Corporate Governance Policy

The Board of Directors of Grand Prix International Public Company Limited realizes that the good corporate governance is an important basis of corporate sustainability and a significant factor of business operation to ensure effectiveness, transparency and responsibility towards all stakeholders. For the past years, the Company strives for continuous development and promotion of good corporate governance by conducting business while considering the risk and responsibility towards all stakeholders together with the support of economically, socially and environmentally sustainable development.

Policy on Good Corporate Governance

Good corporate governance is the responsibility of directors, executives and employees at all levels to ensure that they perform their duties with responsibility, prudence and integrity under business code of conduct for effective business operation, competitiveness and good operating results. All groups of shareholders and stakeholders shall be treated fairly and equally. Internal data shall not be used for benefit of self and other. Information shall be disclosed transparently. Human rights shall not be violated. Our personnel shall have the neutral political stance and adhere to anti-corruption policy to support the management that focuses on sustainable growth.

Objectives of Good Corporate Governance
  1. Establish transparent management system with clear standards which fosters the Company’s competitiveness and operating results by taking account of long-term impacts; 
  2. Build reliability in ethical business operation, respect the rights of and be responsible towards all groups of domestic and international shareholders and stakeholders to enhance competitiveness; 
  3. Create performance measuring tools which can check and improve performance for better efficiency and adjustability under the changing factors; 
  4. Indicate the scope of responsibility of the committee and executives who have interest and all related parties so that the management can exercise their power within the clear scope and prevent possible conflict of interest; 
  5. Ensure that the performance is in compliance with the law, rules and regulations related to the Company’s regulations and the law on securities and exchange, rules and good practices of Securities and Exchange Commission (SEC); 
  6. Establish the system of effective use of resources by efficiently using them while taking account of social benefit and practically reduce negative impacts on the environment.
Good Corporate Governance

Principles of good corporate governance of the Company can be divided into 8 principles as follows:

Principle 1
Awareness of the Roles and Responsibilities of the Board of Directors as the Corporate Leader Creating Sustainable Value to the Company

The Board of Directors is the key part of good corporate governance consisting of experts in various fields who have expertise, experience, leadership, vision, and independency to make decisions. They shall dedicate their time to perform their duties with responsibility, prudence and integrity for the utmost benefit of the Company.

1.1 Roles, Duties and Responsibilities of the Board of Directors

Ensure good corporate management

  1. Determine clear and appropriate objectives and goals and review them at least once a year;
  2. Determine the policies, strategies, plan, and annual budgets, appropriately manage important resources with the management and supervise the management of directors and executives to ensure that they perform the assignments effectively;
  3. Determine policy on financial management and ensure that the Company has appropriate financial liquidity, ability to pay debts and has mechanism to deal with financial problems;
  4. Determine follow-up, performance assessment and report on performance on regular basis for the most effective and efficient results.

Create Sustainable Value to the Company

  1. Determine written business code of conduct in which the Board of Directors shall be the role model to raise employees’ awareness of business ethics;
  2. Determine written policy on good corporate governance in compliance with the law on securities and exchange, rules and good practices of Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand by assigning the Company Secretary to supervise, follow up and review the guidelines at least once a year; 
  3. Determine appropriate and sufficient internal control system to be implemented all over the Company by assigning the internal auditor to follow up and report the performance to the Audit Committee at least once a quarter, as well as assessing the efficiency of internal control system at least once a year; 
  4. Determine appropriate and sufficient risk management policy by assigning risk management working group to implement the policy, follow up and report the performance results to Risk Management Committee at least once a quarter; 
  5. Determine the guidelines for making transactions which may have conflict of interest between the Company’s stakeholders and disclose correct information which may have the conflict of interest; 
  6. Determine the written policy on social responsibility to promote and raise awareness of employees at all levels of social responsibility and reducing environmental impacts; 
  7.  Determine the written anti-corruption policy to promote and raise awareness of directors, executives and employees at all levels of the damage caused by corruption; 
  8. Ensure the above policies are communicated to directors, executives and employees of all levels for their understanding.

Ensure the operations are in compliance with the law and regulations

  1. Ensure the Company’s operations are in compliance with the relevant law, rules and regulations and the law on securities and exchange, rules and good practices of Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand pursuant to the Securities and Stock Act, B.E. 2535 (A.D. 1992), Section 89/7 – 89/10;
  2. Supervise the internal auditor to examine or audit the Company’s performance in accordance with the applicable law, rules and regulations.

