(Citation to Good Corporate Governance Policy, Revised Version dated on November 19, 2018)

Our board of directors, sub-committees, corporate governance executive and employees of the organization adhere to the principles of good corporate governance. Therefore, it is a guideline for the operation of the Company in order to determine the quality management system by focusing on transparent disclosure, which will result to standardized performance. Boost productivity to build competitiveness and add value to the owner. These will satisfy the stakeholders. Stakeholders have set “Good Corporate Governance Policy” for the Board of Directors, sub-committees, executives, and employees have adopted the guidelines as follows:

Accountability

Responsibility for Performance and can explain to the practice.

Responsibility

The full realization of duty and efficiency.

Equitable Treatment

Respect for rights, treatment of stakeholders honestly. And equitably also include opportunities for stakeholders to participate fairly.

Transparency

Disclosure, operation is transparent and can be verifiable.

Value Creation

Value Creation for short and long term, by improving and enhancing competitiveness.

Ethics

Ethics and code of the conduct for operation business.

This corporate governance policy has been agreed and approved in writing by the board of directors at board meeting 7/2018 on November 12, 2018. For the purpose of preparation and policy matters of Good Corporate Governance to be use as a tracking policy, control and supervision of the delegates to administrative functions by managing the organization’s resources, that is used effectively and effectively targeted. Including the maximize return to all stakeholders are fair. Although, the Board of Directors has regularly reviewed these policies and guidelines on a regular basis and the Company adheres to the principle of good and regular supervision.

The details of the Company’s Good Corporate Governance Practices have conducted and prepared in accordance with good corporate governance principles for the listed companies with continuous improvement of the Stock Exchange of Thailand and the Company has continually reviewed and updated to ensure that they will compliance with good governance principles. The structure and guidelines of Good Corporate Governance are divided into 5 parts as follows:

The Board of Directors attaches great importance to the rights of shareholders, without infringing upon or depriving the shareholders of their rights. Both of the shareholders who are major shareholders and minority shareholders, Thai shareholders or foreign shareholders, by the fundamental rights of shareholders including the right to trade and transfer the company’s shares, the right to have access to adequate business information, the right to share of the profits of a business, the right to be treated fairly in shares buy back by the company, the right to elect and remove directors, the right to consider on remuneration of directors in all forms, the right to approve the appointment of independent auditor annually, and the right to attend and vote at a shareholder meeting in order to make decision on significant issues that may affect the company such as dividend allocation, amendment to the memorandum and/or articles, reduction or increase of capital, approve the special items, and so on, which are typically defined by state law.

In addition, the Board of Directors has set a policy to facilitate and promote the attendance of shareholders for supporting the shareholders of the Company. Including institutional of the investors and have exercised their basic rights to attend the meeting and exercise their right to vote at the shareholders’ meeting as follows:


1) Pre-shareholder Meeting

  • The opportunity for shareholders to send their opinions, questions or propose agenda items in advance of the shareholders’ meeting. With clearly defined criteria by the information system of the Stock Exchange of Thailand. Also available on the company’s website.
  • Opportunity for shareholders to nominate persons to be elected as directors in advance of the shareholders’ meeting. With clearly defined criteria by the information system of the Stock Exchange of Thailand. Also available on the company’s website.
  • Arrangement the meeting invitation and supporting documents to the shareholders at least 14-21 days (or any other time as required by the law) and announce the newspaper no less than 3 consecutive days for inform the date to appointment of the shareholders meeting according to the law. The meeting invitation and the supporting documents in both Thai and English versions had been published on the Company’s website at least 30 days before meeting date.
  • Identify important information in the meeting invitation, such as date, time, Place of the meeting. Agenda details. Be supporting documents with the Board of Directors’ opinion Rules for vote counting on each agenda to be in accordance with the law. Proxy form as required by law list of independent directors, so that shareholders can choose to appoint a proxy to attend the meeting. Statement on how to appoint a proxy to attend the meeting and the voting in the shareholders meeting. A map of the meeting and place. Including the company’s regulations about the meeting of shareholders and voting.

2) Action on Shareholders Meeting

  • Fix date, time and place of meeting. Taking into account the convenience of the shareholders. And to provide personnel. And technology is adequate for the number of shareholders.
  • Provide the bar code system and arrange for independent auditors to count the votes or check votes and disclose to the meeting also recorded in the minutes.
  • The Chairman will explain the rules used in the meeting. Voting procedure to allocate the meeting time appropriately. Include an opportunity for all shareholders to ask. Provide comments and suggestions. Fully the Board of Directors Audit Committee, sub-committees, relevant executives, auditors, and / or legal counsel. And / or independent financial advisors and / or bank sponsors. (As the case if any) attended the shareholders’ meeting to answer the questions in the meeting. Including senior executives, Company secretary, Secretary to Board of Directors attend to the meeting.
  • In case the shareholders could not attend the meeting by themselves, the Company gives the shareholders the opportunity to appoint a proxy to the independent director or any person as the Attend the meeting instead.

3) After the Shareholders Meeting

  • Disclosure of the resolutions of the shareholders ‘meeting and the voting results by the date of the shareholders’ meeting in next business day from shareholders’ meeting. By the information system of the Stock Exchange of Thailand. Also available on the company’s website.
  • Do the minutes of the meeting shall be prepared with accurate and complete information stating the issues raised by the shareholders and the Board of Directors ‘replies to such questions within 14 days from the date of the shareholders’ meeting. And submit the minutes of the meeting to the relevant authorities within the time limit. Also disclose the minutes on the Company’s website for shareholders and related parties to verification.

In 2018, the Company held general shareholders’ meeting for the year 2018 dated on April 20, 2018, at Grand Ballroom, 3rd Floor, the Emerald Hotel, 99/1 Ratchadapisek Road, Dindaeng, Dindaeng, Bangkok 10400, with all directors of every committee, all senior executives, secretary of every committee and company secretary. Along with the authorized auditor, representatives from financial advisors, representatives from banks that provide financial support and representatives from legal counsel attended a total of 26 people. In order to clarify details related to the meeting agenda and answer questions of shareholders. The Company had assigned Thailand Securities Depository Co., Ltd., which is the registrar of the Company, to deliver the invitation letter to the shareholders’ meeting and supporting documents for each agenda together with the annual report, rules and regulations relating to the shareholders’ meeting and voting, Proxy forms and information of independent directors who are proxy agents in order to facilitate shareholders in the event they are unable to attend the meeting in person, including forms for obtaining annual reports in the form of books and the location map of the meeting place which has been delivered to the shareholders in advance before the meeting. Also, the Company had publicized the invitation letter to the shareholders’ meeting and supporting documents including annual reports and documents as mentioned above, the Company’s website at www.gunkul.com in advance before the meeting. Therefore, the shareholders can access an information that related to the meeting of shareholders more conveniently and faster.

For registering and voting, the Company uses barcode system and provides revenue stamp for shareholders to send proxy to company with aim to make it fast and convenient to shareholders. In the meeting, the Company explains voting criteria before meeting starts and gives shareholders opportunity to express their opinions and raise questions in relation to the company and agenda.

The Board has set policies and procedures in various matters. To ensure that all shareholders are treated and protected equally, they are equally protected including the information before the shareholders’ meeting, the protection of the rights of minority shareholders Prevention of internal data usage and the prevention of Conflict of Interest, inter-transactions as well as internal controls and internal audits as follows:


1) Pre-meeting information and protection of minority shareholders’ rights

  • Prepare meeting invitation and meeting documents both in Thai and English by put on the agenda, and opinion of the Board of Directors in the notice of the meeting. And through the information system of the Stock Exchange of Thailand. Also available on the company’s website advance at least 30 days before the date of the shareholders’ meeting.
  • Inform the shareholders of the procedures and rules used in the meeting. Both how to register a proxy and vote.
  • Allow the shareholders to send the inquiries. Propose agenda and nominate candidates to be elected as directors in advance of the meeting date. With clearly defined criteria by the information system of the Stock Exchange of Thailand. Also available on the company’s website.
  • Conduct the shareholders’ meeting, according to the agenda set forth in the invitation letter. Without adding unnecessary agenda items advance notice.
  • Determine whether the shareholders who are directors or executives disclose information about their interests and related persons. And there is no right to vote on such stake.

