(Citation to Good Corporate Governance Policy, Revised Version dated on March 1, 2021)

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 GovernancePolicy” for theBoard 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 and was last reviewed in theBoard of Directors Meeting No. 1/2021 on February 24, 2021. 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:

Principle: Shareholders have ownership rights by controlling the Company through the appointment of the Board of Directors to act on their behalf and have the right to make decisions about material changes of the Company. Therefore, the Company should encourage shareholders to exercise their rights.

The Board of Directors places importance on the rights of shareholders by not taking any action that infringes or deprives shareholders of their rights, either major shareholders or minority shareholders, Thai shareholders or foreign shareholders. The fundamental rights of shareholders as stipulated by law and the Company's Articles of Association are as follows:

  1. The right to trade or transfer shares
  2. The right to obtain profit sharing from the business
  3. The right to be treated equally in the event that the Company repurchases shares
  4. The right to receive adequate, complete, timely, transparent, and consistent news and information from the Company, as well as to get critical update information via the Company's website, both in Thai and English
  5. The right to attend the meeting and to exercise the right to vote at the shareholders' meeting or authorize others to attend the meeting and vote on their behalf to appoint or remove directors, determine the directors' remuneration, appoint an independent auditor, determine the auditor's remuneration, including any other matters that affect the Company, such as the allocation of dividends, determination or amendment of the Articles of Association, and the Memorandum of Association, capital reduction or capital increase, including approval of special items, etc.
  6. The right to propose agenda for the shareholders' meeting in advance
  7. The right to nominate a person to be elected as a Company’s director
  8. Any other rights as prescribed by law

Additionally, the Board of Directors has established a policy to facilitate and promote attendance at shareholders' meetings in order to assist the Company's shareholders, including institutional investors, to exercise their fundamental rights to attend and vote at shareholders' meetings as follows:

1. Actions prior to the shareholders' meeting date

  • Provide shareholders an opportunity to submit opinions, make inquiries, or propose agenda items prior to the meeting date, subject to certain criteria specified, by notifying shareholders via the Stock Exchange of Thailand channel and disclose on the Company's website.
  • Provide shareholders an opportunity to nominate a candidate for election as the Company’s director in advance of the meeting date, subject to certain criteria, by notifying shareholders via the Stock Exchange of Thailand channel and disclose on the Company's website.
  • Deliver the meeting invitation letter and supporting documents to shareholders at least 14-21 days in advance (or any other period required by law) and publish in a newspaper for at least 3 consecutive days to notify shareholders of the date scheduled for the shareholders' meeting in accordance with the law, including disseminating the invitation letter and supporting documents, both in Thai and English, on the Company's website at least 30 days prior to the meeting.
  • Fully specify important information in the meeting invitation letter, such as the date, time, and venue of the meeting, the meeting agenda, the supporting documents along with the Board of Directors' opinion, the criteria for counting votes in each agenda to ensure compliance with the law, proxy form as required by law, list of independent directors from which shareholders may choose to appoint a proxy to attend the meeting, clarification on proxy, registration for the meeting, presenting documents for attending the meeting, voting at the shareholders' meeting, and a map of the meeting venue, as well as the Company's Articles of Association relating to the shareholders' meeting and voting.

2. Actions on the date of the shareholders' meeting

  • The Company shall determine the date, time, and venue of the meeting in the primary interest of the shareholders and shall provide adequate and appropriate personnel and technology for the number of shareholders.
  • The Company shall provide ballots with a barcode system and arrange for an independent person to count or verify the votes and report the results to the meeting, which shall be included in the minutes of the meeting.
  • The Chairman of the meeting will explain the meeting's rules, voting procedures, and allot appropriate meeting time, as well as provide shareholders an opportunity to make inquiries, express their opinions and suggestions. The Board of Directors, the Audit Committee, Chairman of all sub-committees, relevant management, auditor and/or legal advisor, and/or independent financial advisor, and/or financial institutions (as applicable) shall attend the shareholders’ meeting to response to inquiries, including senior management, Company Secretary, and Secretary to all committees.
  • If shareholders are unable to attend the meeting in person, the Company allows shareholders to appoint independent directors or any other person to attend the meeting on their behalf.

3. Actions after the shareholders' meeting

  • The Company shall disclose the resolutions of the shareholders' meeting, together with the voting results, within the date of the shareholders’ meeting or, at the latest, by 9.00 a.m. of the next business day, via notification to the Stock Exchange of Thailand's information system and disclose on the Company's website.
  • The shareholders' meeting, minutes shall be prepared within 14 days with accurate and complete information, specifying the issues raised by shareholders and the Board of Directors' response to such inquiries; submit the minutes to the related departments within the specified time; and disclose the minutes of the meeting on the Company's website for shareholders and related persons to examine.