Monitor that the Board of Directors and the management appropriately perform the assignments

  1. Appoint specific sub-committees as necessary to perform any tasks to ensure that significant matters shall be thoroughly considered which include
    (a) Audit Committee
    (b) Executive Committee
    (c) Nomination, Remuneration and Corporate Governance Committee
    (d) Risk Management Committee 
  2. Determine that the Board of Directors and sub-committees execute the board charter which clearly indicates their roles, duties and responsibilities and review them at least once a year;
  3. Appoint senior executives through consideration of the Nomination, Remuneration and Corporate Governance Committee and determine their roles, duties and responsibilities in writing; 
  4. Appoint an appropriate person to the Company Secretary by determining the qualifications, scope of duties and responsibilities of the Company Secretary in accordance with the law on securities and exchange, rules and good practices of Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand and other applicable laws; 
  5. The Company shall separate the roles and duties of the Board of Directors from those of the management as follows:
    Board of Directors shall be responsible for determination of the main objectives and goals for business operation, creation of corporate culture which adheres to the code of conduct, be the role model, take care of the or ganizational structure and performance of the Board of Directors to be appropriate for effectively achieving the main objectives and goals in business operation, nominate, develop, determine remuneration and assess the performance of Chief Executive Officer and determine remuneration structure as incentives for directors, executives and employees at all levels in conformity to the main objectives and goals of the Company.
    Board of Directors in collaboration with the management shall determine and review the strategies, goals and annual plans in conformity to the main objectives and goals of the Company, supervise and review risk management system and internal control system to ensure appropriateness and sufficiency, determine the power to approve which is suitable for the management’s responsibility, determine rules for resources management, personnel development, annual budgets, monitor and assess the performance to ensure conformity to the Company’s main objectives and goals.
    The management shall be responsible for daily administrative tasks to ensure compliance with the strategies, policies and plans approved by the Board of Directors by assigning Chief Executive Officer and the management to be responsible for decision-making in compliance with the Company’s rules and regulations without intervening the management decision unless it is necessary issues that the management shall propose for discussion or consideration. 
  6. Determine that the President and the Chief Executive Officer shall be different persons by clearly separating their roles, duties and responsibilities as follows:
    Roles, Duties and Responsibilities of the President
    6.1 Chair the Board of Directors’ Meeting and shareholders’ meeting;
    6.2 Direct, monitor and supervise to ensure that the Board of Directors performs their duties effectively to achieve the objectives, policies and main goals of the Company; 
    6.3 Ensure that all directors take part in promoting corporate culture consisting of the code of conduct and good corporate governance and be the good role model;
    6.4 Encourage the directors to employ appropriate discretion and express their opinions freely;
    6.5 Strengthen good relations between executive directors and non-executive directors and between the Board of Directors and the management as well as ensuring that the directors are not under the influence of the management.
    Roles, Duties and Responsibilities of the Chief Executive Officer
    The Chief Executive Officer shall perform daily management to ensure compliance with the strategies, policies, plans, and budgets approved by the Board of Directors. He/she shall perform the duties with responsibility, prudence and integrity within the scope of power assigned by the Board of Directors, and ensure that the senior executives and the executives shall perform their duty effectively
Principle 2
Determine the Company’s Main Objectives and Goals for Sustainability

The Board of Director has determined the main objectives and goals of the Company clearly and appropriately which shall be used as the guidelines for employees of all levels to work towards the same direction as well as determining the vision and mission of the Company, as well as strategies and annual plans that are suitable for the business model to create value to the business, customers, all stakeholder, and overall society in conformity to creation of sustainable value.

Principle 3
Promote Effective Committee
3.1 Structure of the Board of Directors

The Board of Directors is the key part of good corporate governance consisting of experts in various fields who have expertise, experience, leadership, vision, and independency to make decisions. They shall dedicate their time to perform their duties with responsibility, prudence and integrity for the utmost benefit of the Company under the main objectives and goals determined by the Company.

3.2 Sub-Committees

The Board of Directors appoints sub-committees to perform specific tasks as necessary. The roles, duties and responsibilities of the Board of Directors, sub-committees and the management are clearly separated by clearly determining the levels of power to approve financial matters to ensure that important matters shall be thoroughly considered prior to being proposed to the Board of Directors.

3.3 Nomination of the Board of Directors and Subcommittees

Rules and Procedure for Nomination of the Board of Directors

The Board of Directors has assigned the Nomination, Remuneration and Corporate Governance Committee to nominate and select the directors according to transparent and clear rules and procedures in accordance with the Company’s regulations, regulations of SEC and the Stick Exchange of Thailand.

  1. The Board of Directors has the policy to grant equal rights to all shareholders to nominate candidates for nomination of new directors in advance by determining the rules and conditions on nomination which shall be published on the Company’s website.
  2. Appointment of directors shall be in accordance with the Company’s rules and provisions of the applicable laws One shareholder shall have one vote for one share they hold. Each shareholder may exercise all voting rights they have to elect one or many directors but they cannot divide their votes to any candidate.
  3. Nomination, Remuneration and Corporate Governance Committee shall review the structure and qualifications of the Board of Directors and sub-committees to ensure suitability for the Company’s business operation. 
  4. Nomination, Remuneration and Corporate Governance Committee shall consider remuneration and corporate governance, review the rules and procedures of nomination transparently and clearly.
    • Consider the names of directors who shall be dismissed upon the expiration of term and the names of the persons nominated for election as directors;
    • Consider the persons nominated to be directors to ensure that they do not have any prohibited characteristics as prescribed by the law or SEC regulations and good practices, have good work history, knowledge, skills, experience, and specialization which are necessary for supporting the Company, and not conduct any business with the similar nature and competitive with the Company’s business. 
  5. Nomination, Remuneration and Corporate Governance Committee shall determine succession plan of directors, Chief Executive Officer and key executives of the Company.

