Corporate Governance Policy

The Company conducts its business with responsibility and fairness. Therefore, the Company places importance on the principles of Good Corporate Governance which will enhance the Company’s competitiveness and business efficiency by aiming at achieving sustainable and stable growth in order to increase value to the Company, its shareholders, and stakeholders for the long run. Therefore, the Board of Directors has established the principles of good corporate governance as guidance for the management and employees.

In this regard, the Company has revised the Good Corporate Governance Policies to be in line with the Principles of Good Corporate Governance of the Securities and Exchange Commission (SEC) (CG Code) on 10 October 2019.

Good Corporate Governance Policies

1) Rights of the Shareholders

The Company recognizes and places importance on the rights of its shareholders as owners of the Company and avoids any action that violates or undermines those rights including protecting the benefits of the shareholders and encourages all shareholders, both domestically and internationally, majority shareholders, minority shareholders, and institutional shareholders, to exercise their rights which cover the basic legal rights e.g. right to purchase, sell and transfer shares, right to receive a proportion of the profit of the company, right to receive sufficient information, right to appoint and remove directors at shareholders’ meetings, right to appoint Company Auditors, right to vote on material matters of the Company such as; dividend payment, amendment of regulations, memorandums, capital increases, or reductions etc.

Other than the aforementioned fundamental rights, the Company has a policy to facilitate matters in relation to supporting shareholders to exercise their rights and attend the meeting as follows:

2) Equitable Treatment of Shareholders

The Company has a policy to treat all shareholders equitably and fairly regardless of managerial shareholders, non-managerial shareholder, Thai shareholders, foreign shareholder, major or minority shareholders in order to ensure the shareholders that the Board of Directors and management team has effectively managed investment of shareholders according to the following principles:

3) Roles of the Stakeholders

The Company realizes the importance of governing all stakeholders, for examples, shareholders, customers, competitors, partners, employees or creditors etc. Therefore, the Company sets up the policy on treatment of stakeholders by considering the rights of stakeholders in order to ensure that such rights are being protected and fairly treated. The Company also recognizes its responsibility to society, communities and the environment for sustainable development as well as anti-corruption and non-violation of intellectual property including respect for human rights and shall not perform any act that would violate such rights. Details of which are as follows:

4) Information Disclosure and Transparency

The Company has policies regarding information disclosure and transparency, whereby the disclosure of the Company’s material information, both financial and non-financial shall be accurate, complete, timely, and transparent to shareholders, investors, analyzers, and the general public. The Board of Directors is responsible to ensure adherence to laws and regulations regarding information disclosure and transparency. The Board of Directors shall disclose when there is a change of shareholding of the directors and executives in compliance with the Securities and Exchange Commission and Good Corporate Governance of the Company.

In addition, all directors and executives must file the Report of Changes in Security Holdings and report their conflicts of interest or those of their related persons in order to ensure that the directors and executives can perform their duties with honesty and transparency and build trust among shareholders and investors.

5) Responsibilities of the Board of Directors
6) Code of Conduct

The Board of Directors conducts business with adherence to integrity and fairness by establishing regulations regarding the code of conduct of the business in order to guide the function of the Board, management teams and employees to work with care and honesty along with adherence to business ethics and other laws and regulations. The Board of Directors arranges mechanisms to prevent any business conflict of interests to effectively and efficiently achieve the Company’s mission. In this regard, the Company encourages all directors, executives, and employees to study and strictly follow the code of conduct. Besides direct internal communication to the employees regarding the Handbook, the external stakeholders including shareholders, investors, and interested parties have access the Handbook via the Company’s website.

7) Other Policies related to Good Corporate Governance Policies

If the Board of Directors views that there are other policies that will enhance the good corporate governance of the Company other than those described in this document, the Board of Directors shall consider and approve such policies and publicize the information for all shareholders and investors through the Company’s website.