Corporate Governance Policy

The Company requires the equitable treatment of all shareholders, whether they are majority or minority shareholders, executive or non-executive shareholders, Thai nationals or foreign shareholders. By following these guidelines:

1. Send the shareholder meeting invitation letter, which includes the agendas and Board of Directors’ opinions, to SET; and announce the meeting agenda through the Company’s website in accordance with relevant guidelines, rules, and laws.
2. Set the guidelines and procedures for minority shareholders to nominate the qualification person to be a director by nominating the person through the Nomination and Remuneration Committee (NRC) in advance prior to the shareholder meeting date; and publishing about supporting information, candidates’ qualifications and their consent.
3. Set the clear guidelines for minority shareholders to propose the agenda in advance prior to the shareholder meeting date, for the fair and transparent consideration regarding whether to add such agenda.
4. Executive shareholders shall not propose the agenda without prior notification unless necessary, especially the important agenda that shareholders need to spend a good deal of time to study the information before making a decision.
5. In each shareholder meeting, the Company will provide opportunity for every shareholder equally. Prior to the start of the meeting, the chairman of the meeting will inform shareholders about the meeting rules, the vote casting procedures, the right to cast the vote according to each type of shares, and the shareholder vote counting procedures for each agenda.
6. On the election of director agenda, the Company will encourage the election of individual nominees.
7. Require directors who have conflicts of interest in any meeting agenda to report about their conflicts of interest regarding each agenda item at least before consideration of such agenda and record the conflicts into the minutes of such meeting. Moreover, the directors who have significant conflicts of interest shall abstain from freely participating in the discussion on that particular agenda item.
8. Establish the written guidelines for the safeguard and protection against abuse of inside information and communicate them to everyone in the company to comply. Every director and executive shall regularly submit to the Board a report on their ownership of the securities holding stipulated by law through the Company secretary so this information will be disclosed during the next board meeting and in the Company’s annual report.

The Company places importance on the rights of all groups of stakeholders, whether inside stakeholders such as shareholders and Company’s employees, or outside stakeholders such as business partners and customers, etc. The Company realizes that the supports and opinions from all groups of stakeholders will benefit the Company’s operation and business development. Therefore, the Company shall comply with the relevant law and rules, and establish the policy to treat each group of stakeholders in consideration of the rights of stakeholders in accordance with the law or agreement that they have with the Company, and shall not do anything that will violate such rights.

Additionally, the Company takes the rights of all stakeholders into the consideration by establishing the business conduct that directors, executives and employees of the Company will adhere to when acting on behalf of the Company, as follows:

Shareholders	:	The Company shall operate with transparency and efficiency to create sustainable value, by striving for good result and steady growth, for the long-term maximum benefits of shareholders; also disclose information to shareholders with transparency and trustworthiness.
Employees	:	The Company shall treat every employee with equity, fairness and appropriate remuneration. Furthermore, the Company places importance on regular employees’ skills, knowledge and aptitude development such as training, seminar, and workshop by providing every employee with an opportunity on an equitable basis, and motivating highly educated and competent employees to stay with the Company to develop the organization further. The Company also sets out the anti-corruption guidelines, and cultivate every employee to comply with the relevant laws and regulations such as the restriction on the use of insider information, etc.
Business partners	:	The Company has established procedures for business partner procurement by letting business partners compete on equitable information and selecting the business partner fairly, under the Company’s rules for evaluation and procurement. Moreover, the Company uses the appropriate and fair contract format and utilizes the tracking system to ensure the complete compliance of contractual conditions, and prevent the corruption and misconduct in every procedure of procurement. The Company will enter into the transaction under the general commercial terms, and will strictly abide by the contract with business partners.
Customers	:	The Company takes responsibility towards customers by maintaining the quality and standard of products and services, fully and comprehensively satisfying the customer demands as much as possible, so this will procure the customers’ longterm satisfaction. The Company takes into the consideration on providing customers the accurate and complete information; and provide service channels to support customers in which the customers can report about the inappropriate products and services so the Company can prevent and solve the problems regarding its products and services quickly. The Company will keep the customers data confidential and will not use it to gain benefit for the Company or others improperly.
Creditors	:	The Company shall honor the terms and conditions of the contracts it has with its creditors including repayment of principal and interest, and maintenance of guarantees under the related contracts.
Competitors	:	The Company operates under the good, ethical and lawful competition framework, and encourages and supports free and fair competition.
Community and society	:	The Company pays attention and places importance on the safety of society, environment and quality of life of people related to the Company operation. The Company encourages its employees to be conscious and responsible towards environment and community. The Company strictly implements the relevant laws and regulations, and tries to participate in various activities to procreate and preserve the environment, society, along with the local traditions within the areas that the Company operates.