Rules and Procedures for Nomination of Sub-Committees

Nomination, Remuneration and Corporate Governance Committee shall screen the persons on the basis of principles and methods indicated in the Company’s rules by selecting the persons having knowledge, abilities and qualifications as announced by SEC and the Stock Exchange of Thailand in nomination and selection of sub-committees in case of dismissal upon expiration of term or vacancy to propose the qualified persons to the Board of Directors for further appointment.

3.4 Determination of Remuneration for the Board of Directors and Sub-committee

The Board of Directors has assigned Nomination, Remuneration and Corporate Governance Committee to consider structure and rate of remuneration in accordance with the level of responsibilities to attract directors to lead the Company to achieve the short-term and long-term objectives and goals.

3.5 Determination of Responsibility for Performance and Appropriate Time Management

The Board of Directors supervises and ensures that directors understand their roles, duties and responsibilities by determining the rules that executive directors may take directorship in not more than 3 listed companies and non-executive directors shall take directorship in not more than 5 listed companies by taking account of work efficiency and appropriate time management for working at the Company. Each director shall attend at least 75 percent of all Board of Directors’ Meetings held in a year.

3.6 Policy on Investment in Subsidiaries/Affiliated Companies

The Board of Director has determined the policy and operation of the subsidiaries and other businesses in which the Company significantly invests at appropriate level including other subsidiaries and businesses in which the Company invests for mutual understanding. The Board of Directors shall appoint the persons to assume the position of directors, executives or controlling persons at the subsidiaries to endure concordant operation with the parent company and monitor the operating results of the subsidiaries to be used as the information for making the Company’s consolidated financial statements according to the standard and in due time.

3.7 Group and Individual Self-Assessment of the Board of Directors and Sub-Committees in Group and Individually

The Board of Directors has determined the rules and arranged the group self-assessment of the Board of Directors and sub-committees and individual self-assessment of directors at least once a year using the assessment form as suggested by Thai Institute of Directors and the Stock Exchange of Thailand with following objectives:

  1. To be aware of problems and difficulties causing the performance failure to achieve the determined objectives in the previous year; 
  2. To ensure effective and efficient performance of the Board of Directors and sub-committee as they can be aware of their responsibilities; 
  3. To know how to employ knowledge, abilities and independency in expressing opinions of the Board of Directors;
  4. To improve the relationship between the Board of Directors and the management. The results of group and individual performance of the Board of Directors and sub committees during the accounting year 2019 can be summarized as follows:

Results of Group Assessment of the Board of Directors

Assessment Topics Results (Percent)
Structure and Qualification of Directors 92
Roles, Duties and Responsibilities of Directors 93
Meetings of Directors 93
Performance of Directors 95
Relationship with Administrative Division 97
Self-development of Directors and Development of Executives 94
Average Results 94

Results of individual Assessment of the Board of Directors

Assessment Topics Results (Percent)
Structure and Qualification of Directors 96
Meetings of Directors 96
Roles, Duties and Responsibilities of Directors 97
Average Results 96

Results of Group Assessment of Sub-Committees

Assessment Topics Results (Percent)
Audit Committee 100
Nominations, Remuneration and Corporate Governance Committee 99
Risk Management Committee 99
3.8 Trainings and Development of Directors

Orientation of New Directors

Orientation of new directors shall be determined for creating knowledge and understanding of the nature of business operation to prepare and support effective performance of new directors in key matters such as business structure, director structure, corporate structure, scope of power and duties, and responsibilities, and the laws related the Company’s business and understanding of the objectives, main goals, vision, and mission of the Company, as well as the nature of business and work guidelines.

Knowledge Development of Directors

The Company promotes and encourages the directors to attend seminars on regular basis such as the seminars organized by Thai Institute of Directors, the Stock Exchange of Thailand, SEC, or other independent organizations to improve their knowledge and performance for the benefit of more effective work.

Knowledge development of directors in 2019 is as follows:

No. Name Position Results (Percent)
1 Dr. Dhas Udomdhammabhakdi Independent Director
  • Strategic Board Master Class (SBM) 7/2019
  • Advance Audit Committee Program (AACP) 33/2019
  • Corporate Sustainability Strategy S01-S06/2019
2 Mr. Peeraphong Eamlumnow Executive Committee Member
  • Corporate Governance for Executives (CGE) 15/201
  • Executives with sustainability reports and social compensation 2/62
3 Miss Khwanchanok Aula-aiem Accounting and Finance Director
  • Chief Financial Officer Certification Program
  • Strategic CFO in Capital Markets Program
3.9 Board of Directors’ Meeting

The Board of Directors has determined that the Company Director shall prepare sufficient and appropriate meeting documents, send out invitation to directors at least 5 days prior to the meeting date, determine the meeting schedule and agendas for the Board of Directors’ Meeting in advance on annual basis so that the directors can arrange their time and attend the meeting regularly. The Board of Directors’ Meeting shall be arranged at least 6 times per year and there may be special meetings as necessary. Each meeting shall be attended by at least two-thirds of all directors to constitute a quorum.