2) Supervision of the use of inside information

The Company maintains proper use of inside information in accordance with good corporate governance by setting policies and procedures for the support to directors and executives to use internal information of the company. That is not publicly available for personal gain. Including securities trading as follows:

  • Notify the Directors and Executives of the Company’s reporting obligations and report changes in holding of the Company’s securities. Both its spouse and its underage children. To the Office of the Securities and Exchange Commission (“SEC”) under Section 59 and penalties under Section 275 of the Securities and Exchange Act BE 1992 (as amended) and submit a copy of this report to the Company Secretary on the same day that, the report is sent to the SEC. Also report to the Good Corporate Governance Committee and the Board of Directors meeting every quarter.
  • Fix the directors, executives, employees of the Company and the Group are required to obtain material inside information which affects the price change. Do not trade the company’s securities. Prior to the date on which the financial statements or internal information would be made available to the public.
    1. Group of independent directors: not less than 7 days or when receiving the documents for the Board of Directors Meeting Whichever comes first.
    2. Group of executive directors, executives, Employees related to the Company’s financial information and the Group. To be aware of or possess internal information: Do not trade securities of the company. From the date of acknowledgment from the Company’s financial statements until the date of disclosure of financial statements to the public through the information system of the Stock Exchange of Thailand. Due to obtaining financial information may cause a risk or cause the use of internal information of the Company.

    After the information is publicly available by the Company, It is able to trade the Company’s securities after past 24 hours then the person involved in such internal information must not disclose such information to others until information has been provided through, the information system of the Stock Exchange of Thailand.

  • Directors, executives and employees of the Company and the Group are prohibited to use internal information of the Company that possible or likely to affect the price of the Company’s securities which is not publicly available yet for using to buy or sell and offer for buy or offer to sell, or persuade others to buy or sell. The shares or other securities (if any) of the Company, either directly or indirectly. Also disclose such information to others. Whether or not they receive benefits.
  • The Company has imposed significant disciplinary action on the part of the Company who seek the benefit of the Company’s internal information. To use or disclose to do or may cause damage to the Company. The punishment should be punished according to the case, including warnings, probation and termination of employment as a result of dismissal, as the case may be, which has been approved by the Board of Directors.

3) Prevention of Conflict of Interest

  • Define those who are involved or have an interest in the item considered, must notify to the Company that about relationship or stake in the list. In case of director, they must not participate in the decision. Including no authority to authorize of the transaction.
  • For a transaction that causes a conflict of interest that is a trade agreement is not a general trading condition. That must be presented to the Board of Directors for approval. And must comply with the rules of the Capital Market Supervisory Board of The Securities. And Exchange Commission to The Stock Exchange of Thailand Or any other relevant regulatory authority.

4) Connected Transaction

  • If there is a connected transaction, the Company shall comply with the law governing securities and exchange, also the regulations, notifications, orders or requirements of the Capital Market Supervisory Board. The Securities Commission and stock exchange. The Stock Exchange of Thailand or any other relevant regulatory authority. Including compliance with the disclosure requirements of the connected transaction of the Company. In accordance with accounting standards prescribed by the Federation of Accounting Professions.
  • In the case, that the connected transactions are normal business transactions and normal business support transactions. With general trading conditions, include items to give or receive financial assistance. A listed company or a subsidiary provides financial assistance to a juristic person in which a listed company or a subsidiary is a shareholder. In proportion to their own interest in that, legal entity under the terms of trade in general or better. To comply with the operating framework approved by the Board of Directors.
  • In case of connected transaction is other types of transactions are proposed to the Board of Directors for consideration. By compliance with the rules of the relevant regulatory bodies.

5) Internal control and Internal audit

  • The Board of Directors, the Audit Committee and the management have a direct responsibility to provide and maintain an internal control system. It also conducts regular reviews of the effectiveness of the internal control system. To ensure reliable information and financial information system.
  • The Company has appointed an internal audit unit. To be responsible for monitoring the performance of the company. To be effective by reporting the results directly to the Audit Committee.
  • The Audit Committee has reviewed the appropriateness and adequacy of the internal control system at least once a year and proposed to the Board for consideration and comments in the Annual Report. And Annual Information Disclosure (Form 56-1)

The Board of Directors has priority to pay attention to the rights of all stakeholders in accordance with existing laws or agreements with the Company such as, shareholders, customers, trading partners, creditors, competitors, employees, society, communities and the public sectors. Each group as well as business practices under environmental quality standards. Anti- corruption Corruption, Non-infringement of intellectual property, not related to human rights abuses based on the principles of fairness and equality to have all personnel in the Company adhere to a guideline with a mechanisms to follow. There are channels to receive feedback or complaints by defined as a policy or practice. Detail as follows:


1) Rights of All Stakeholders according to the Laws or Agreement with the Company

Shareholder : The Company is committed to operate its business with honesty, transparency, morality and ethics by developing business to thrive to create a good return to shareholders and investors in a sustainable and sustainable manner.

Customer : Company has responsibility to customers by maintaining quality and standard of goods and services as well as reacting to customers’ need perfectly and completely to maximize customer satisfaction in the long run.

Partner : Company treats trade partners fairly and in line with trade contract and has policy to create and develop relationship with trade partners continuously.

Creditor : Company complies with contract condition and gives information to creditors as per request.

Competitor : Company operates business along with fair competition and develops market to grow for mutual benefit of industry.

Employee : Company treats employees equally, gives them proper compensations and creates quality working environment.

Society/community and environment : Community and social environment including compliance with relevant laws and regulations. Moreover, the Company has also implemented Corporate Social Responsibility (CSR) for sustainable community development and society.

Governmental sector : The Company is engaged in the business of enhancing and advancing the country’s progress by adhering to the relevant laws, rules and regulations.

2) Communication channels with the Board of Directors in providing clues or complaints

To make sure that the rights of the various stakeholders are protected. The Board of Directors has provided channels for stakeholders. All parties are encouraged to provide feedback, report clues or complaints about suspected or unlawful actions. Include inaccurate financial reporting or defective internal control system by the Company. That will investigate the facts and take steps to ensure fairness to all parties. The information of the clerk will be kept confidential to protect the notified.

The suggestions or clerk can communicate to the Board of Directors as follows:

Via E-mail : audit_committee@gunkul.com

Via postal mail : Chairman of the Audit Committe
Gunkul Engineering Public Company Limited
1177 Pearl Bangkok Building Fl.8 Phahonyothin Road, Phayathai, Phayathai, Bangkok 10400


3) Anti-corruption Policy and report clues or complaints

(Refer to the Anti-Corruption Policy and a clue or complaint: Revised version date on November 19, 2018)

The Board of Directors gives priority to anti-corruption. Therefore, the Company is required to prepare “Anti-corruption and clues or complaints Policy” as a guideline for the organization’s operations in a transparent, sustainable and integral manner.

The Company and the Group have a policy of forbidding directors, executives, and employees from acting in connection with corrupt practices in various forms, either directly or indirectly whether as a recipient, contributor, or bribe to the person or organization concerned review policies and guidelines every year in order to be consistent with changing business, regulations, and legal requirements.

Board of Directors responsibilities of the organization’s personnel are as follows.

    1. Board of Directors has the duty and responsibility to formulate policies to oversee and support the anti-corruption process in the organization. To staff the company. Understand and recognize the importance of anti-corruption corruption by instilling culture and values.
    2. Audit Committee has the duty and responsibility to supervise the implementation of Anti-Corruption measures by reviewing financial reporting and accounting systems, internal control system, internal audit system and risk management that related to Corruption Prevention Measures. Include the corroboration of corrupt practices in which the personnel of the organization are involved. Check the facts as they are informed and propose matters to the Board of Directors for acknowledgment or fix that problem.
    3. Good Corporate Governance Committee has the duty and responsibility in the frame and review anti-corruption policy. And responsible for directing all personnel in all positions to adhere to the anti-corruption policy, strictly in accordance with the good corporate governance policy.
    4. Risk Management Committee has the duty and responsibility to supervise and support the implementation of risk management and corruption management. Include risk assessments of operations across all sectors of the organization that to ensure adequate and appropriate review of policies and measures.
    5. Nomination and Remuneration Committee has the duty and responsibility in the frame. Set on the guidelines for recruitment and consideration with transparency and fairness.
    6. Executive Committee have the duty and responsibility to set up a system and measures to promote and support anti-corruption. To communicate to all employees and stakeholders. Including those with vested interests and provide assessment, review the suitability of systems and measures. To be consistent with changing business, regulations, and legal requirements.
    7. Internal Audit Executive has the duty and responsibility to review the operation as accurately as possible in accordance with the code of conduct. Rule including the law and Regulator requirements. To ensure that there is adequate control over the risk of potential corruption. And report to the Audit Committee.
    8. Employees have the duty and responsibility to follow and implement the code of conduct. Including the law and Regulator requirements. Also understands and recognizes the importance of anti-corruption.

