying with laws. The Company will not allow unfair business practices such as rebating or kickbacks;
6. Governmental Organizations
  1. The Company has the duty to comply with laws and regulations concerning the Company’s businesses;
  2. The Company gives the importance to transparency and honesty in business contacts with government officials. We set out the anti-bribery policy to prevent acts of bribery and corruption;
7. Environment, society and community
  1. The Company operates the business with perspectives of environmental responsibility, natural resources preservation and effective energy consumption;
  2. The Company adheres to the business operation with concerns of quality of life, society and community to strictly comply with laws and regulations;

Furthermore, the stakeholders can submit a question or petition via the audit committee by mail to Dr. Dhas Udomdhammabhakdi, the auditor, by phone: 081-148-6455 or fax: 02-939-6190 or by e-mail: dhas.udomdhammabhakdi@gmail. Petitions will be kept confidential, investigated and solved. The result will be reported to the Board of Directors.

IV Disclosure and Transparency

The company realizes the importance of the disclosure of all important information relevant to the Company that must be correct, accurate and on timely basis and transparent. Amendments of information is published on the Company’s website regularly.

The Company has the policy to disclose the important company information, which includes vision and mission, business characteristics, list of the Board and Executives, financial statement, financial position, risk factor and risk management policy as well as risk measurement, direct and indirect shareholdings of the directors, major shareholders and executives, audit and other service fee and remuneration of the Board of Directors and the Executive Directors, etc., to the public.

Moreover, the Company is on the process of establishment of an investor relations unit to provide the Company information to shareholders, investors, analysts and public.

V Responsibilities of the Board

As of December 31, 2017, the structure of the management consists of the Board of Directors and 4 sub-committees which are the Audit Committee, the Risk Management Committee, the Executive Committee and the Nomination and Remuneration Committee to be responsible for the oversight and the highest long-term interest of the Company and all shareholders.

1. The structure of the Board

The structure of the Board consists of the directors with various qualifications, which are skills, experience, and expertise that are useful to the Company. The Board has the duty to determine all important executive issues. The directors have independence in expressing opinions and voting for any agenda items in the meetings to ensure the Company’s operations are conducted with accuracy, efficiency and transparency compliance.

As of March 31, 2017, the Board consists of 9 directors. 4 directors out of 9 directors are the independent directors which is equivalent to at least one-third of the Board size, but not less than. The independent directors are qualified by the SEC and the SET’s qualifications.

2. The Role and Responsibilities of the Board

The Board of Directors is responsible for reviewing and approving the Company’s key business matters such as the vision and mission, strategies, financial targets, risks, plans of action, and budget, also for monitoring the management’s implementation to ensure all activities are conducted in accordance with the set policy with efficiency and effectiveness. The directors perform their duties with thoughtfulness and consideration, for the best long-term interest of the Company.

3. The Board Self-Assessment

The Board self-assessment is conducted annually to allow all members of the Board to consider the Board’s performance and find ways to improve its efficiency.

4. Remuneration

The Company sets clear remuneration for the Board in accordance with the SEC’s announcement. The remuneration must be approved in the annual general meeting. If the Board is assigned to perform more duties and responsibilities such as being an audit committee, will be more paid. The remuneration will be comparable to the Company’s level of capacity and reflect the Company performance and contributions of each director.

5. The Board meetings

The Board meetings are conducted for monitoring, approving quarterly performance, report of the Audit Committee, report of the Company’s risks. Such matters approved in the meetings will be implemented by the Executive Committee for the best interest of the Company.

Meeting documents and agenda items will be provided by the secretary of the Board and sent to each director at least 7 days in advance of the meeting date. Recommendations and opinion of each sub-committee such as the Board, the Audit Committee and the Executive Committee will be written in the minutes of meetings. In general, the minutes of the meetings have been written and sent to directors as appropriate. The approved minutes are systematically maintained to provide the Board to track them.