Furthermore, stakeholders can inquire for details, file the complaints, or report the clues about the illegal acts, inaccuracy of financial report, impairment of the internal control system, or the Company’s unethical misconduct as stated above, via the designated channels. The complaints and clues reported to the Company will confidential. The Company shall appoint the person to conduct investigation and provide the solution (if available), and/or consider submitting the important complaints for the Board’s opinions respectively.

The Company places importance to the accurate, complete, prompt, and transparent disclosure of significant information relevant to the Company, under the guidelines stipulated by SEC Office and SET. The information includes both the financial and non-financial information and along with other information that may affect the price of the Company’s securities, which influences the investors and stakeholders’ decisionmaking. The Company shall process such information as follows:

1. Establish the mechanism that ensures the accuracy, clarity, and sufficiency of information disclosed to investors for their decision-making.
2. Designate the Investor Relations officers to communicate with investors or shareholders. The Company will publish its information, financial information and general information of the Company for shareholders, securities analysts, credit rating agencies, and relevant agencies, through these channels, i.e. the report to SEC and SET, and the Company’s website. In addition, the Company also places the importance on regular disclosure of information so the shareholders will receive news through the Company’s website, which is always up-to-date. The information includes but not limited to vision, mission of the company, financial statements, press releases, annual reports, shareholder meetings invitation letter, corporate structure, List of members of the Board, shareholding structure, and list of major shareholders.
3. Encourage the Company to make a Management Discussion and Analysis (MD&A) for each quarterly financial statement, to help investors better understand changes in the company’s financial status and performance each quarter, not just be presented with the figures by themselves.
4. Disclose the roles and responsibilities of the Board and its committees, the number of meetings held, attendance record of each director, and the results of tasks assigned, including ongoing professional education or training of its directors, in the annual report.
5. Disclosure, in accordance with relevant regulations, the remuneration of directors, committees, and executive director/chairman of the executives, both the form and type of payment, the amounts of payment of each person, including the payment from each subsidiary to each person.
6. Disclose the audit and non-audit fees.
7. In addition to disclosing information as specified in regulations through the SET, annual statements (Form 56-1), and annual reports, the Board shall consider to disclose information via other channels, such as the Company’s website, by presenting with the most up-to-date information.
8. Directors and executives must report their conflict of interest or of those related persons who have conflict of interest towards the operation and management of the Company or its subsidiary companies, according to SEC’s Capital Market Supervisory Board (“CMSB”) guidelines and procedures. The elected directors and executives must report their conflict of interest and other persons within 7 days from the date of appointment. In case, there are changes to their conflict of interest or conflict of interest of other persons, directors and executives must report to the Company within 3 days from the date of changes of conflict of interest; the Company will report aforementioned conflict of interest to the Board meeting to consider and acknowledge within the next meeting.

1. Composition of the Board of Directors and sub-committees

The Board of Directors of the Company comprised of a group that provide a diversity of attributes, as in knowledge, skills, and prior working experience that can be beneficial to the Company. The Board holds important role in the policymaking and overview of the organization, along with significant role on governance, inspection and evaluation of the Company operation, in accordance with the designated plans.

The Board consists of at least 5 but no more than 12 directors. There must be at least one-third of the total number of the Board directors, but no less than 3 directors, shall be the independent directors; this will provide the checks and balances system for appropriate consideration and the vote casting towards each topic. Each independent director must have qualification as specific by the announcement of CMSB, SET rules, and including other relevant guidelines, rules, and laws.

The Board of Directors shall hold the terms of service for no more than 3 years on each term, in according to relevant law. The independent directors shall hold the terms of service continuously for no longer than 9 years, unless there are reason and necessity the Board deemed appropriate. Directors and executives can also hold the director or executive position of subsidiary company or other company but must comply with the SEC Office, The Board of Securities and Exchange Commission (“SEC Board”), CMSB, and SET requirements; by informing to the Board meeting or shareholder meeting (as the case maybe) before the appointment resolution. However, each director can only hold directorship of no more than 5 registered companies.