The implementation guidelines, Terms of use, Acknowledgments or complaints in relation to the corruption, Corruption Reporting Channel, Protection and confidentiality and the process of receiving complaints, investigations and penalties, as well as the guidelines for the dissemination of anti-corruption corrupt policies, the Company has made a general acknowledgment, according to the documents referenced above, to express its intentions for committing to anti-corruption. The details of the full policy can be found at http://www.gunkul. com/th/sustainability/charters, with a conclusion as follows;

Practice Guidelines

The Company and the Group committed to creating an organizational culture that is anti-corruption by the Company’s personnel and the Group must comply with the anti-corruption policy and business ethics without being involved in corruption, whether directly or indirectly. The Company and the Group have established an internal control system and an audit process in all aspects that take into account the risk of corruption, including assessing risks and determining adequate and appropriate risk management measures. As well as, encouraging employees at all levels to receive training and disseminate such policies to those who involved to create understanding. The personnel must not be ignored when seeing actions that are considered as corruption, including determining penalties if the Company’s personnel And the Group has been involved in such actions.

Terms of Operation

Any action shall be taken in accordance with the guidelines set forth in the anti-corruption policy. Including a good corporate governance handbook, policies, rules, regulations, regulations, guidelines, practices, and other related work manuals. As well as, any other guidelines that the Company and the Group will set in the future by complying with all activities that related to the operations of the Company and the Group.

Whistle Blowing or Anti-Corruption Complaint

      1. When the personnel finds the act of direct or indirect corruption in relation to the Company and its subsidiaries / affiliates, for example the reception or offer of bribery by the personnel in the organization to the governmental agency’s official or private agency’s official.
      2. When the personnel finds the wrong-doing according to the regulation of the Company and its subsidiaries / affiliates which affects the internal control system to the extent that it can be hypothesized that the wrong-doing is a channel of corruption.
      3. When the personal finds any action which ruin the Company and its subsidiaries / affiliates’ benefits and reputation.
      4. When the personal finds any action which contradicts the laws, morality or business ethic.

Reporting or Complaining Channels

Whistleblowers or complainants in actions that may cause suspicion of corrupt practices that occur with the Company. The clues can be reported via the assigned channels as follows:
Whistleblowers or complainants must provide details of the subject to report clues or complaints (Name or position of the complainant committing a crime time of committing an offense) with the name, address and contact number of the person who made the complaint. And send to the channels to receive channels one way.

  1. Submit via the audit committee’s e-mail : audit_committee@gunkul.com
  2. Submit via the company’s website : www.gunkul.com, click at “complaint channel”
  3. Submit via the postal mail to
    Chairman of the Audit Committee
    GUNKUL ENGINEERING PUBLIC CO., LTD.
    1177 Pearl Bangkok Building Fl.8
    Phahonyothin Road, Phayathai, Phayathai,
    Bangkok 10400
  4. Submit via “Whistle Blowing and Corruption Complaint”
    (The box is set inside the Company: Only the Audit Committee and / or the Secretary of the Audit Committee can be able open the box.)

Confidentiality Protection and Non-Disclosure Measure

To protect the right of the reporter / complainer or the notifier who provide the information with regard to corruption with the good will, the Company shall keep the information of the reporter / complainer confidential. Only the authorized person responsible for the complaint inspection can access the said information.

The authorized person receiving the complaints shall preserve the information, complaint and documentary evidence of the reporter / complainer as confidential. They shall not be disclosed to the non-authorized person, except in the case of the disclosure required by the law.

In case of the corruption report / complaint, the Company shall be in charge for protection of the reporter / complainer, witness and information provider of the investigation process, so that they would not be affected by any trouble or injustice arising from their notification, complaint, witness status or information provision.

If the reporter / complainer, information provider or personnel who rejects the corruption is the personnel of the Company and its subsidiaries / affiliates, the Company shall extend the fair protection to prevent the negative consequence from the personnel, such as demotion, penalty, etc. , although it would ruin the Company’s business opportunity.

Process on Complaint Reception, Investigation and Penalty

The Company and the Group shall set up the process following the reception of the corruption report or complaint. They shall identify the group of involved person, complaint reception process, investigation and penalty, as follows;

1. Group of involved persons

  1. Corruption Reporter / Complainer : Person who reports the corruption or submits the complaint
  2. Complaint Receiver : Persons who receive the report / complaint via the channels under item 9. They shall include Chairman of the Audit Committee, the Audit Committee and Secretary of the Audit Committee
  3. Coordinator : Person who preserves the information regarding the corruption report / complaint and the result of investigation. In this case, the person is the Secretary of the Audit Committee.
  4. Investigation Committee : CEO shall set up the Investigation Committee to investigate the fact.
  5. Audit Committee : The Audit Committee of GUNKUL ENGINEERING PUBLIC CO., LTD.
  6. Chairman of the Board of Directors : Chairman of the Board of Directors
  7. CEO : CEO of GUNKUL ENGINEERING PUBLIC CO., LTD.
  8. Managing Director : The Managing Director of GUNKUL ENGINEERING PUBLIC CO., LTD.
  9. Human Resource Department : Discipline controller
  10. Secretary of the Audit Committee : Secretary of the Audit Committee of GUNKUL ENGINEERING PUBLIC CO., LTD.
  11. Secretary of the Company : Secretary of GUNKUL ENGINEERING PUBLIC CO., LTD.

2. Registration and Submission of Corruption Report / Complaint

  1. The personnel receiving the corruption report / complaint shall submit the issue to the coordinator within 3 working days of the reception date of corruption report / complaint.
  2. The coordinator submits the issue to the investigation Committee for the consideration or further investigation.

3. Investigation

  1. After the consideration, if the Investigation Committee deems that; the corruption report / complaint
    - the corruption report / complaint is not significant, then the Committee shall submit the issue to the immediate supervisor of the reporting personnel for the further consideration of disciplinary penalty according to the Company’s regulation.
    - the corruption report / complaint is not based on the fact or does not contradict the Company’s benefits, the Committee shall record in the complaint registration and end the investigation.
  2. After the consideration, if the Investigation Committee deems that the corruption or the conflict of interest really possibly occurred ;
    - The Investigation Committee shall investigate and report the result to the Audit Committee and CEO for consideration and further proceeding according to the Company’s regulation and / or the legal penalty.
  3. If the corruption report / complaint concerns the corruption of the high-ranked executive
    - The Investigation Committee shall investigate and report the result directly to the Investigation Committee for the further proceeding.

4. Order and Penalty

  1. If the reported person is really guilty, the Company shall order the penalty according to the Company’s regulation and / or the legal proceeding.
  2. After the investigation, if it is found that the corruption report / complaint is not done with the good intention and the reporting person is the personnel of the Company, the Company shall impose the disciplinary penalty according to the Company’s regulation.

The investigation must be finalized within 30 days after the complaint was received from the coordinator. (If the investigation cannot be finalized within 30 days, the reason of the delay shall be notified to the coordinator.)

5. Notification of the Investigation Result to the Reporter / Complainer

  1. The Investigation Committee submits the operational result to the coordinator.
  2. The coordinator records the operational result in the registration and notifies the result to the reporter / complainer.
  3. The coordinator reports the operational result and the following-up (if any) to the Investigation Committee, the Good Governance Committee and the Board of Directors for their acknowledgement. The report shall be proposed every quarter.

Dissemination of Anti-Corruption Policy
To communicate the anti-corruption policy to all personnel in the organization, the Company shall;

  1. Communicate the anti-corruption policy and other relevant policy via the channels, so that the personnel in the organization, relevant persons, and stakeholders can efficiently access to the policy.
  2. Hold the anti-corruption policy training for the personnel of the organization and stakeholders once a year.
  3. Encourage the employees to participate in the projects or activities held by the governmental or private sectors to affirm the determination of the Company and its subsidiaries / affiliates in compliance with the anti-corruption policy.