In 2021, the Company held the 2021 Annual General Meeting of Shareholders on April 28, 2021 at the Company's meeting room (Branch Office No. 1), No. 1038-1046, Nakhon Chaisi Road, Thanon Nakhon Chaisi Sub-District, Dusit District, Bangkok 10300. All members of the Board of Directors, senior executives, secretary to all committees, and Company Secretary together with a certified public accountant and representatives from legal advisors, totaling 24 persons attended the meeting to clarify details related to the meeting agenda and answer shareholders’ inquiries. The Company has assigned the Thai Securities Depository, which is the Company's registrar, to distribute the invitation letter and supporting documents of the shareholders’ meeting together with the Annual Report, Articles of Association and criteria for shareholders' meeting and voting, Proxy form and information of independent directors who will act as a proxy for shareholders who are unable to attend the meeting in person, including the requesting form for a hard copy of the Annual Report and a map to the meeting venue, to the shareholders in advance of the meeting. The Company arranged for the dissemination of the invitation letter and supporting documents of the shareholders’ meeting, including the Annual Report and the above-mentioned documents on the Company's website at www.gunkul.com in advance of the meeting to enable shareholders to access information about the meeting more conveniently and quickly. Concerning meeting registration and vote counting, the Company informed shareholders of the rules and voting procedures prior to the commencement of the meeting and provided an opportunity for shareholders to express their opinions and ask questions about the Company and the agenda.

Principle: All shareholders, both executive shareholders and non-executive shareholders, including foreign shareholders should be treated equally and fairly.

The Board of Directors has established policies and procedures to ensure that all shareholders are treated equally and that their fundamental rights are equally protected, including providing information prior to shareholder meetings, protecting minority shareholder rights, preventing the use of inside information, avoiding conflicts of interest, and engaging in related party transactions, as well as internal controls and internal audits as follows:

1. Providing information prior to the shareholders' meeting and protecting the rights of minority shareholders

  • The Company prepares meeting invitation letters and supporting documents, both in Thai and English, by notifying the meeting schedule, agenda, and opinions of the Board of Directors in the invitation letter, through the Stock Exchange of Thailand’s information reporting system and disclose on the Company's website at least 30 days in advance of the date of the shareholders’ meeting.
  • The Company informs shareholders the meeting's procedures and rules, including registration, proxy voting, and voting methods.
  • The Company provides an opportunity for shareholders to submit inquiries, propose agenda and nominate a person for election as the Company’s director in advance of the date of the shareholders' meeting, with clearly defined criteria, by notifying through the Stock Exchange of Thailand channel and disclose on the Company's website.
  • The Company provides shareholders an opportunity to submit inquiries, propose agenda items, and nominate a candidate for election as the company’s director in advance of the date of the shareholders' meeting, with clearly defined criteria, by notifying shareholders via the Stock Exchange of Thailand's information reporting system and disclose on the Company's website.
  • The Company conducts the shareholders' meeting according to the order specified in the meeting invitation letter, without adding any unnotified meeting agendas.
  • The Company requires shareholders who are directors or executives to disclose their financial interests and relationships with related parties and give them no right to vote on matters involving a potential conflict of interest.

2. Supervision of the Insider Trading Treatment

  • The Company shall notify directors and executives to report their securities holdings in the Company and any changes in their holdings, including of their spouse and minor children, to the Securities and Exchange Commission ("SEC") in accordance with Section 59 and the penalties imposed by Section 275 of the Securities and Exchange Act B.E. 2535 (as amended), and to submit a copy to the Company Secretary on the same day. The securities holdings report shall be reported to the meeting of the Good Corporate Governance Committee and the Board of Directors for acknowledgement every quarter as well.
  • The Company requires that directors, executives, staffs, employees, and person involved in the Company’s operation and the group of companies who are aware of material inside information that could affect the trading price of securities refrain from trading in the Company's securities prior to the date on which the financial statements or inside information will be made public.
      • Independent Directors Not less than 7 days or upon receipt of supporting documents for the Board of Directors' meeting whichever is earlier.
      • Executive Committees, Executives, Employees, Persons involved in the Company and the Group financial information that are capable of recognizing or possessing internal information. Not allow to trade the Company's securities from the date of acknowledging the Company's financial statements to the date of disclosing financial statements to the public via the Stock Exchange of Thailand channel, as knowledge of financial information may pose a risk or result in the use of the Company's insider information.

