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Corporate Governance and Business Code of Conduct Policy Responsibility to Stakeholders Policy Handbook

Corporate Governance and Business Code of Conduct Policy

The Company is committed to conforming to the 5 core values of Good Corporate Governance principles, which are incompliance with the Principles of Corporate Governance of the Organization for Economic Co-operation and Development (OECD),

the Securities and Exchange Commission (SEC), and the Stock Exchange of Thailand (SET). The principles are presented in 5 categories:

01

Rights of Shareholders

The Board of Directors recognizes the significance of the rights of the shareholders. They will not engage in any action which will violate or diminish the rights of the shareholders. To this end, a policy has been established and disclosed to the public through the various channels of the Company. This policy confirms that the Company supports and encourages the exercising of shareholders’ rights. Such rights include basic statutory rights, the right to receive crucial information, the right to propose agendas and to nominate candidates for directorial positions, the right to submit inquiries prior to the Annual General Meeting; and the right to participate in and vote at Annual General Meetings. Requirements are in place to regularly improve and enhance such exercise of rights for the utmost benefit of the shareholders.

02

Equitable Treatment of Shareholders

In order to assure shareholders of equitable treatment of all shareholders by the Company, the Board of Directors has established a corporate governance policy to require protection of shareholders’ rights and fair and also ensure equitable treatment of all shareholders. For instance, this policy requires the equal exercise of rights by major shareholders and minor shareholders at the Annual General Meeting; the equal disclosure of information; the prevention of Conflicts of Interests or the use of internal information to illegitimately benefit oneself and others; strengthen the relationship with the shareholders.

03

Responsibilities to Stakeholders

The Board of Directors has established a policy requiring consideration of statutory rights of stakeholders and the agreements they have with the Company when interacting with them. This policy is to be observed by the Board of Directors, Executives and Employees of all levels in order to ensure the proper protection of such rights and the appropriate treatment of such stakeholders. It encourages cooperation between the Company and stakeholders on the creation of wealth, financial security, business integrity, as well as the preservation of the environment, society and, sustainable development. (The details of policy / responsible practices concerning stakeholders are published in the business code of conduct on Page 67).

04

Disclosure of Information and Transparency

The Board of Directors appreciates the significance of information quality, information security and equitable, transparent and fair disclosure of information via accessible and credible channels. A policy has been established to ensure the preparation and disclosure of financial-information, non-financial information and personal data are adequate, timely and credible. The information being disclosed must have been prepared carefully, clearly, correctly, transparently and accountably in compliance with laws as well as the Company’s personal data privacy policy. The language used should be clear, and concise. Crucial information needs to be disclosed regularly, regardless of whether it is positive or negative, in order to maintain the confidence of shareholders and stakeholders and assure them that they are receiving information in an equitable manner as per the requirements of rules, laws and the articles of association of the Company and relevant governmental agencies. The Board of Directors may assign the Audit Committee and / or the management to act on their behalf as necessary.

05

Responsibilities of the Board of Directors

As an assurance for the shareholders and the investors, the Company, by the Board of Directors, has established visions, missions, directions, operational strategies, and supervision with an efficient performance monitoring and evaluation system in place, which is independent from the management, to review the operation of Executives in accordance with the good corporate governance principles. The areas reviewed are as follows:

5.1 Transactions with Possible Conflict of Interests

  1. The Board of Directors has established a policy and practices concerning transactions that have, or possibly could have direct or indirect Conflict of Interests with Shareholders, Directors, Executives or Other Individuals. Connected transactions requiring shareholders approval are reviewed by the Audit Committee in order to ensure that the engagement in such transactions is fair, reasonable and in the interest of the shareholders. Further, they must ensure that the laws and the regulations of the Office of the Securities and Exchange Commission are observed (SEC).
  2. The Board of Directors ensures compliance with the established procedures with respect to rationality and independence. There must be a transparent transaction approving the engagement in the transactions which takes into account the utmost benefit of the Company and full compliance with the regulations of the SEC.
  3. Stakeholders are not involved in the decision-making process when engaging in such transactions. At each meeting of the Board of Directors, the Chairman of the Board of Directors will ask participants to observe this policy. Directors with possible Conflict of Interests need to inform the assembly of that fact and refrain from opining or voting on relevant agendas, or they may be required to leave the meeting.
  4. The Board of Directors supervises the full disclosure of information on transactions with possible Conflict of Interests in Form 56-1 One Report.

5.2 Risk Management

  1. The Board of Directors is determined to sustainably create added value and security for the business in accordance with the good corporate governance principles. To this end, the Risk Management Committee is established at the level of the Board of Directors to establish the Company’s risk management policy, risk appetite, and the corporate risk management framework while providing suggestions regarding the risk management as well as implementing an efficient risk management system in order to control the key risks of the Company at the acceptable level.
  2. The Board of Directors ensures corporate-wide compliance with the risk management framework, advises on the management of key risks, reviews risk management reports and monitors key risks in order to ensure that the management of such risks is sufficient and appropriate.

5.3 Internal Control and Internal Audit Systems

  1. The Board of Directors realizes the significance of the internal control system and has arranged for its implementation in order to provide reasonable assurance of operational efficiency, financial report credibility and compliance with regulations and policies, as well as anti-corruption guidelines. The Internal Audit Function is set up with independence in their discharge of duties. They are responsible for reviewing the sufficiency of the internal control system for the various activities of the Company in order to report to the Audit Committee and the Board of Directors respectively.
  2. The Board of Directors annually reviews the suitability and adequacy of all five components of the internal control system: Control Environment, Risk Assessment, Control Activities, Information and Communication, and Monitoring. This is to ensure achievement of the Company’s objectives and goals; and to consistently improve the internal control system.
  3. The Board of Directors provides for an official and transparent system through which the relationship between external and internal auditors can be maintained. In this regard, the Audit Committee is required to support the Board of Directors’ duty and responsibility in auditing the operations of the Company and its subsidiaries. Also, the Audit Committee shall fairly and independently provide opinions on internal control and risk management systems.
  4. The auditor must confirm his / her independence to the Audit Committee annually, as well as report to them on the procedures used at his / her audit office. The auditor must also present the Non-Assurance Service (NAS) to the Audit Committee for approval before starting the service. This is to provide assurance of his / her independence.
  5. The auditor has the right to review reports or other financial reports issued by the Board of Directors in conjunction with the financial statements he / she has reviewed. He / she has the right to report any anomaly in the report which does not correspond with the financial statements he / she has reviewed.
  6. The audit fee and other fees paid to the auditor are disclosed in Form 56-1 One Report in order to enhance the transparency and the independence of the auditor.