Each sub-committee’s meeting shall be arranged as necessary and appropriate, the meeting schedule and agendas shall be determined for each sub-committee meeting in advance on annual basis. The secretary of each sub-committee shall send the meeting documents to the directors and participants in advance at least 5 days prior to the meeting date. Each meeting shall be attended by at least two-thirds of all directors to constitute a quorum.

Principle 4
Nomination and Development of Top Executives and Personnel Management
4.1 Management Structure

The top executives consist of the Chief Executive Officer, Chief Operating Officer, and Department Manager who have the roles, duties and responsibilities for daily management of the Company by taking account of the environment to ensure that the Company’s operation is in conformity to the plans, objectives and short-term and long-term main goals.

Top executives shall have knowledge, abilities and experience that are useful for the Company’s business operation, have outstanding work history, qualifications and not have prohibited characteristics as stipulated the law on public companies and related law. Also, they shall not have any characteristics which reflect the lack of qualifications to be assigned to manage the Company.

The Board of Directors has determined the number of listed companies in which the Chief Executive Officer and each top executive can assume the position to suit the nature and business condition of the Company which shall not exceed 3 listed companies by taking account of work efficiency to ensure that top executives can dedicate their time to work for the Company appropriately.

4.2 Nomination of Top Executives

Rules and Procedures for Nomination of Top Executives

The Board of Directors has determined that Nomination, Remuneration and Corporate Governance Committee, in collaboration with the Chief Executive Officer, shall consider the rules and procedures for nomination, appointment and remuneration for the Company’s top executives. The succession plan shall be made to prepare the succession process of top executives or potential executives by selecting the persons having knowledge, skills and experience which are necessary for supporting the Company to achieve the determined objectives and goals.

4.3 Determination of Remuneration for Top Executives and Employees

The Board of Directors has assigned Nomination, Remuneration and Corporate Governance Committee to consider structure and rate of remuneration in accordance with the level of responsibilities to attract top executives and employees to lead the Company to achieve the short-term and long-term objectives and goals.

4.4 Performance Assessment of Top Executives and Employees

Performance Assessment of Top Executives

Nomination, Remuneration and Corporate Governance Committee has determined the performance assessment form for top executives in which 2 parts of performance shall be assessed as follows:

  1. Assessment of work achievement by using KPI which is in line with the objectives and goals 
  2. Assessment of main behaviors which are important for operation and conform to the corporate value

Nomination, Remuneration and Corporate Governance Committee shall assess the performance and determine annual remuneration of the Chief Executive Officer prior to proposing it to the Board of Directors for consideration. The Chief Executive Officer shall assess the performance of top executives ranging from the Chief Operating Officer and Department Manager. Then, the opinions shall be proposed to Nomination, Remuneration and Corporate Governance Committee prior to being presented to the Board of Directors for further consideration.

Assessment of Performance of Supervisors and Operational Employees

Chief Executive Officer has assigned Human Resources Manager to make the performance assessment form for supervisors who are Department Managers and Division Chief and operational employees. The assessment criteria shall be in accordance with the overall KPI of the Company. The performance assessment shall be conducted once a year.

The Company has determined that the Department Managers shall assess the performance of their subordinates ranging from Division Managers and supervisors. Division Managers and supervisors shall assess the performance of operational employees under their chain of command. Human Resources Manager shall conclude the assessment results and present them to Chief Executive Officer for consideration of salary adjustment.

4.5 Development of Top Executives

The Board of Directors has determined that all new top executives shall attend the orientations to build knowledge and understanding of the business nature for preparation. Human Resources Manager shall coordinate all matters and encourage Chief Executive Officer and top executives to attend training and seminars organized by Thai Institute of Directors, the Stock Exchange of Thailand, SEC, or other independent organizations to improve their knowledge, skills and essential characteristics for moving the Company towards the determined goals.

4.6 Human Resources Management

The Company emphasizes the importance of human resources management to effectively respond to the changing business, economic and environmental situation. The Company aims at fostering the readiness of the personnel to ensure that they have integrity, good quality of life, safe living, and opportunity to develop their knowledge and abilities to move the Company towards the achievement for sustainable growth.

Principle 5
Promote Innovations and Operate Business Responsibly

The Board of Directors emphasizes and supports the creation of innovations which give values to the Company together with creating benefit to customers, suppliers or related parties. The Company shall be aware of social and environmental responsibilities. Our innovations shall not support inappropriate behaviors or illegal activities or violate the Company’s business code of conduct.

5.1 Creation of Innovations

Creation of innovations is the process of changing existing products to make them different and better than the competitors by using cutting-edge manufacturing technology, use low energy and reduce environmental impacts. More importantly, the Company focuses on developing the personnel to have creativity for sustainable development so that they can accommodate the changing innovations in accordance with the Company’s main goals.

Creation of Corporate Culture to Boost Creation of Innovations

The Company provides personnel development training to foster their creativity in innovation making. The management shall take it as part of strategies review, development planning, operation improvement, and operating result monitoring for more effective manage of those innovative procedure.