In the Board of Directors’ meeting held on February 20, 2019, the Secretary to the Audit Committee and the Audit Committee informed the meeting of the results of the complaint regarding corruption in 2018 by summarized as follows;

The follow-up of fraud complaints for the year 2018

Channel of fraud complaints JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
15 31 15 28 15 31 15 30 15 31 15 30 15 31 15 31 15 30 15 31 15 30 15 31
Complaints via Email x x x x x x x x x x x x x x x x x x x x x x x x
Complaints via website x x x x x x x x x x x x x x x x x x x x x x x x
Complaints via letter. x x x x x x x x x x x x x x x x x x x x x x x x
Complaints through the complaint box                                                
- Sri Yan Office x                                              
- Pearl Bangkok Building Office                         x x x x x x x x x x x x
- Phichai Office x x x x x x x x x x x x x x x x x x x x x x x x
- GKA & GKP Office x x x x x x x x x x x x x x x x x x x x x x x x
- Rung Ngoen Building Office x                                              

x : No complaints
√ : Complaints

The Board of Directors shall accurately, completely, timely, transparently disclose the important information in compliance with the laws and regulations of Stock Exchange of Thailand and the Securities and Exchange Commission. The information shall include the financial report, general information, and other information affecting the price of the stock and decision of the investors and stakeholders. This is to ensure that all stakeholders could equally access the information. The Company shall circulate the information via the website of Stock Exchange of Thailand and the Company’s website.

1) Disclosure of Information

The Board of Directors realizes the significance of the accurate, complete, true and reasonable financial report made in accordance with the prevailing accounting standard. Hence, the Board of Directors appoints the Audit Committee to review the financial report for its accuracy, comprehensiveness and reliability. And the Company is obliged to disclose the information in time in accordance with the requirement of the relevant supervising agency.

The Company is obliged to clarify the role of the Board of Directors and all committees, personal information of each committee, the number of meetings of all committees and their attendance, remuneration of the Directors and Executives, committee performance evaluation process and principle, individual committee’s development and training, report of the selling, buying and holding of the Company’s asset, the annual change of the individual stock possession of the Directors and Executive in accordance with the definition of the Securities and Exchange Commission, etc. The information shall be disclosed in the annual report and the annual information declaration (56-1 Form).

2) Communication Channel with the Company’s Secretary / Investor Relation

The Company’s Secretary / Investor Relation
Tel. No. (66) 2 242-5867, (66) 2 242-5868
E-mail: ir@gunkul.com
Website: www.gunkul.com

In 2018, the Company disclosed information related to the Company through various channels to shareholders and investors to acknowledge accurately and completely, such as informing the Company’s operating results and the Group of quarterly and annual Information on investment in various projects, revised policy including the preparation of financial reports and general information of the Company along with a report of the Board of Directors’ responsibility for the financial report, along with the report of the Board of Directors and the auditor’s report is included in the annual report to disclose matters in accordance with good corporate governance principles through the annual report and website of the Company etc.

In addition to disclosure in accordance with the requirements of the Securities and Exchange Commission and the Stock Exchange of Thailand, the Company has provided channels of communication to shareholders, investors, analysts both domestically and internationally. With Investor Relations will Communicate and publish information directly.

In 2018, The Company had held quarterly and annual performance reports to its shareholders, investors and analysts (Opportunity Day) for 4 times. There were 1 meeting with analysts and a meeting with analysts; as well as, investors who wished to know the overall business operation of the Company at least 10 times, including published a press release every time that had the major investment or business activities.

In addition, information disclosure is done via company website www.gunkul.com both in Thai and English so all stakeholders can participate. If interested, you can contact investor relations department at telephone no. 0-2242-5867 and 0-2242-5868 or e-mail ir@gunkul.com

  1. The Board of Directors

    According to the charter of the Board of Directors, the composition of the Board of Directors is not less than 5 persons and not more than 12 persons, also not less than one third of directors must be independent directors. At least half of the directors must have a residence in the Kingdom of Thailand. The Board of Directors is appointed by the shareholders’ meeting. The term of office is 3 years or from the Board of Directors’ meeting, in accordance with the law. The term of office of the independent director who holds the position of director and member of the audit committee is not more than 9 years. The composition of the Board of Directors should be proportionate to the Company’s directors with an expertise in various areas suitable for the business and having a balance of power within the Board. Including, they must not engage in a partnership or a director in other juristic persons with the same conditions and conduct business in competition with the business of the Company. In the case of an independent director, the qualifications required to be independent are as specified by the Company and must be equally beneficial to the interests of all shareholders and can also comment freely.

    However, Features, Tenure, Scope of Authority and Responsibility including the number of times in the annual meeting of the Board of Directors must comply with the charter of the Board of Directors. The Company Secretary is also required to perform duties in accordance with the criteria set by the relevant regulatory authority.

    On December 31, 2018, the Board of Directors consisted of 10 members, consisting of 5 directors, 5 non-executive directors, 1 non-executive independent director, and 4 independent directors. All of who are knowledgeable and experienced, expertise. In the business of the company, there are 4 independent directors who are responsible for balancing the voting power and review the management of the management to maximize the benefits to the Company.

    The company has a policy to appointing separate president and managing director to different person aim to balance management authority and prevent unlimited power over other members. The board of directors will determine roles and responsibilities of each position and response to recruit and appoint the right person for the position.

  2. Committees

    The Board of Directors shall set up the committees to support and supervise the administration in accordance with the good governance. Details as follow:

    1. The Audit Committee

      According to the Charter of the Audit Committee, the composition of the Audit Committee shall be no less than 3 persons, selected by the independent directors in the Board of Directors. The Board of Directors will appoint the Audit Committee. The term of office is 3 years. The Audit Committee member must have sufficient knowledge and experience to serve as a member of the Audit Committee. Not being a director assigned by the Board of Directors, make decisions on the operations of the Company, subsidiaries, affiliated companies. Major Shareholders or the Company’s controlling authority. And not being a director of the parent company, subsidiary of the same order of the listed companies. There must be at least 1 person that has sufficient knowledge and experience to be able to review the reliability of the financial statements.

      However, Features, Tenure, Scope of Authority and Responsibility including the number of meetings in the annual meeting of the Audit Committee must comply with the charter of the Audit Committee and set the head of the internal audit to act as Secretary to the Audit Committee.

      On December 31, 2018, the Audit Committee comprised of 3 independent directors, appointed by the Board of Directors, with 1 independent director that graduated in accounting and being a director who is a woman. The Company has a policy that the person holding the position of Chairman of the Audit Committee shall not be the Chairman of the Board of Directors.

    2. The Risk Management Committee

      According to the charter of the Risk Management Committee, the composition of the Risk Management Committee is not less than 3 persons, and one half of the Board of Directors must not be the Company’s management and will be appointed by the Board of Directors. The term of office is 3 years, which is selected by a number of directors and / or executives and / or experts. The Risk Management Committee must be knowledgeable in the business of the Company, knowledge and experience in risk management, investment management. This is a very important factor in the Company’s business operation in order to achieve the objectives of the Company. The Risk Management Committee shall not be a director, an executive or an operator in the company which operates in the same manner as the Company.

      However, Features, Tenure, Scope of Authority and Responsibility including the number of times in the annual meeting of the Risk Management Committee must comply with the charter of the Risk Management Committee.

      On December 31, 2018, the Risk Management Committee consisted of 4 members, consisting of 2 non-executive directors and 2 executive directors. The Company has the policy to appoint the Chairman of the Risk Management Committee and not Chairman of the Board.

    3. Nomination and Remuneration Committee

      According to the charter of the Nomination and Remuneration Committee, the composition of the Nomination and Remuneration Committee must be no less than 3 persons and more than half of which shall not be the Company's management. The Board of Directors will appoint the Nomination and Remuneration Committee also the term of position is 3 years. This is selected from a number of directors and / or executives of the Company. And / or qualified The Nomination and Remuneration Committee must be a competent person. Personnel Management Have the skills, expertise and experience in relevant work.

      However, Features, Tenure, Scope of Authority and Responsibility including the number of times in the annual meeting of the Nomination and Remuneration Committee must comply with the charter of the Nomination and Remuneration Committee.

      On December 31, 2018, the Nomination and Remuneration Committee consisted of 4 members, consisting of 3 non-executive directors and 1 executive director. The policy is to nominate persons to serve as chairmen of the Nominating and Remuneration Committee. The return must not be the Chairman of the Board and must be an independent director.

    4. The Corporate Governance Committee

      According to the charter of the Good Corporate Governance Committee, the composition of the Good Corporate Governance Committee must be no less than 3 persons and not be the management of the Company. The Board of Directors will appoint the Corporate Governance Committee. The term of office is 3 years, selected from a number of directors and / or management of the Company and / or qualified persons. Good Corporate Governance Committee members must be knowledgeable in Corporate Governance and use the knowledge as well as the experience of working as a good corporate governance committee to achieve the objectives of the Company. However, Features, Tenure, Scope of Authority and Responsibility including the number of time the annual meeting of the Good Corporate Governance Committee must comply with the charter of the Good Corporate Governance Committee.

      On December 31, 2018, the Good Corporate Governance Committee consists of 3 non-executive directors. The Company has the policy of appointing a person holding the position of Chairman of the Good Corporate Governance Committee and not Chairman of the Board.

