The Board of Directors of the Company realized on the importance of the operations and the ways of practices which complied with Good Corporate Governance and had the efficient management system, transparency and be investigating to strengthen the confidence of all shareholders, investors and other stakeholders for the company operations. Thus the Corporate Governance Policy and Business Ethics which complied with the 2006 and 2012 Corporate Governance Principles of the Stock Exchange of Thailand have been provide for practices of directors, management and employees of the Company to materialize Company's goals in achieving accountability and transparency in all operations as follows.
1. Rights of Shareholders
The Company emphasizes and recognizes the importance of the rights of all shareholders equitably. The rights that the Company provides for its shareholders as fundamental are as follows:
- Rights to get share certificate, sell, purchase or transfer the Company's shares
- Rights to propose agenda and enquiries for the Shareholders' Meeting
- Participation in the Shareholders' Meeting (Before the Meeting Date, On the Meeting Date and After the Meeting Date)
- Appointment/Dismission of Directors of the Company and Approve their Remuneration
- Appointment of Auditors and approval of their remuneration
- Regularly and timely obtained adequate information, business performance and management policy.
- Getting profit.
2. Equitable Treatment of Shareholders
The Company realizes to protect and due care for the interests of all major and minor shareholders as fairly basis. In addition, the Company sets policy for equitably treatment to all shareholders for attending and vote in the shareholders' meetings, sharing in profits, obtained adequate information, business performance and management policy. In the shareholders' meeting, each shareholder shall have one vote on each share, the agenda of appointment of directors of which been appointed by individual. In every shareholders' meeting, the meetings were conducted to be in line with the agenda without any additional topic from what have been expressed in the invitation letter otherwise rights of the shareholders who could not participate in the meeting by themselves will be deprived.
The Company will inspect to ensure no inside information of which is material, undisclosed and confidential leak to public or be used from unauthorized for personal benefit. IT system has been implemented for a secure access for all users inside and outside the firewall in conjunction with the Company's own user authentication and security system. It was also set forth in the Company's Corporate Governance Policy to refuse directors, management and employees of the Company to use Company's inside information for personal benefits. The Directors and management of the Company had been informed on their duties and punishment regarding to report on securities holdings of themselves, their spouse and any minor children and the Company has set as a policy to report on securities holdings of directors in every meeting of the Board of Directors.
In case of conflict of interest, it is the Company's Policy to have the directors, management, employees and related parties to disclose such interests to the Audit Committee for consideration of the transaction to be complied to SET's regulations.
3. Roles to Stakeholders
The support from each stakeholder should increase the competitiveness and ability to generate more benefit for long-term succession. The Company realized the importance of all stakeholders i.e. shareholders, employees of the Company and its subsidiaries, customers, competitors, lenders, societies and environment. Thus, general rules and practices have been set for directors, management and employees to perform and disclosed as well as providing more channels for the stakeholders to contact directly to the Company in order to provide either comments or recommendations which will be benefit to the Company.
4. Disclosure and Transparency
The Company has strong determination to reveal accurate complete, consistent and updated information, both financial and general information that related to Company's business. The Complete, consistent and updated information will truly reflect Company's financial performance and future business direction. The Board of Directors has to ensure that the Company's disclosures are transparency and strictly complied by laws, Company's and any related regulations.
5. Roles and Responsibilities of the Board of Directors
The Board of Directors has at least 5 members, and there are 15 members at the present. The Board consists of Chairman, and other members of which more than one-half will be Non - Executive Directors. The Board composed of independent directors with at lease one-third of total numbers and shall at least 3 members. No less than one half of the total number of directors shall have residence within the Kingdom.
For best benefit of the shareholders and to strike a balance of power within the Company, the positions of Chairman of the Board of Directors and President must not be attained by the same person. Roles and responsibility of the management have been clearly classified.
The Board of Directors must take part in setting out the Company goals and carry out all the policies with an objective to optimize benefits to all shareholders and stakeholders without an obligation to personal benefits or any particular party. They must avoid all actions that may cause conflicts of interest between companies within the same umbrella. They have to operate the business with morality, responsibility, due care and integrity, as well as supervise the management to comply with Company's Objectives, Articles of Association, resolutions of the Board of Directors and shareholders' meeting along with rules and regulations stated by The Stock Exchange of Thailand and Office of the Securities and Exchange Commission (SEC).
Accepted business ethics and the Company's Code of Conduct may not cover every possible situation. Therefore, if problems arise, management and employees should consult with their authorized supervisor to ensure that appropriate action is taken.