5.2 Business Code of Conduc

The Board of Directors has determined the business code of conduct as the guidelines for directors, executives and employees at all levels to work effectively and transparently with the aim of building reliability among stakeholders for the benefit of sustainable value of the Company. The business code of conduct consists of (1) Code of conduct on responsibilities towards the Company, (2) Code of conduct on responsibility towards shareholders, (3) Code of conduct on responsibility towards employees, (4) Code of conduct on responsibility towards customers, (5) Code of conduct on responsibility towards suppliers, (6) Code of conduct on responsibility towards trade competitors, (7) Code of conduct on responsibility towards accounts payable, (8) Code of conduct on responsibility towards financial institution creditors, (9) Code of conduct on responsibility towards supervising authorities and government agencies, and (10) Code of conduct on responsibility towards the society with an emphasis on social, environmental, educational, and sport issues.

5.3 Effective Resources Management

Energy Management

  1. Determine that energy conservation is part of the Company’s operation for development of appropriate energy management system;
  2. Improve efficiency of the Company’s consumption of energy to conform to the relevant business and technology as well as good practices; 
  3. Determine that energy conservation is the responsibility of executives and employees at all levels shall collaborate in complying with the determined standards; 
  4. The Company shall provide necessary support, including human, technological, budget, training resources, and take part in expressing opinions for development of energy work.

Procurement Management

All procurements shall result in the receipt of products and services in accordance with the specifications in terms of quality, price, quantity, service time, delivery time by taking account of the Company’s policy on quality, safety, occupational health, and environment. The Company shall not take advantage of suppliers. Bidding shall be conducted fairly and equally with all suppliers. The Company shall equally maintain the business relationship with suppliers by not demanding any property or interest either directly or indirectly from suppliers without any exception. Procurements shall be done by carefully considering the interest and possible damage to the Company to reputation and image of the Company in the eye of the outsiders.

5.4 Informational Technology Management
  1. Determine the policy on information technology management which covers allocation of sufficient resources for business operation as well as compliance with the law, rules, regulations, and standards applicable for information technology system; 
  2. The Company has data protection regulations and indicates the standards of data protection system covering confidentiality, reliability maintenance and availability of the data. Data shall be prevented from unauthorized usage or modification which shall be observed by all employees;
  3. The Company shall assess the risk of information technology covering various aspects of risk management by analyzing internal and external risks to reduce them;
  4. The Company emphasizes the importance of disclosure of its information to the public which shall be in compliance with the Company’s code of conduct and Computer Crime Act and related laws to ensure order and utmost benefit as well as preventing possible problems which may occur to the Company and related persons.
5.5 Social, Community and Environmental Management

The Company aims at conducting its business under good governance policy and has determined that social responsibility is part of its business code of conduct. Social responsibility policy has been determined as follows:

  1. Strive for conducting business ethically and with social responsibility; 
  2. Strive for developing overall community and society in terms of economy, society, community, and environment; 
  3. Respect the law and human rights without discrimination in terms of differences in race, nationality, religion, and culture; 
  4. Encourage employees to have public mind and raise aware of social responsibility for the public benefit; 
  5. Promote activities that give sustainable benefit to the community, society and environment;
    (5.1) Corporate activities are the activities that develop the skills of directors, executives and employees of all levels, create knowledge within the Company, encourage employees to take part in sharing opinions about the Company, and promote environmental conservation in the Company;
    (5.2) Community activities are the activities which are in line with the Company’s business operation and give the real long-term benefits to the society, community and environment, promote educational development and lifelong learning, develop the quality of life of people in communities in which the Company operates its business as well as the society as a whole, help the society, promote learning, and raise awareness of social responsibility.
Principle 6
Ensure Appropriate Risk Management and Internal Control System
6.1 Risk Management and Internal Control

Risk Management

The Company aims at preventing and reducing possible risks by analyzing and reviewing risk factors which may affect the business operation, seek opportunities under acceptable risks, follow up the results of unacceptable risk management to achieve the Company’s business goals and ensure that the Company has sufficient and effective risk management.

Risk Management Committee has performed the duties as assigned to manage and reduce risks, regularly assess risks, supervise unacceptable risks, and follow up to ensure sufficient and appropriate risk management system to prevent and reduce possible impacts in the future in accordance with good corporate governance principles. In addition, corporate risk management working group has been formed, consisting of Chief Operating Officer and Department Managers of all units, totally 10 persons at minimum, to manage risks in each division with regular monitoring.

Internal Control

The Board of Directors has determined that the Company shall have appropriate and sufficient internal control system, assess and follow up the issues regularly. Independent internal auditor shall report operating results to Audit Committee on the basis of internal audit standards for the utmost benefit of the Company and acceptability among all stakeholders. The following guidelines are determined:

  1. Arrange appropriate control environment; 
  2. Arrange appropriate internal control activities;
  3. Arrange appropriate, reliable, and timely information technology and communication system; 
  4. Arrange appropriate follow-up and assessment system.
6.2 Stock Trading and Use of Insider Information

Directors, executives and all employees shall comply with the prohibitions of insider trading indicated in the Securities and Exchange Act, B.E. 2535 (A.D. 1992), Section 241.

In addition, the Company determines that directors and executives shall make and submit the reports on the change of holding of securities and futures contract (Form 59) of theirs and their spouses or partners, and minor child who hold more than 30 percent of all voting rights in accordance with the form of change of securities holding to the change of securities holding report system on SEC’s website (https://www.sec.or.th) or notify of the change to the Company Secretary for submission to the above system each time of the change.