    5. Executive Committee

      According to the charter of the Executive Board, the composition of the Executive Committee shall not be less than 5 persons. The Board of Directors shall appoint the Executive Committee is select from a number of directors and / or executives of the Company and / or the qualified persons. Moreover, it must not be a member of the Audit Committee and the term of office is 3 years. The Executive Committee must be a person with knowledge, ability and experience that would be beneficial to the Company's business also to be honest and ethical in conducting business. It must not be a director, an executive or an entrepreneur in the same business as the Company unless the entity is a subsidiary, joint venture or joint venture of the Company. Also, Features, Tenure, Scope of Authority and Responsibility including the number of times in the annual meeting of the Good Corporate Governance Committee must comply with the charter of the Good Corporate Governance Committee.

      On December 31, 2018, the Executive Committee has 5 members. The Company has the policy that the Chairman of the Board of Directors shall not be the Chairman of the Executive Committee in order to create a balance between management and good corporate governance.

  3. Board Meetings

    1) Board of Directors

    The Board of Directors requires that at least 6 meetings, be held every quarter to consider the financial statements in accordance with the law. And may hold additional meetings as deemed appropriate by the Chairman. And there should be meetings between independent directors and auditors to discuss the issues about the management in the organization at least once a year. Also, non-executive directors must meet at least once a year, with no executive and management directors attending the meeting. To discuss the issues related to responsibilities and responsibilities, all directors are required to attend the Board of Directors’ meetings unless than 75% of the annual meeting.

    There should be unless than one quorum of the Board of Directors present at the meeting, so that the meeting can be opened. There must be at least 2 in 3 of the total number of directors attending the meeting. The Chairman of the Board serves as chairman of the meeting and if the chairman of the board is not present at the meeting or is unable to perform his duties. The Board of Directors selects one director to serve as the chairman of the meeting. All directors have the opportunity to discuss and express their opinions openly. In the event that directors of the Company, stakeholders are significantly involved in the subject matter under consideration. The director must leave the meeting during the consideration of the matter.

    To vote by resolution of the Board of Directors’ meeting, the votes should be counted as follows:

    1. In the general case, the resolution of the Board of Directors is composed of majority votes. If the votes are the same, the chairman of the meeting shall have the casting vote.
    2. In case of replacement of vacant seats. The resolution of the Board of Directors consists of votes of unless than 3 in 4 of the remaining directors.

    The directors who have conflict of interest in the consideration must abstain from voting on such matters.

    2) Audit Committee

    The Board of Directors requires an Audit Committee meeting at least once a quarter. Additional meetings may be convened by the Chairman of the Audit Committee. At the meeting, there must be at least on half of the members of the Audit Committee attending the meeting to constitute a quorum. The Chairman of the Audit Committee chairs the meeting and if the Chairman of the Audit Committee is not present at the meeting or is unable to perform his duties. One of the members of the Audit Committee is to preside over the meeting. In the meeting of the Audit Committee with related agenda or other relevant agenda, the Company’s auditor and the Company’s internal auditor also top management in accounting must be participate for clarity, completeness, reliability for preparing the financial statements.

    To vote, majority of the members of the Audit Committee who attend the meeting and cast their votes. One member of the Audit Committee has one vote. If the votes are the same, the chairman of the meeting shall have the casting vote. The Audit Committee with vested interests in the consideration will have to abstain from voting on that matter.

    3) Risk Management Committee

    The Board of Directors requires that, the Risk Management Committee meet at least 4 times a year, and held additional meetings as deemed appropriate, by the Chairman of the Risk Management Committee. At the meeting, at least on half of the members of the Risk Management Committee shall be present at the meeting. The Chairman of the Risk Management Committee chairs the meeting.

    If the Chairman of the Risk Management Committee is not present at the meeting or is unable to perform the duties, the Risk Management Committee also selects one, Risk Management Committee to chair the meeting.

    To vote the majority of the members of the Risk Management Committee attend the meeting and cast their votes. One Risk Management Committee member has one vote. If the votes are the same, the chairman of the meeting shall have the casting vote. The Risk Management Committee has a stake in the consideration will have to abstain from voting on that issue.

    4) Nomination and Remuneration Committee

    The Board of Directors requires at least 2 meetings a year of the Nomination and Remuneration Committee, and held additional meetings as deemed appropriate by the Chairman of the Nomination and Remuneration Committee. At the meeting, there must be at least on half of the members of the Nomination and Remuneration Committee to attend the meeting. The Chairman of the Nomination and Remuneration Committee chairs the meeting. If the Chairman of the Nominating and Remuneration Committee is not present at the meeting or is unable to perform duties, the Nomination and Remuneration Committee selects one of the Nomination and Remuneration Committee members to chair the meeting.

    To vote the majority of the members of the Nomination and Remuneration Committee attend the meeting and cast their votes. One member of the Nomination and Remuneration Committee has one vote.

    If the votes are the same, the chairman of the meeting shall have the casting vote. The Nominating and Remuneration Committee with vested interests in the subject matter will have to abstain from voting on such matters, except for the consideration of remuneration for all committees.

    5) Good Corporate Governance Committee

    The Board of Directors requires a meeting of the Corporate Governance Committee at least 4 times a year. Additional meetings may be held as the Chairman of the Good Corporate Governance Committee deems appropriate. At the meeting, a good corporate governance committee member must attend not less than on half of the total number of the members of the Corporate Governance Committee to constitute a quorum. The Chairman of the Good Corporate Governance Committee presides over the meeting. If the Chairman of the Good Corporate Governance Committee is not present at the meeting or is unable to perform the duties, the Good Corporate Governance Committee selected one of the good corporate governance committees to chair the meeting.

    To vote the majority vote of the members of the Good Corporate Governance Committee who attend the meeting and vote. One good Corporate Governance Committee member has one vote. If the votes are the same, the Chairman of the meeting shall have an additional vote as a casting vote. Good Corporate Governance Committee with vested interests in the subject matter will have to abstain from voting on such matter.

    6) Executive Committee

    The Board of Directors requires that, the Executive Board meetings must be held at least once a month. There must be executive director approval. In less than on half of the total number of the members, a quorum is convened although the Chairman of the Executive Committee shall preside over the meeting.

    If the Chairman of the Executive Board is absent or unable to perform the duties, the Executive Director will select one of the Executive Directors to chair the meeting.

    To vote, the majority of the Executive Directors who attend the meeting and cast their votes.

    The one executive director has one vote. If the votes are the same, the chairman of the meeting shall have the casting vote. Executive Directors with vested interests in the subject matter will have to abstain from voting on that issue.

    At the meeting of the committees, every committee has to clear agenda. The meeting documents are sufficient and submitted to the Board of Directors at least 7 days in advance, so that the Board of Directors has sufficient time to study the information before attending the meeting and may request additional information. Unless urgent need to maintain the rights or benefits of The Company will inform the meeting by other means and set the date faster.

    The Company will schedule the meeting in advance every year to make an appointment with each director in advance. The minutes of the meeting were certified by the Board of Directors and authenticated by the Chairman of the Board and filing the original and digital document to facilitate the directors and related parties can check the reference. The Company shall disclose details of the number of meetings and the meeting’s attendance for past year of the director that will be show in the annual report and annual registration statement.

    In 2018, the Company held a meeting of shareholders and each committee. By the way, should be set the agenda to be clear. The meeting documents are sufficient and sent to the Board of Directors at least 7 days in advance, so that the Board of Directors has sufficient time to review the information before attending the meeting. Adding an agenda after the delivery of a document, only be possible on very justified grounds and must be approved by the Chairman of the Board. In summary, the number of meetings for 2018 is as follows:

    Meeting type Number of meetings
    1) 2018 Annual General Meeting of Shareholders 1 Time
    2) Extraordinary General Meeting of Shareholders 1 Time
    3) Board of Directors Meeting 8 Times
    4) Meeting between non-executive directors and the auditor to discuss issues related to corporate governance 1 Time
    5) Meeting during non-executive directors to discuss and exchange ideas about issues related to responsibilities and good corporate governance 1 Time
    6) Audit Committee Meeting 6 Times
    7) Risk Management Committee Meeting 4 Times
    8) Nomination and Remuneration Committee Meeting 3 Times
    9) Good Corporate Governance Committee Meeting 4 Times
    10) Executive Board Meetings 32 Times

    The details of the directors attending the meeting individually including the remuneration for each director are summarized in “Title 19 Management Structure” of this Annual Report.

