Good Corporate Governance Policy

Message from the Chairman of the Board of Directors

The Board of Directors aims to promote the Company and its subsidiaries / affiliates to be an effective organization in terms of business operation and good corporate governance. The Company shall operate the business with justice, transparency, accountability and responsibility to all stakeholders.

Hence, the Board of Directors has prepared the “Good Corporate Governance Policy,” so that the Board of Directors, committees, Executives and employees shall adhere to the policy as the practice guideline and operate the organization according to the good governance. As a result, the Company is expected to generate the profit and long-term value to the shareholders. This shall affirm the trust of all stakeholders and enhance the Company’s competitiveness for the sustainable development.

December 2017


1. Introduction

Good Corporate Governance (GCG) is an important administrative principle gaining attention from the public. The Board of Directors, the committees, the supervising agency, Executives and employees shall adhere to the systematic administration and Good Corporate Governance, by which this principle shall serve as the guideline for the Company’s operation and quality administration, emphasizing on transparency and accountability. As a result, the operation shall attain the standard, work efficiency, high competitiveness, and more values for the entrepreneur. Overall, the Good Governance shall satisfy all stakeholders. Hence, the Company set up the Good Corporate Governance Policy, so that the Board of Directors, the committees, the Executives and employees shall hold this policy as the operational guideline, as follows;

  1. Accountability Responsibility for the result of the duty performance and reasonable explanation for such operation
  2. Responsibility Conducting the duty with full capacity and efficiency
  3. Equitable Treatment Respect in the right of stakeholders. Treatment to the stakeholders with honesty and equality, as well as allowing the stakeholders to fairly participate.
  4. Transparency Disclosure of information and transparent and accountable operation
  5. Value Creation Creation of the value to the business in both short and long term through development, improvement and higher competitiveness
  6. Ethics Morality and business ethics
2. Objectives
  1. To serve as a policy in supervision, following-up, control and overseeing of the authorized administrative personnel. In this regard, the administration shall be systematically managed to effectively use the organization’s resources in order to attain the determined goal.
  2. To fairly allocate the ultimate benefits to all stakeholders.
  3. To review this policy annually.
3. Guideline on Good Corporate Governance
Section 1 Rights of Shareholders

Principle : The shareholders exercise the ownership right and controls the Company through the appointment of committees. The shareholders are entitled to decide on the important change of the Company, therefore the Company shall encourage the shareholders to exercise his rights.

The Board of Directors realizes the significance of the rights of the shareholders and shall not violate or restrain the rights of the majority or minority, Thai or foreign shareholders. The basic rights of the shareholders according to the laws and Articles of Association are as follows;

  1. Right to sell, buy or transfer the share
  2. Right to receive the dividend
  3. Right to get the equal treatment with regard to treasury stock
  4. Right to access the Thai and English current information adequately, completely, timely, transparently, regularly via the Company’s website.
  5. Right to attend the meeting and cast the vote in the meeting, or assign the proxy to attend the meeting and cast the vote on his behalf to appoint or remove the Director from the position, to determine the remuneration of the Director, to appoint the independent auditor, to determine the remuneration of the auditor, as well as any matter affecting the Company such as allocation of the dividend, establishment or change of the Articles of Association and Memorandum of Association, decrease or increase of capital, approval of the special transaction, etc.
  6. Right to propose the agenda for the meeting of the shareholders in advance
  7. Right to nominate the name in the election of the Director of the Company
  8. Any rights as stipulated by the laws

Besides, the Board of Directors shall follow the policy to facilitate and promote the attendance of the shareholders to support them to exercise the basic rights with regard the o meeting attendance and voting as follows;

1) Procedure Prior to the Meeting of Shareholders
  • Allow the shareholders to submit the opinion, inquiry or agenda prior to the meeting date. In this regard, the principles shall be clarified via the website of the Stock Exchange of Thailand, and on the Company’s website.
  • Allow the shareholders to nominate the name in the election of the Director of the Company prior to the meeting date. In this regard, the principles shall be clarified via the website of the Stock Exchange of Thailand, and on the Company’s website.
  • Submit the invitation letter for the meeting, together with meeting documents to the shareholders at least 14-21 days in advance (or in time required by the laws). The meeting day of the shareholders shall be publicized in the newspaper not less than 3 consecutive days in accordance with the law. The Thai and English invitation letter for the meeting, together with meeting documents shall be publicized on the Company’s website not less than 30 days prior to the meeting day of the shareholders.
  • Important information shall be completely specified in the invitation letter, including the meeting date, time, place, agendas, supporting documents of agendas together with the opinion of Directors, vote counting principles of each agenda in compliance with the law, proxy form as stipulated by the laws, list of independent committees who can be a proxy of the shareholder in the meeting, explanation on the proxy appointment method, registration, presence of the documents for the meeting attendance, voting in the meeting, map of the meeting place, as well as the Articles of Association regarding the meeting of the shareholders and the voting.
2) Procedure on the Meeting Day of Shareholders
  • Set the date, time and place of the meeting by considering the convenience of the shareholders. Prepare the personnel and technology adequately and suitable to the number of the shareholders.
  • Prepare the voting card with bar code. The independent staffs shall count or check the votes and announce the result to the meeting. The vote result shall be recorded in the minute of the meeting.
  • The Chairman of the meeting shall clarify the meeting rules, vote casting method, and time allocation. The Chairman shall allow all shareholders to ask, opine, and make suggestion. The Board of Directors, the Audit Committee, chairmen of all committees,
    involved Executives, auditor and / or legal consultant and / or independent financial consultant and /or the crediting bank (as the case may be) shall attend the meeting of the shareholders to answer all questions in the meeting. Additionally, the Executives, secretary of the Company, secretaries of all committees shall also attend the meeting.
  • In case the shareholder cannot attend the meeting by himself, the Company shall allow the appointment of independent committee or any proxy to attend the meeting on his behalf.
3) Procedure after the Meeting of Shareholders
  • The resolution of the meeting of the shareholders shall be announced on the voting day or at latest on 9.00 a.m. on the following day. The announcement shall be informed via the website of the Stock Exchange of Thailand, and on the Company’s website.
  • The minute of the meeting shall correctly and completely show the information, indicating the inquiries of the shareholders, the answers of the shareholders for those inquiries, within 14 days of the meeting date. The said minute shall be delivered to the relevant agency within the specified time. Moreover, the minute of the meeting shall be displayed on the Company’s website for the inspection of the shareholders and involved persons.