The Company has determined that directors and executives as well as the persons holding the executive positions in accounting or financial section from Department Manager or higher and equivalent and related operational employees who receive the internal information which is the subject matter with possibility to affect the change in securities price or value shall suspend their offer to buy or sell or inviting other to buy or sell the Company’s securities either directly or indirectly within 30 days prior to and until the date of announcement of the Company’s quarterly and annual financial operating results.

6.3 Prevention of Conflict of Interest

The transactions which may have the conflict of interest shall be made for the benefit of the company and the shareholders as a whole and shall be in accordance with the regulations of SEC and the Stock Exchange of Thailand as well as other applicable law. Therefore, each transaction making shall be thoroughly considered and screened by the Audit Committee prior to being proposed to the Board of Directors for approval. Directors who hold interest shall not take part in the consideration in accordance with the rules and procedures determined by SEC.

6.4 Related Transactions and Transactions Related to Acquisition or Distribution of Assets

The Board of Directors has determined the measures and procedures for approval of related transactions and transactions related to acquisition or distribution of the Company’s assets to ensure compliance with the regulations of SEC and the Stock Exchange of Thailand as well as other applicable law. Persons who hold interest or may have conflict of interest shall not approval any transactions related to them. Determination of price or remuneration shall be in accordance with the normal course of business and general trade conditions which shall be approved by Audit Committee prior to being proposed to the Board of Directors and/or the shareholders’ meeting for approval. Such transactions shall be disclosed in accordance with the rules and procedures determined by SEC.

6.5 Report on Interest of Directors and Top Executives

The Company has determined the rules, conditions and procedures for report on interest of directors, executives and related persons in accordance with Section 89/14 of Securities and Exchange Act, B.E. 2535 (A.D. 1992), as amended by Securities and Exchange Act (No. 4), B.E. 2551 (A.D. 2008), which requires directors and executives to report the Company of their interest or the interest of other related persons within the period and by the method identified by the Company as follows:

First Report

Any change of the Company’s securities holding (including the holding of spouses or minor child) shall be notified to change of securities holding report system (Form 59) on SEC’s website (https://www.sec.or.th) within 7 days from the date of closure of securities sale offer or notify of the change to the Company Secretary for submission to the above system each time of the change.

Report upon the Change

The first for directors and executives (including the holding of spouses or minor child) shall be notified to change of securities holding report system (Form 59) on SEC’s website (https://www.sec.or.th) within 3 days from the date of closure of securities sale offer or notify of the change to the Company Secretary for submission to the above system each time of the change.

6.6 Anti-Corruption

Anti-corruption Policy

Directors, executives and employees of the Company and the subsidiaries shall not act or accept any form of corruption either directly or indirectly for the benefit of self, family, friend, acquaintance, either as receivers or givers of the monetary or non-monetary bribe. Anti-corruption policy covers the business and all internal and external units related to the Company and the subsidiaries by having the assessment of performing anti-corruption policy on regular basis as well as reviewing the guidelines and regulations to ensure conformity to the change of business, the Company’s rules and regulations and legal provisions.

Guidelines for Practices

  1. The Company’s anti-corruption measures shall be the obligations of directors, executives and employees at all levels. They shall adhere to and comply with the determined measures and shall not ignore the guidelines prescribed herein. In the event of any violation or non-compliance of the above rules which causes damage to the Company, the person committing such violation or non-compliance shall be punished in accordance with the Company work rules. 
  2. The Company shall provide justice and protect employees who report corruption cases in relation to the Company by implementing whistleblower or corruption reporter protection measures as indicated in the rules and regulations on whistleblowing or complaint filing of stakeholders. 
  3. The Company’s directors, executives and employees at all levels who commit corruption shall be considered as violating the business code of conduct and are subject to disciplinary punishment as determined by the Company with the possibility to be legally punished if the actions are illegal. 
  4. The Company realizes the importance of sharing knowledge and understanding of compliance with this anti-corruption policy with other parties who have to work in connection with the Company or cause impacts on the Company. 
  5. The Company shall communicate anti-corruption policy through director orientation program, employee orientation program and seminars held within the Company on appropriate occasions to encourage employees to work with integrity, be responsible for their duties and to ensure that the business is operated under corporate code of conduct. 
  6. The Company determines that directors, executives and employees at all levels shall report any actions which is against or may be against the principles given in the anti-corruption manual. In case of any questions about the practices in this anti-corruption manual, employees shall initially consider by themselves whether such actions.
    • Are correct;
    • Are acceptable and disclosable to the society;
    • Will damage the Company’s reputation;
    Or directly ask the superior, Human Resources Department and the Company Secretary.
6.7 Good Practices Related to Anti-Corruption Measures

To ensure clear practices related to the matters with high risk of corruption, the Company has determined the policy and practices related to the following matters:

Political Neutrality and Assistance:

The Company has the policy on political neutrality without giving financial or resources support, or performs any actions which may favor any politicians or political parties either directly or indirectly.

Receiving and Giving of Gifts, Hospitality Fees, Service Fees, or Other Interests:

The Company has determined that “receiving and giving of gifts, hospitality fees, service fees, or other interests shall be done by taking account of tradition and culture without excessive value and shall not be the omission of duties which may lead to corruption problems”.