  4. Limitation of the number of the registered company in which the Director of the Company could serve as its director

    To effectively execute the Board of Directors’ performance, the policy is to limit the number of listed companies in which each director does not hold more than 5 directorship positions, and requires the executive directors to hold director positions in listed companies outside the group of companies not over 2 companies.

  5. Determination of the remuneration

    The “Compensation Policy of All Committees” policy is designed to provide a framework and guidelines for determining the remuneration of each committee. The compensation should be consistent with experience, obligations, scope of roles and responsibilities. (Accountability and Responsibility) The criteria are comparable to the level of performance in the same industry. To ensure that, the level and composition of the compensation is appropriate and sufficient to motivate and maintain the quality committee as desired.

    Principles and consideration criteria

    The Board of Directors assigns the Nomination and Remuneration Committee to propose the Remuneration of all committees to the Board of Directors for their approval. Then, the proposal shall be considered in the shareholders’ meeting for the approval under the following criteria:

    1. Role, scope, authority and responsibility of Board of Director and each committee.
    2. The collective and individual performance of the committees.
    3. The operational performance of the Company, based on the type and size of the Company’s business.
    4. The remuneration survey, in comparison with other companies in the same industry.

    Components of remuneration

    To reflect the duties, responsibility and mission of the committees, the components of remuneration determination are composed, can divided 3, such as Meeting attendance fee, Annual remuneration and Bonus or other similar remunerations.

    Remuneration Determination Process

    The Board of Directors sets up the remuneration determination process to comply with the principle of good governance based on transparency and accountability. The consideration process is as follows;

    1. 1. The Nomination and Remuneration Committee considers and determine the remuneration in accordance with the principle in item 4.
    2. The Nomination and Remuneration Committee proposes the remuneration rate to the Board of Directors for the approval.
    3. The Board of Directors approves and proposes the remuneration rate to the Shareholders’ meeting for the approval.
    4. The shareholders’ meeting approves the remuneration rate. The amount of remuneration in 2017 that the Company paid to directors and executives (Details as shown in the “Management Structure” section 19 of this Annual Report)
  6. Performance evaluation of the Board of Directors Sub-committee and Chief Executive Officer / CEO

    All committees shall evaluate their own performance to be a guideline for development and improvement to expand the work of the committees to cover all aspects in compliance with the Company’s business operation.

    The Board of Directors shall evaluate the performance of the Chairman of the Administration Committee in comparison with the corporate goal and the individual competency. The evaluation shall be based on the qualitative factors such as leadership, strategy creation and implementation, planning, performance, relationship with the Directors, relationship with outside agency, administration, relationship with the personnel, succession, knowledge of product and service, as well as the individual qualification. The evaluation process and principle shall be annually considered by each set of committees.

    1) Performance evaluation of the Board of Directors

    The Board of Directors has the policy to determine the performance of the Board of Directors by self-assessment, collectively and individually, as follows;

        • Self-evaluation of each set of Committee To evaluate the collective performance of the whole Committee
        • Self-evaluation of the individual Committee To evaluate the individual performance of individual committee

    2) Performance evaluation of the committee

    The Board of Directors has the policy to set the committee to self-evaluate the performance by providing a group assessment. The purpose is to evaluate the work of the subcommittee in the overall of the faculty.

    3) Performance evaluation of the CEO

    The Board of Directors has the policy for the Board of Directors to evaluate the performance of the CEO.

    4) Processes and criteria for evaluation

    The procedures and criteria for the evaluation will be reviewed by every board each year. The process and criteria for the evaluation for the CEO will be reviewed by the Board of Directors every year. In 2018 The Board of Directors and the Sub-committees determine the process and criteria for self-assessment and for the CEO as detail below;

    The Process of Self-Assessment and Performance Evaluation

    The Board of Directors and Sub-committees determine the process of self-assessment and evaluation of performance of the CEO is as follows:

    Process of Self-Assessment of the Board of Directors and Sub-committees and the CEO

        1. The Board of Directors requires the self-evaluation form of the Board of Directors, both group and individual. And there is a self-assessment form of self-evaluation by individual committees. In addition, the form of performance appraisal of the Chairman of the Executive Committee/ CEO, which is the top management of the organization, is set out once a year to serve as a framework for evaluating the performance of the Executive Committee. And / or good practice. Also used as a tool to review and improve the performance over the past year.
        2. The Board of Directors shall approve and review the performance appraisal form of the Board. Including the performance evaluation form of the Executive Chairman. The sub-committee shall approve and revise the self-assessment form of the faculty. To be accurate, complete and in accordance with the rules prescribed by the regulatory body.
        3. Company secretary, the self-assessment form of the Board of Directors and the form of performance appraisal of the Chairman of the Executive Board/ CEO shall be submitted to the Board of Directors. Including Sub-committee secretary. Deliver the self-assessment form of the faculty. Within December every year.
        4. The Company's Board of Directors made the self-assessment form of the Board of Directors and the performance evaluation form of the Chairman of the Executive Committee/ CEO. Including committees of committees. Make a self-assessment and return the secretary to the subcommittee. Within January of every year.
        5. Company Secretary / Secretary to the Board Summary the results of the assessment and input into the agenda of the Board of Directors. To analyze the performance evaluation results of the Board of Directors. Subcommittee and the Executive Chairman.
        6. Secretary to the Board of Directors / Secretary to the Board of Directors Takes further analysis and comments from the Board of Directors. To make a plan to carry out the improvement.

    Criteria for Self-Assessment and Performance Evaluation

    The criteria used in the performance appraisal of the Board of Directors, the subcommittees and the CEO is as follows:

    Self-Assessment form The Board of Directors Self-Assessment Form Audit Committee
    Evaluation content Number of items Evaluation content Number of items
    Group Group
    1. Structure and Qualifications of the Board of Directors 15 1. Structure and Qualifications of the Audit Committee 5
    2. Roles and Responsibilities of the Board of Directors 22 2. Audit Committee Meeting 6
    3. Board of Directors’ Meetings 9 3. Roles and responsibilities of the Audit Committee 9
    4. The duties of the Board of Directors 7 4. Relationship with Management 4
    5. Relationship with Management 5 5. Self-Development of the Audit Committee 4
    6. Self-Development of Directors and Management Development 6    
    Total 64   28
    Individually  
    1. Structure and Qualifications of the Board of Directors 2
    2. Board of Directors’ Meetings 4
    3. Roles and Responsibilities of the Board 5
    Total 11


    Self-Assessment Risk Committee Self-Assessment form Nomination and Remuneration Committee
    Evaluation content Number of items Evaluation content Number of items
    Group Group
    1. Structure and Qualifications of the Risk Management Committee 7 1. Structure and Qualifications of the Nomination and Remuneration Committee 7
    2. Risk Management Committee Meeting 6 2. Nominating and Remuneration Committee Meetings 6
    3. Roles and Responsibilities of the Risk Management Committee 6 3. Roles and Responsibilities of the Nomination and Remuneration Committee 7
    Total 18   20


    Self-Assessment Risk Committee Self-Assessment form Nomination and Remuneration Committee
    Evaluation content Number of items Evaluation content Number of items
    Group Section 1: Progress of the Plan (Specify goals and status)
      Section 2: Performance Measurement
    1. Structure and Qualifications of the Good Corporate Governance Committee 7 1.1 Leadership 6
    2. Good Corporate Governance Committee Meeting 6 1.2 Strategic Planning 6
    3. Roles and Responsibilities of the Good Corporate Governance Committee 6 1.3 Compliance Strategy 6
    Total 19 1.4 Planning and Financial Performance 6
        1.5 Relationships with the Board 6
        1.6 External Relations 5
        1.7 Administration and relations with personnel 6
        1.8 Succession 3
        1.9 Product and service knowledge 4
        1.10 Private feature 6
          54
        Section 3: Development Executive Chairman Specify comment  
        3.1 The strengths that the CEO should maintain  
        3.2 Issues that the CEO should receive. Develop more in the next year.  

    To allow the Board of Directors, the sub-committees and the CEO compare the results of each topic or compare the results of each year. The scoring method is as follows: (Score 4 points or equal 100%)

    0 = Strongly disagree or no action on that issue
    1 = Disagree or take action on that matter a bit
    2 = Agree or take action on that matter fairly
    3 = Quite agree Or have a good deal on it
    4 = Strongly agree Or have a great deal about it

  7. Development of Directors and Executives of the Company

    The Company has a policy to encourage all directors and executives to be trained to increase their knowledge under the good corporate governance. The training can be done within the company or training from outside institutions. The directors / audit committee must attend courses related to the Duties of the Company’s Director / Audit Committee.