    However, after the Company discloses information to the public, they are permitted to trade the Company's securities following the 24-hour period.
    Additionally, those with access to such insider information are prohibited from disclosing it to others until it has been notified via the Stock Exchange of Thailand channel.
  • The Company's directors, executives, employees, person working for the Company and the Group are prohibited from using insider information about the Company that has or may affect the Company's securities price that has not yet been disclosed to the public for trading, offering for trading, or soliciting other people to trade shares or other securities (if any) of the Company, whether directly or indirectly, whether receiving benefit or not.
  • The Company has taken significant disciplinary action against those seeking benefits from the use of insider information or disclosing it to the extent that it causes damage to the Company by considering the appropriate punishment, which include a verbal warning, a written warning, probation, as well as termination of employment due to termination, or dismissal, as the case may be. The Board of Directors has approved the aforementioned guidelines.

3. Prevention of conflicts of interest

  • The Company requires those who are involved or have an interest in the transaction must notify the Company regarding the relationship or interest in the said transaction. If that person is a director, such person shall not participate in the decision making including abstrain from approval such transactions.
  • If a conflict of interest arises in any transaction that is not a general trade condition, the transaction must be approved by the Board of Directors and must adhere to the rules of the Capital Market Supervisory Board, the Securities and Exchange Commission, the Stock Exchange of Thailand, or any other relevant regulation.

4. Related Party Transactions

  • If a related party transaction occurs, the Company shall comply with the Securities and Exchange Act and all applicable regulations, notifications, orders, and requirements of the Capital Market Supervisory Board, Securities and Exchange Commission, Stock Exchange of Thailand, and any other applicable regulatory authority, including the Company's related party transaction disclosure requirements under the Accounting Standard established by the Federation of Accounting Professions.
  • In the case of related party transaction is a normal business transaction and a normal business support transaction with general trading conditions, including transactions of giving or receiving financial support in which a listed company or its subsidiary provides financial assistance to a juristic person of which the listed company or subsidiary is a shareholder in proportion to their participation of interests in that juristic person under general trading conditions or better, the Company shall comply with the framework of the authority approved by the Board of Directors' meeting.
  • In the case of related party transaction is another type of transaction, the Company shall submit to the Board of Directors for consideration by complying with the regulations of the relevant regulatory Authority.

5. Internal Control and Internal Audit

  • The Board of Directors, the Audit Committee, and management are all directly responsible for establishing and maintaining an internal control system, including taking action to ensure the system's efficiency on a regular basis in order to foster confidence in an accurate and trustworthy of information system and financial report.
  • The Company has established an Internal Audit Department to be responsible for auditing the effectiveness of Company's operations and report audit finding directly to the Audit Committee.
  • At least once a year, the Audit Committee evaluated the suitability and sufficiency of internal control system by proposing to the Board of Directors for consideration, comment, and specification in the Annual Registration Statement / Annual Report (Form 56-1 One Report).

Principle: Stakeholders should be protected by the Company in accordance with legal rights under applicable laws. The Board of Directors should consider establishing a process to foster collaboration between the Company and stakeholders in order to generate financial value and ensure the Company's business's sustainability.

The Board of Directors places importance on the rights of all stakeholders, including shareholders, customers, business partners, creditors, competitors, employees, society, communities, and the government sector, as defined by applicable laws and existing agreements with the Company. The Company therefore establishes practices for treating all stakeholders fairly, as well as guidelines for conducting business in accordance with environmental quality standards, anti-corruption, non-infringement of intellectual property, and avoidance of human rights violations while adhering to basic principles of fairness and equality. There is a compliance monitoring mechanism in place, as well as channels for receiving suggestions or complaints, by defining it as the following policy or guideline:

1. Rights of all stakeholders according to laws or agreements with the Company.

Shareholders The Company is committed to conducting business with integrity, transparency, morality, and ethics, and to disclosing adequate information by growing and expanding the business and generating appropriate returns for shareholders and investors on a continuous and sustainable basis.
Customers The Company is accountable to customers by upholding the quality and standards of products and services, which includes responding completely and comprehensively to customers’ needs in order to foster long-term customer satisfaction.
Partners The Company treats partners fairly and in accordance with commercial terms and mutually agreed-upon contracts, and has a policy of continually establishing and developing relationships with them.
Creditors The Company abides by commercial terms and contracts mutually agreed upon, including providing creditors with various information upon request.
Competitors The Company conducts business within the framework of fair competition and develops the market’s growth for mutual benefit in the industry.
Employees The Company is committed to treat all employees fairly and providing reasonable returns, which includes providing a quality work environment.
Society/Community and Environment The Company is accountable for ensuring that the operations do not have an adverse effect on the community or social environment, including compliance with applicable laws and regulations. Additionally, the Company has engaged in Corporate Social Responsibility (CSR) activities aimed at fostering community and social development.
Public sectors The Company conducts business in order to enhance and develop the country while adhering to applicable laws, rules, regulations, and policies.