Charitable Donations:

Company has determined that “charitable donations shall be proved as being done for giving assistance and support to the community and society with clear evidence and shall not be the route for any kinds of corruption”.

Financial Support:

The Company has determined that “giving monetary support shall be proved as being done for fostering success of the project, for business public relations, or for the objectives of operation in transparent and legal manner without being used as an excuse for bribery”.

6.8 Whistleblowing and Complaints

The Company expects that directors, executives and all employees shall report in good faith to the Company about any performance which is or may be in conflict with or in discordance with good corporate governance, business code of conduct, or related law for improvement or correction.

Scope of Whistleblowing or Complaints

In case of any doubts or any actions which may violate the good corporate governance and business code of conduct, violation of rules and regulations of the Company, unfair treatment at work, corruption, illegal actions which cause damage to the Company.

Whistleblowing or Complaint Channels

  1. Complaint box installed within the Company 
  2.  The Company’s web page under “Corporate Governance > Complaint Channel and Complaint Management Procedure” 
  3. Representative assigned by the Audit Committee who is
    Dr. Dhas Udomdhammabhakdi
    Tel.: 08-1148-6455 or Fax: 0-2393-6190
    E-mail: dhas.udomdhammabhakdi@gmail.com

Measures to Protect Whistleblowers or Complainants

  1. The Company shall conceal the names, addresses or other information which can identifies the complainants or whistleblowers and shall keep the information of complainants or whistleblowers confidential. 
  2. In case of complaints against directors, the Audit Committees shall protect the whistleblowers or complainants, witnesses, and persons giving information for investigation from any trouble, danger or unfairness. 
  3. President of the Audit Committee shall consider giving orders as deemed appropriate to protect the whistleblowers or complainants, witnesses, and persons giving information for investigation.
  4. President of the Audit Committee may assign any executive to act on his/her behalf in protecting the whistleblowers or complainants, witnesses, and persons giving information for investigation. The assigned executive shall not have any involvement in the complained matters either directly or indirectly.
Principle 7
Maintain Financial Reliability and Information Disclosure

The Board of Directors shall be responsible for ensuring that financial reports and disclosure of important information are correct, complete, timely, transparent, and equal in accordance with the relevant rules, standards and practices.

7.1 Maintenance of Financial Reliability
  1. The company has determined that Accounting and Finance Department shall make and disclose financial information. The persons in charge of disclosure shall have knowledge, skills and experience which are eligible for the duties, responsibilities and sufficient in number. The Company has indicated that the persons in charge of financial information disclosure include Chief Executive Officer, Accounting and Finance Director, and the Company Secretary.  
  2. The Company emphasizes financial reliability in financial information disclosure by taking account of the following factors: (a) Results of sufficiency assessment of the internal system (b) Auditor’s opinion about the financial statements (c) Audit Committee’s opinion (d) Conformity to the Company’s objectives, main goals, strategies, and policies 
  3. The Company has determined the record of transactions in correct, complete and accountable manner in accordance with general accounting standards and applicable laws. Related personnel shall adhere to the principles of integrity. Transactions shall be recorded correctly and accounting and financial report shall be correct without any false items. Employees at all levels shall comply with the rules and regulations of the applicable law.
7.2 Information Disclosure

Information Disclosure Policy

Disclosure of information to the third party shall be appropriate, timely and sufficient for decision-making. Users shall have equal access to the information, and the information shall always be updated through the determined channels to protect main information and information which affects the Company’s securities price.

Communication Policy

It has been determined that some information can be communicated under the information disclosure policy in correct, clear, timely, and fair manner to all parties. Inappropriate words or patterns shall not be used as it may cause misunderstanding about the Company’s securities. Accurate information shall be communicated all over the organization to ensure compliance with the policy.

Guidelines for Information Disclosure

The Company has the policy on correct information disclosure which shall also be sufficient for investors’ decision-making through the Company’s website for users to have equal access to the information, and the information shall always be updated through the determined channels.

Persons who are authorized to disclose the Information

The Company has assigned the following executives to have the power to and be in charge of disclosing information to the public, press release, information dissemination, answering questions of shareholders, investors and securities analysts:

  • President 
  • Chief Executive Officer
  • Chief Operating Officer 
  • Chief Financial Officer

Exemptions of Disclosure

The information which shall not be disclosed includes trade secret or the information which, upon disclosure, may cause the loss of benefit and competitiveness, or inconclusive information or information under negotiation which is subject to change and affects the Company’s securities price prior to disclosure of the financial statements to the Stock Exchange of Thailand, and the information slandering trade competitors

Communication Channels

The Company shall be disclosed through the following channels:

  • Website of the Stock Exchange of Thailand 
  • Other key information shall be disclosed on website: http://investor.grandprix.co.th. 
  • Other communication channels e.g. shareholders’ meeting, analyst meeting, investor conference, roadshow, company visit, and other investor relation activities as deemed appropriate
  • Press release and press conference 
  • Investor relation contact at 0-2522-1731 to 8 Ext. 309 or E-mail: ir@grandprix.co.th
7.3 Report on Social and Environmental Responsibility