  8. Orientation of new directors and support for training

    The Company is aware of the importance of the duties of the new director. The new directors are required. All you have to join “Orientation for new entrants” as required by the Company. The Company will provide information and lectures on the Company’s business. Including other relevant information for the directors who have been appointed to the position of the Company are acknowledged. There are important contents, including the roles and responsibilities of all committees. Holding and trading securities of directors Report of Directors’ Benefits Meeting management Information Disclosure. Contact with compensation management and the benefits to directors and sub-committees, Power grid and general information of the company including the Charter of the Audit Committee, Charter of the Internal Audit Department, Scope of Authority and Responsibilities of the Internal Audit Department and inter-measure measures etc.

  9. Report of the Board of Directors
    1. The Board of Directors is obliged to prepare the collective financial report and financial database of the Company and its subsidiaries / affiliates. The said financial report shall be in accordance with the prevailing accounting standard in Thailand. It shall adopt the proper accounting policy and constantly comply with it. The Audit Committee and auditor shall mutually consider the appropriateness of regularly-applied accounting policy in making of the financial report. The Board of Directors emphasizes the Audit Committee and auditor to cautiously prepare the financial statement and adequately disclose the important information in the note to the Financial Statement.
      The Board of Directors shall assign the Audit Committee to be responsible for the quality of the financial report and the internal control system.
    2. The Board of Directors shall provide the important reports of the company. They include the reports which affect the price of the stock, the decision on investment or the benefits of the shareholders.
    3. The Board of Directors shall disclose the Charter of all committees and all significant policies of the Company.
    4. The Board of Directors shall disclose the followings in the annual report and annual information declaration.

      (1) Performance evaluation process and criteria used for evaluation of the Board of Directors and individual Directors, as well as performance evaluation process and criteria of all sets of committees.

      (2) The number of meetings and meeting attendance of all Directors and all committees.

      (3) The remuneration of all Directors and all committees.

      (4) The Board of Directors shall disclose the yearly information of the training attendance of all Directors and all committees.

      (5) The Board of Directors shall disclose the report of the stock selling, buying or holding, together with the yearly change of stock possessing of the individual Directors and individual Executives, in accordance with the definition of the Securities and Exchange Commission Office.

    5. The Board of Directors shall provide any report which it deems that the shareholders and general investors should know under the scope of duty and responsibility assigned by the shareholders.

    The Board of Directors is of the opinion that, financial reports of the company. And its subsidiaries as on December 31, 2017 are accurate, complete and reliable.

  10. The supervision of operation of the subsidiaries / affiliates

    subsidiaries / affiliates requires the approval of the Board of Directors. The appointed Director of the subsidiaries / affiliates shall operate the business for the utmost benefits of the subsidiaries / affiliates. The Company requires the appointed Director to obtain the approval from the Board of Directors prior to the vote casting of the important agenda which normally requires the approval of the Board of Directors, if the Company considers such agenda by itself. The appointment of the Directors to operate the business, as a representative of the Company, in the subsidiaries / affiliates shall be according to the share-holding proportion of the Company.

    In case of the subsidiaries, the Company shall supervise the appointed Director to set up the regulations for the related transactions, the gain or disposal of asset or any important transactions of the subsidiaries, so that the transactions would be accurately carried out. The regulations shall be based on the same principles of the Company with regard to the similar transactions and information disclosure. The appointed Director shall supervise the information and accounting records of the subsidiaries to ensure their accountability. The financial information of the subsidiaries shall be delivered to make the collective financial statement of the Company in time.

  11. Supervision and risk management policy

    The Board of Directors realizes the significance of the risk management. It is directly obliged to manage the risk of the organization to support the effective operation of the Management until it achieves the organizational goals. As the organization may face the business uncertainty affecting the Company’s objectives/goals, the Board of Directors determines the relevant risk management policy and framework in all aspects to cover all risk factors.

    The Board of Directors has set the risk management policy and framework in all aspects and covers the risk factors of the business by setting guidelines within the company. This is based on the chance of occurrence and the severity of the impact, risk reduction, regular reporting and monitoring and evaluation processes, including the emphasis on early warning signs.

    Policy Objectives and Scope

    1. To be the framework for enterprise risk management of the Company and Group of Companies as well as to be the guidelines for practicing enterprise risk management of the Company and Group of Companies to be in accordance with the entire organization bases on law, rules and regulations of the relevant sectors, including to anticorruption according to the principles of Good Corporate Governance.
    2. To lead to the actual practice and the harmony with enterprise risk management and internal control which is considered the significant component of the Company and Group of Companies’ activity.
    3. To determine roles and responsibilities for controlling the determined risk appropriately.
    4. This policy shall be effective with all operation of directors, executives and all employees in organization.

    Roles and Responsibilities

    1. Board of Directors is responsible for the overall regulation and monitoring the enterprise risk management operation appropriately and regularly via risk management committee.
    2. Audit committee supports the Board of Director to perform enterprise risk management operation by reviewing the enterprise risk management policy whether it is appropriate and effective or not.
    3. Executive committee is responsible for considering and reviewing the enterprise risk management and internal control system of the Company and Group of Companies.
    4. Chairman of the Executive committee is responsible for performing according to the policy, regulating the organization to strictly practice and monitoring the constant implementation as well as crating the awareness of risk and enterprise risk management to become the organizational culture.
    5. Risk management committee is responsible for creating the confidence that the significant enterprise risk is regularly determined and evaluated, including having the effective risk management by responsible for the following matters: Set policy, practice and framework for enterprise risk management for the Company and Group of Companies to be the guidelines for business operation to be in accordance with securities and exchange law, the regulations of SET or the relevant laws to the business operation of Company and Group of Companies, including the measure and practices of anticorruption, Monitor, follow up and support the achievement of enterprise risk management in organizational level to the project level considering the risk of each aspect to evaluate, analyze and make decision to ensure that there is the risk management that concludes all processes of business operation, review practice and framework for enterprise risk management comparing to the international practice and propose suggestion to the Board of Director for the revision as appropriate, consider the review of risk and guidelines for risk management of the Company and Group of Companies as the agency has evaluated the risk, including give recommendation for revision, monitor the effectiveness of enterprise risk management of the Company and Group of Companies by having continual monitoring and review, report the risk with the highest and high level to the President of Executive Committee, Executive Committee, Audit Committee and Board of Directors.
    6. Internal audit team is responsible for review the effectiveness of the internal risk control trough the annual internal audit, which is the monitoring of business process bases on the risk factors, including revise the fault.
    7. All executives and employees are responsible for identifying, analyzing, evaluating and sorting the risk of department they are in charge of, including determine the appropriate measure of risk management as it is the part of responsible job.

    The Company has disclosed and disclosed information on major risk factors in the annual report, which covers risks in every aspect. The Board of Directors has assigned the Risk Management Committee to formulate policies and operational framework for risk management.

    The Company (Risk Management Framework) as well as the roles and responsibilities of the management by overseeing and supporting risk management at the organizational level. As well as the project level. Raise the importance of risk-based considerations and assess each factor to make proper use of resources and processes to align with the direction of the organization and enhance risk management capabilities. Throughout the organization

    In addition, the Board of Directors has assigned the Audit Committee to review the internal control system and internal audit to ensure that the operation is effective. And cover all sides. Both accounting and finance. Property Care working, Operation is legal, related regulations. The Internal Audit Department is responsible for assessing risk and assessing control activities at the operational level within the organization. Include a review of financial reports and risk management information by reporting to the Audit Committee on a quarterly basis.

    Moreover, the Company has appointed a management team to enable the organization to carry out concrete work to achieve the objectives and goals set. The scope of duties and responsibilities are as follows:

    1. Has the duty to support the performance of the Risk Management Committee.
    2. Define policies and guidelines for risk management. Prepare risk management plan. Risk assessment, recommend preventive measures and solutions.
    3. Analyze, identify, and evaluate operational risks of the Company. Include risk prioritization, management plan, recommendations for improvement, to reduce the risk.
    4. The Communicate understanding of the risk management plan to the company’s personnel. Can be practically implemented.
    5. Monitor the implementation of measures in each line. Provides a systematic risk management process across all lines of business and reduce the impact on the business of the company.

  12. Business Ethics

    (Cited by Business Ethics Policy Revised Version dated on November 19, 2018)

    The Board of Directors shall establish the system to ensure that the Company’s operation shall comply with the laws and good ethic. That shall acknowledge all employees about the business morality and ethic framework. It shall regularly review the moral practice in response to the changing expectation of the company and shareholders. Moreover, it shall disclose the morality and ethic framework in the company’s business ethic policy. The Board of Directors shall establish the good ethic practice, so that all Directors, Executives and employees acknowledge and comply with that.