2. Communication channels with the Board of Directors for submitting suggestions, whistleblowers, or complaints

To safeguard the rights of stakeholders, the Board of Directors has established channels for all stakeholders to provide suggestions, report information, and file complaints regarding suspected violations or non-compliance with applicable laws, rules, regulations, or corporate governance policies, such as inaccurate financial reporting or a deficient internal control system. The Company will conduct an investigation and take steps to ensure that all parties are treated fairly. Whistleblowers' information will be kept confidential to safeguard and protect the whistleblowers.

Recommender or whistleblower is able to communicate to the Board of Directors as follows:

3. Anti-corruption policy and whistleblowing or complaints

As the Board of Directors places importance on Anti-Corruption, the Company therefore has established an "Anti-Corruption Policy and whistle-blowing or complaints" as guidelines for the Company's operations focusing on transparency, sustainability, and compliance as an integral part of business operations.

The Company and the Group have a policy prohibiting directors, executives, employees, and contractors from engaging in any form of corruption, directly or indirectly, whether as a recipient, giver, or offer a bribe to an individual or organization. The policy and practice guidelines are reviewed on an annual basis. To stay current with changes in the business environment, rules, regulations, and legal requirements, the Company joined the Thai Private Sector Collective Action Against Corruption (CAC) project in 2017 and was renewed in 2020.

The whistleblower who witnesses an act that raises suspicions of corruption at the Company may report the information via the channels defined below:

The whistleblower must specify the details of the matter to be reported or complaints (Name or position of the complainant, committed crimes discovered, when the perpetrator is seen) along with the source's name, address, and telephone number, and send it to one of the following channels:

Principle: The Board of Directors should ensure that the Company discloses all material information both financial and non-financial, accurately, completely, timely, and transparently, via easily accessible, equal, and reliable channels.

The Board of Directors places importance on the timely disclosure of accurate, complete, transparent, and lawful information, including financial reports and general information, as well as other significant information that affects the stock price and the decisions of investors and stakeholders of the Company. Thus, all those associated with the Company received information in an equal manner. The Company will disseminate information via the Stock Exchange of Thailand channel as well as through the Company's website.

1) Disclosure

  • The Board of Directors recognizes the responsibility to ensure that financial reports are accurate, complete, and reasonable, and prepared in accordance with generally accepted accounting principles. As a result, the Board of Directors has assigned the Audit Committee to be responsible for reviewing financial reports to ensure accuracy, completeness, and reliability. The Company is required to disclose information in a timely manner in accordance with applicable regulatory requirements.
  • The Company is required to disclose the roles and responsibilities of the Board of Directors and sub-committees, credential of each director, the number of meetings of all committees held and the attendance of each director, the remuneration of directors and senior executives, the process and criteria for evaluating the performance of all committees, information on individual directors' development and training, and a report on stock trading/ holdings of the Company's securities, as well as any change in holdings shall be disclosed in Annual Registration Statement / Annual Report(Form 56-1 One Report).
  • The Company has required all employees not to misuse inside information or to seek benefits for themselves or families, or their peers in an improper manner, including the requirement to maintain confidential of the Company information and internal documents. However, the use of inside information must be limited to the employee's assigned duties and responsibilities.

2) Channel to contact the Company Secretary/ Investor Relations Department

Company Secretary / Investor Relations Department
telephone (66) 2 242-5867/ (66) 2 242-5876
Email ir@gunkul.com
Website www.gunkul.com

The Company discloses information relating to the Company through various channels in order to keep shareholders and general investors informed accurately and completely, including information disclosure about the Company's operating results quarterly and annually, information on investments in various projects, revised policies, as well as the preparation of reports on financial and general information about the Company, together with Board of Directors’ responsibilities to the financial report together with auditor’s report in the Annual Registration Statement/ Annual Report (Form 56-1 One Report) and shall disclose other matters according to Good Corporate Governance through the Annual Registration Statement/ Annual Report (Form 56-1 One Report) and the Company's website.