The Company conducts its business based on the business code of conduct with responsibility and respect for the right of all stakeholders as well as social, community and environmental responsibility. Therefore, the policy on social and environmental responsibility has been determined to ensure the same business direction under the corporate culture as follows:

  1. Ethically conduct the business with social and environmental responsibility;
  2. Comply with the law, human right, and equality without discrimination on race, nationality, religion, and culture by implementing fair management and promoting sustainable development; 
  3. Encourage employees to have public mind and continuously raise awareness of social and environmental responsibility for the public benefit without expectations of any return; 
  4. Promote activities which give sustainable benefit to the society, community and environment both inside and outside the organization.
7.4 Implementation of Technology in Information Dissemination

The Board of Directors encourages the use of information technology in information dissemination in addition to dissemination as required by the regulations and through SET channel. The Board of Directors has determined that the information shall be disseminated in both Thai and English language on the Company’s website to ensure the most up-to-date information.

Principle 8
Support Participation and Communication with Shareholders

The Company realizes the importance of shareholders and respects the rights and equality of all shareholders as prescribed in the Company’s articles of association and other applicable law.

8.1 Shareholders’ Meeting, including
  • Ordinary shareholders’ meeting: held within 4 months from the end date of the Company’s accounting period 
  • Extraordinary shareholders’ meeting: held for consideration of urgent matters such as the matters required by the law to be approved by shareholders; meeting prior to action.

Shareholders’ Meeting Invitation

The Company shall send shareholders’ meeting invitation along with related documents and disseminate them on the Company’s website at least 30 days prior to the meeting date both Thai and English version for shareholders to have sufficient time to study the information. The invitation shall indicate (1) date, time and venue of shareholders’ meeting, (2) agendas, (3) objectives, rationales and opinions of the Board of Directors on each proposed agenda, (4) power of attorney, and (5) supporting documents e.g. procedure of voting, counting and notification of voting results.

Arrangement of Shareholders’ Meeting

The Company encourages all shareholders to exercise their basic rights as prescribed by the law. Shareholders’ meeting procedures are as follows:

Pre-shareholders’ Meeting Procedures

The Company shall present key information and news on the Company’s website e.g. quarterly and annual financial statements, annual registration statements (Form 56-1), annual report (Form 56-2), and shareholders’ meeting invitation at least 30 days prior to the meeting date and allow shareholders to propose agendas on the matters they consider as important and nominate the qualified persons to be appointed as new directors at least 3 months prior to the date of shareholders’ meeting through the Company’s website.

In-shareholders’ Meeting Procedures

The Company has implemented technology in shareholders’ meeting for shareholder registration, vote counting and display of the voting results to facilitate the meeting and ensure correctness and accuracy of the process. The President shall chair the shareholders’ meeting, ensure that the meeting is in accordance with the law and the Company’s rules and regulations, manage appropriate time for each agenda and give shareholders opportunities to express their opinions and ask questions about the Company to the meeting, promote independency, count or check votes, and record it in the minutes of meeting.

Post-shareholders’ Meeting Procedures

The Company shall clearly disclose the resolution of the shareholders’ meeting and voting result on each agenda by the shareholders’ meeting date or the next business date after the shareholders’ meeting date through the Stock Exchange of Thailand and make the correct and complete minutes of shareholders’ meeting and submit it to the Stock Exchange of Thailand within 14 days from the date of shareholders’ meeting both in Thai and English language, as well as making the AGM Checklist made by Thai Investors Association.

8.2 Communication with Shareholders

The Company has arranged the website to communicate key information and news between the Company and other parties e.g. shareholders, institutional investors, general investors, and allow them to have access to and ask questions equally. Information is classified to facilitate communication to all parties without making any group lose their investment opportunity. Information shall be correct and true.

8.3 Dividend Payment

The Board of Directors has determined the policy on dividend payment at not less than 50 percent of the net profit declared in the consolidated financial statements after deduction of income tax and all kinds of reserves as determined by the Company subject to the Company’s articles of association and applicable law.

Assessment of Good Corporate Governance

In 2019, the Company has improved the corporate governance code to conform to the Securities and Exchange Commission (SEC)’s amendment of good corporate governance in 2017 with the aim of being used as the guidelines for the Board of Directors to determine adjustment of the business according to the change in business situation and enhance competitiveness. In 2019, the pending matters are as follows:

Pending Matters Reasons
The Company should determine the policy on the minimum quorum of the meeting. At the time of the Board of Directors’ resolution, at least two-thirds of all directors shall be present. As the Public Companies Act, Section 80, indicates that “In the Board of Directors’ Meeting, at least half of all directors shall be present to make a quorum…”
The Board of Directors shall arrange the non-executive directors’ meeting without the presence of the management. The Company has arranged the non-executive directors’ meeting without the presence of the management but the information has not been released and indicated in the new corporate governance manual.
The Board of Directors’ meeting should be held more than 6 times a year. In 2019, five Board of Directors’ meetings were held, of which agendas effectively covered the Company’s operations and performance of the committees.
The policy on CEO’s short-term and long-term remuneration and performance result should be disclosed. No disclosure has been made.