    The Board of Directors has prepared a “policy on (Business Ethics Policy) and Good Code of Conduct for Ethics to communicate to every board. All management and employees acknowledge and comply with them. The Board has approved and approved a review of the Business Ethics Policy. For the Board of Directors Meeting No. 1/2018 on February 21, 2018 and No. 7/2018 on November 12, 2018, the objective is to prepare and review the policy as follows:

    1. To guide the work in accordance with the ethics beyond Business Elements and Code of Conduct.
    2. To create and maintain relationships and responsibilities for all stakeholders including shareholders, employees, customers, trading partners, creditors, competitors, society, communities and the environment also participants for making a mutual benefit.
    3. To understand the principles and practices of the private interests of directors, executives and employees as well as the interests of the Company and the Group without conflict of interest.
    4. To create security and safety in health, work, the environment and the protection of corporate assets.

    This policy sets the framework for action to be used as a guideline for achieving the same goal by defining the vision and mission of the organization, Business Ethics including Anti-Corruption, Ethics of Directors Management and staff, Ethics for Stakeholders which covers responsibilities for shareholders, employees, customers, partners / creditors , competitors, safety, health and environment in the organization. And responsibilities to the social, community and the environment including the guidelines for clarity, convenient for directors, executives and employees of the Company to be aware of the standards of practice that the Company expects and adhere to as a guideline for its operations for every involved with all stakeholders. The details of the full policy can be found at

    http://www.gunkul.com/th/sustainability/charters which can summarize the important content as follows;

    Business Practices

    The Company and the Group have guidelines for conducting business by complying with relevant laws, regulations, rules and regulations, good corporate governance policy and business ethics including any other relevant policies, by conducting business with transparency, honesty and fairness to all stakeholders. There is a system for reviewing the work system for transparency through the internal control system and internal audit.

    Ethics of Directors, Executives and Employees

    1. Compliance with relevant laws and regulations

    The director, executive and employee are required to comply with the related laws and regulations, as well as the requirements of the Stock Exchange of Thailand, the SEC Office and other related supervisory authority.

    2. Conflict of Interest and Use of Insider Information

    The directors, executives and employees are not allowed to use inside information for personal gain or for the benefit of related person or the third party, including information not disclosed to the public under the rules of the SEC Office and the Stock Exchange of Thailand, including any related laws.

    3. Responsibilities towards Property of the Company and Its Group

    Utilizing the assets and resources of the Company and the Group to maximize benefits. Prepare documents that are the property of the Company and the Group with honesty, prudence, cautiousness, and in accordance with the specified standards. Either related to accounting, financial or other relevant regulatory requirements, including the provision of a system for storing documents and maintaining the level of importance and confidentiality of documents to be accurate, complete and able to be examined

    4. Information Technology

    Comply with the “Information Technology Policy” of the Company and the Group, including relevant laws and regulations to maintain stability and security of the information technology system of the company and its group. Including checking and evaluating the adequacy of the policy and internal control system by independent agencies at least once a year. Also having risk assessment at least once a year by setting risk levels and determining measures or practices for risk control.

    5. Non-infringement of intellectual property or copyright

    Everyone must comply with all laws, regulations and contractual obligations regarding the right to intellectual property rights, including patents, copyrights, trade secrets and other proprietary information that will not violate the right of intellectual property rights and the use of others in corruption methods. In addition, intellectual property and copyright that creating from the performance of duties that has been assigned by the Company or the work that used for the Company. It is considered as the property of the Company and must be delivered to the Company regardless of the information, work or copyrighted work will be stored in any form.

    Ethics towards the Stakeholders

    1. Responsibilities towards Shareholders

    Create morel value for shareholders in the long term by performing their duties responsibly, prudently and honestly under reasonable decisions based on sufficient, accurate information, without direct or indirect interest. Including reporting information on management, operating results and information of the Company and the Group for shareholders to acknowledge regularly, completely according to the criteria of the Securities and Exchange Commission and the Stock Exchange of Thailand, to be sufficient for the decisions of all shareholders equally.

    2. Responsibilities towards Employees

    The Company and the Group have a policy to treat employees fairly by adhering to the principles of equality in terms of employment and compensation, appointment, promotion, migration and potential development along with Moral development. As well as, encouraging employees to participate in the presentation of operational guidelines as information for improving the organization.

    3. Responsibilities towards Customers

    The Company and the Group are determined to treat customers in both the public and private sectors with the responsibility to provide quality products and services that meet the standards, meet the requirements and satisfy the customers by providing a system and process for receiving complaints from customers in order to promptly resolve problems from complaints. Also, providing a channel for information and adequate guidance for customers about the Company and the Group’s products and services.

    4. Responsibilities towards Trading Partners/ Creditors

    Trading Partners
    Determine to treat trade partners equally and fairly by taking into account the fairness of both parties and avoiding situations that cause conflicts of interest by complying with the conditions agreed upon with partners, debtors and / or creditors. Also, must not support products or actions that violate intellectual property.

    Creditors
    The Company and the Group has a policy of adhering to creditors equally, fairly and transparently including comply with the terms and conditions of various contracts with creditors correctly. Also repaying the loan and / or interest to the creditors completely and in accordance with the agreed deadline .

    5. Responsibilities towards Trade Competitors

    Determine to treat competitors under the framework of laws relating to trade competition practices and strictly comply with intellectual property laws.

    6. Occupational Safety and Environment in the Organization

    The Company and the Group adhere to the safety, occupational health and environment according to the laws, regulations and according to the international standard.

    7. Responsibilities towards Community and Environment

    The Company and the Group focus on business activities together with social responsibility with regard to nearby communities, efficient use of resources and sustainable environmental protection by strictly complying with environmental laws and regulations. Support and cooperate for various activities to improve community learning; as well as, manage the work with the goal of preventing the impact on the environment. Also, constantly reviewing and evaluating the Company’s performance on a regular basis, whether or not affecting the environment or not. Moreover, to use technology to make the operation more efficient.

    8. Human rights practices

    The Board of Directors attaches importance and recognizes the importance of respecting human rights in accordance with international standards in order to ensure that the business operations of the Company are free from violations of human rights and work rights. The Company will provide fairness and protect people who report human rights violations related to the Company by using measures to protect the complainants specified in the “ Anti-Corruption and Whistle Blowing Policy”. If anyone commits a violation, it must be considered disciplinary according to the regulations that set by the Company and might be punished by law if such action violates the law.

    The Company determines the duties and responsibilities of all directors, executives and employees to understand and comply with the policies and practices set forth in the Code of Business Conduct. The meeting was organized to clarify, media outreach and do activities to continually understand. To get the employees of the company to acknowledge and understand the importance of compliance with the business ethics policy, the Company requires the executives in charge of the organization to take the responsibility for the employees under their supervisory line to understand and promote to comply with the Code of Business Ethics and all employees must act as a good example. In addition to the Code of Business Conduct set out in the Business Ethics Handbook, the Company has created Corporate Shared Values for employees to enhance their corporate values and culture. It is a clear recommendation for employees to understand which one they need to do or ignore. This is consistent with the policies set out in the Business Ethics Handbook. This makes the practice more concrete and if the personnel of the Company are failure to do so is a violation of the Company and the Group’s regulations and also require a review of “Business Ethics Policy” annually.

  13. Investor Relations Ethics

    Basic principles of investor relations ethics

    1. Disclose important and necessary information to make accurate and timely investment decisions.
    2. Do not use internal information for personal gain and others.
    3. Disclose information equally and fairly by giving opportunities for all related parties to access and inquire information.
    4. Perform duties with integrity in the profession based on the principles of equality.

    Code of Conduct for Investor Relations

    Perform work in accordance with the rules, regulations, and relevant laws in accordance with the regulations of the Securities and Exchange Commission (SEC), the Stock Exchange of Thailand and the regulatory agencies related to the Company’s business on the basis of the principles of investor relations ethics.

  14. Leadership and Vision

    Board of directors recommends company to have vision, mission, goal, policy, operational Direction, long-term strategy and plan & annual budget by assigning executive management to present and board of directors to comment and discuss to get common agreement before approval. Board of directors appoints president of executives to develop and implement business strategy. Role, duty and responsibility of board of directors, sub-committee and executive committee are needed to be identified reviewing at least every years.

    According to the resolution of the Board of Directors Meeting No. 7/2018, held on November 12, 2018 and the Board of Directors Meeting No. 1/2019, held on February 20, 2019, the Board reviewed the Company’s vision and mission which has been amended to the current version as follows;