Furthermore, the Board shall appoint sub-committees to help with the governance of the Company operation as follows:

1. The Executive Committee consists of at least 4 executive directors, is responsible for supporting the Board on the Company’s management, ensuring that the Company operation will comply with policies, plans, regulations, other orders, and including the goals, under the framework established by the Board.
2. The Audit Committee consists of at least 3 audit directors, is responsible for supporting the work of the Board on the Company’s governance and inspection of the management, internal control, and compliance with the relevant laws; also in charge of financial statements, for transparent and reliable operation and information disclosure.
3. The Nomination and Remuneration Committee consists of at least 3 nomination and remuneration directors, is responsible for nominating qualified candidates to be the board directors, subcommittee directors, and executive director/chief executive officer of the Company; setting the criteria and the form of payment to the board directors, sub-committee directors, and executive director/chief executive officer, then presenting the results to the board meeting and/or shareholder meeting to consider and approve (as the case maybe).
4. The Risk Management Committee consists of at least 3 risk management directors, is responsible for supporting the work of the Board on the Company’s adequate, sufficient, efficient and effective risk management policymaking, and ensuring the Company is equipped with risk management system or procedures that is of acceptable level.

Additionally, there shall be the Company Secretary who is responsible for operating on the Board meeting and shareholder meeting, also supporting the work of the Board by giving consultant on the rules under the laws and regulations relating to the Board’s performances and duties.

2. Roles, duties and responsibilities of the Board of Directors

The Board has responsibilities towards shareholders regarding the operation of the Company; has duties to set the policies and directions of the Company’s operation, and governs the management towards the prescribed goals, objectives, visions, strategies, and directions of the operation, for the long-term utmost benefits of shareholders while operating under the rules of laws and the business ethics. Meanwhile, the Board shall also take benefits of all stakeholders into the consideration, in accordance with the Board of Director charters.

(1) Policy relating to the good corporate governance

The Company has prepared a written good corporate governance policy and the Board meeting had already approved the aforementioned policy. This corporate governance aims to be the guidelines for the Company’s directors, executives and employees to operate in correspond to the aforementioned policy. The Company will review the policy annually.

(2) Code of Business Conduct

The Company aims to conduct the business in transparent, virtuous, and responsible manners for the benefits of the stakeholders, society and environment. Thus, the Company has established a written code of business conduct, which already got an approval from the Board. The Company’s directors, executives and employees will be subjected to operate under these rigorous business ethical standards as follows:

(a) Accountability to shareholders.
(b) Responsibility towards employees.
(c) Relations with business partners, business competitors and business creditors.
(d) Customer relations.
(e) Responsibility towards the public and the society.

In order to promote the complete compliance, the Company will advocate, inform and instruct every employee throughout the organization to understand and strictly comply with the aforementioned code.

(3) Conflicts of Interest Prevention

The Company thoroughly sets the policy relating to conflicts of interest prevention, based on the honesty, rationality, independency, and good morality, for the Company’s best interest. Therefore, persons who have vested interests in, or related to, a given transaction must reveal the information about their conflicts of interest or others’ to the Company, and must not participate in decision-making process, and including the approval, of such transaction. The Company has the policy regarding the connected transaction and the prevention of conflicts of interest, which are in line with the laws and along with the regulations of SEC Office, SEC Board, CMSB, and SET. In addition, the Company will also disclose such transaction in the annual report and annual statements (Form 56-1).

(4) Internal Control

The Board established an internal control system for governing and controlling the efficient operation at both executive and operational level. The Company appointed the Company’s Internal Control department to assess the adequacy of the internal control system and to report to the Audit Committee in accordance with the designated plans.

(5) Risk Management

The Company had established the governance and procedures towards a risk management to reduce the risk affecting the business appropriately. The Risk Management Committee will propose the comprehensive internal and external risk management policy that corresponds with the Company’s strategies and directions, and present the result to the Board for the approval.

(6) Governance of Subsidiaries and Associates Operation

The Company will consider assigning the qualified and experienced representatives, which are suitable with the businesses the Company has invested with, to be the directors of subsidiaries and associates of the Company, for governing the subsidiaries and associates and reporting the performances of the subsidiaries and associates to the Board meeting.

(7) Whistleblowing

The Board set up the complaint and investigation mechanism in case of whistleblowing towards the unlawful conducts, incorrect financial transactions, deficiency in internal control, or the Company’s business misconduct, which can submit such complaints via designated channels. All complaints and clues submitted to the Company will maintain confidential, and proceed to investigation and solution (if available) by the Company’s assigned persons, and/or present the findings and opinions of the significant cases to the Board meeting for consideration.

(8) The Board of Directors Report

The Audit Committee is responsible for auditing the financial reports by holding the joint meeting between the committee, account department and auditors, and presenting the result as a financial report to the Board quarterly. The Board is responsible for the financial statements of the subsidiaries and associates, including the financial information that appears in the annual reports.

3. The Board of Directors Principle

Principle 1 : Be aware of its leadership roles and responsibilities in the creation of the Company’s sustainable prosperity.