Apart from disclosing information in accordance with the Securities and Exchange Commission and the Stock Exchange of Thailand’s regulations, the Company has established channels of communication with shareholders, investors, and analysts both domestically and internationally. Investor Relations is responsible for directly communicating and disseminating information.

In addition, various information has been disclosed through the Company's website at www.gunkul.com in both Thai and English so that other stakeholders shall be able to get information equally and thoroughly. Interested parties can inquire or request any information from the Company's Investor Relations Department at telephone number 0-2242-5876, 0-2242-5867 and 0-2242-5868 or e-mail: ir@gunkul.com

The composition of the Board of Directors set forth in the Board of Directors’ charter as follows:

  • Not less than 5 persons but not more than 12 persons
  • A minimum of one-third of the Company's directors must be independent directors
  • Not less than half of the Company's directors must reside in the Kingdom of Thailand
  • The Board of Directors should have a proportion of directors with diverse range of knowledge and expertise suitable for the business, and shall be a balance of power within the Board of Directors.

Currently, according to the Company's Affidavit dated January 11, 2022, the Board of Directors consisted of 11 members consisting of:

  1. 5 Independent Directors representing 45.45% of the total directors
  2. 6 Non-Executive Directors representing 54.55%* of the total directors
  3. 5 Executive Directors, representing 45.45% of the total directors
  4. 4 Female Directors representing 36.36% of the total directors
    * include 5 independent directors

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.

Sub-Committees’ Information

The Board of Directors has appointed five sub-committees to support the Board of Directors in carrying out its responsibilities, including the Audit Committee, Risk Management Committee, Nomination and Remuneration Committee, Good Corporate Governance Committee, and Executive Committee.

1) Audit Committee

The Audit Committee is a sub-committee, appointed by the Board of Directors to assist the Board of Directors in the operation and ensure that the business has a good governance system. The Audit Committee is appointed with the objective to promote operational efficiency and enhance the organization's value. To conduct the duty effectively, the Audit Committee is required to maintain the relationships with the Board of Directors, the executives, and the external and internal auditors of the Company. Each Audit Committee member is required to develop and maintain proficiency and knowledge, as well as an understanding of the duties and responsibilities, including the business and risk of the Company.

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

The Board of Directors’ meeting No. 3/2021on April 28, 2021, appointed the Audit Committee, consisted of 3 directors as of December 31, 2021.

2) Risk Management Committee

The Risk Management Committee is responsible for assisting the Board of Directors in determining Risk Management Policies and guidelines, developing a risk management plan and risk assessment, recommending preventive and corrective measures, as well as monitoring and supervising the operation to ensure compliance with measures provided, in order to ensure systematic risk management process throughout the entire organization. Thus, the impact on business operations will be mitigated and will enhance compliance with laws, regulations and rules stipulated by supervisory agencies.

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.

The Board of Directors meeting No. 1/2021 on April 28, 2021, appointed the Risk Management Committee, consisted of 4 directors, as of December 31, 2021.

3) Nomination and Remuneration Committee

The Nomination and Remuneration Committee is responsible for supporting the Board of Directors by determining policies, criteria, and procedures for selecting the person with qualifications suitable and aligned with the Company's business strategy, as well as provide recommendations on criteria for determining appropriate and consistent remuneration with the current situation.

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.

The Board of Directors meeting No. 1/2021 on April 28, 2021, appointed the Nomination and Remuneration Committee, consisted of 4 directors, as of December 31, 2021.

4) Good Corporate Governance Committee

The Good Corporate Governance Committee is responsible for supporting the Board of Directors in determining good corporate governance policies and guidelines to accommodate the international good corporate governance principles that listed companies should follow to achieve concrete operations outcome throughout the organization that adhere to the principles of good corporate governance, and to enhance the Company to grow in a sustainable manner through business management with integrity, transparency, and accountability. This will enhance confidence among shareholders, investors, stakeholders, and all other related parties.

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.

The Board of Directors meeting No. 1/2021 on April 28, 2021, appointed the Good Corporate Governance Committee, consisted of 3 directors, as of December 31, 2021.

5) Executive Committee

The Executive Committee is accountable for assisting the Board of Directors in managing and controlling the Company's business to ensure an overall concrete outcome to enhance the Company to grow sustainably through business management with integrity, transparency, and verifiable manner. This will enhance confidence among shareholders, investors, stakeholders, and all other related parties.

However, Features, Tenure, Scope of Authority and Responsibility including the number of time the annual meeting of the Executive Committee must comply with the charter of the Executive Committee.

The Board of Directors meeting No. 1/2021 on April 28, 2021, appointed the Executive Committee, consisted of 5 directors, as of December 31, 2021.