The Board shall recognize its roles and responsibilities as leaders of the Company that needs to govern for the better management of organization; and govern the Company’s operations into creating added value which will lead towards the corporate sustainability.

Principle 2 : Define the Company’s objectives to ensure sustainability.

The Board shall define or oversee that the Company’s objectives and goals will promote the Company’s sustainability. The objectives and goals shall correspond with the value creation for the Company itself, its customers, stakeholders, and society.

Principle 3 : Strengthen the Board’s effectiveness.

The Board shall be responsible for determining and reviewing its own structure, in terms of the size, composition and number of independent directors that is adequate and necessary to bring about the achievement of the Company's objectives and goals. Moreover, the Company should govern over the nomination and qualifying procedures of directors, in which these procedures shall be transparent and apparent, so the Board would be sufficiently qualified.

Principle 4 : Nominate and develop senior executive officers and human resource management.

The Board shall apply the good governance principle for the nomination and development of human resources, making certain that they possess the adequate knowledge, skills, experience, and motivation, and create the succession plan the prepare for the succession of the current executive director/chief executive officer. In addition, the Board shall govern over the remunerations and the evaluation of the Company’s operation.

Principle 5 : Nurture innovations and responsible business practices.

The Board shall place importance on encouraging innovations that create value for the business together with benefits for its customers, other stakeholders, society, and the environment. In addition, the Board shall monitor that resources are efficiently and effectively managed with due regard to the impact of such management and to resource development, to achieve the Company’s the objectives and goals sustainably.

Principle 6 : Provide an adequate system of risk management and internal control.

The Board shall ensure that the Company has effective and appropriate risk management and internal control systems that comply with applicable laws and standards

Moreover, the Board shall manage and monitor conflicts of interest that might occur among the Company, directors, management, and shareholders, including the preventive measure for the inappropriate use of corporate assets, information, and opportunities, as well as inappropriate connected transactions by related parties.

Principle 7 : Ensure reliable financial integrity and information disclosure.

The Board shall ensure the integrity of the Company’s financial reporting system and that timely and accurate disclosure of the Company’s information is consistent with relevant rules, standards and guidelines.

Furthermore, The Board shall monitor the Company’s financial liquidity and solvency, and ensure that the Company has a mitigation mechanism in place to resolve the financial difficulties.

Principle 8 : Encourage engagement and communication with shareholders.

The Board shall afford shareholders the opportunity to participate in the decision-making process involving significant corporate matters.

4. Board meetings and Board self-assessment

The Company shall hold the Board meetings at least every quarter, and hold the extra meetings as needed. The Board shall set the agenda in advance and dedicate the agenda to monitor the Company’s performance regularly. The Company shall send the invitation letter along with the meeting agenda and supporting documents to every director in advance for at least 7 days before the date of meeting, so the directors shall have sufficient time to study the information. Unless there is urgent matter, to preserve the utmost rights and benefits of the shareholders, shall inform of the meeting via other means or reschedule the meeting to the earlier date. In this case, the Company shall record the minutes and gather the approved documents for references and traceability. There shall be executives and relevant person attend the meetings for providing information and details for the accurate and timely decisions.

The resolution of the meeting will take into account the majority of votes, with one director having one vote. Each director with vested interest(s) in any agenda item must abstain from voting on that item. If the number of votes is equal, the Chairman will cast the decisive vote.

Moreover, the Board self-assessment should be conducted at least once a year, to allow for adjustment of performance. A benchmark of the board’s performance should be set in advance to gather the opinions and present them to the meeting, including disclosure of rules, procedures, and overall performance result in the annual report.

5. Remuneration

Board remuneration should be comparable to the industry level in which the company operates, and reflect the experience, obligations, scope of work, accountability and responsibilities and contributions of each director. Members who are assigned to more tasks, such as committees, should be paid more.

In addition, the Company has appointed the Nomination and Remuneration Committee to consider the form and rules of the remuneration payment for the director and present to the shareholder meetings for approval.

6. Board and management training

The Board has the policy to encourage and facilitate training for all internal parties related to corporate governance such as directors, members of the audit committee, executives, company secretary, etc. Training will enable them to continuously improve their performance, and can be either internal or external training.

In case of changing the director or new directors, the administration shall provide all documents and information useful to perform their duties, including an introduction to the nature of the business and the operations of the company.

The Board may rotate the job assignment according to the expertise of the executives and employees, based on the suitability of duty and time. The managing director/chief executive offer may schedule and appraise such performance for creating the Company’s succession plan, thus, this will develop the executives and employees to be professional and gain experiences enough to take over the duties later.