Corporate Governance Policy

      The Company’s Board of Directors is entitled to set up Corporate Governance Policy which encompasses 5 major principles to be in line with the guideline of the Stock Exchange of Thailand, the details of which are as follows :.

1. The Rights of Shareholders

      The Company is well aware that all the fundamental rights of the shareholders both as investors and company owners must be significantly recognized. Such rights include the right to purchase or transfer the securities they hold, the right to receive the Company’s sharing profits, the right to adequately access the Company’s information, the right to attend the shareholders’ meeting wherein they can express their opinions and vote on resolutions on the Company’s significant matters ;for instance, the dividend payment, the appointment or dismissal of a director, the appointment of the external auditors, the approval of any crucial transaction which might affect the directions of the Company’s operation, the amendment on Memo of Association or Articles of Association and so on.

      Moreover, to support and facilitate the shareholders in exercising their rights, the Company manages to arrange the Shareholders’ Annual General Meeting within the first 4 months of the Company’s fiscal year. As for the so called “Extraordinary Shareholders’ Meeting”, each will be called for only when it is deemed appropriate.

      Invitation letters together with the meeting agenda and related documents with adequate fact(s), reason(s) and opinion(s) of the Board of Directors will be distributed for the shareholders to consider 7 or 14 days prior to the meeting date, depending on the subjects. The Company also advertises the Meeting notice in the press 3 days consecutively before the date of meeting

      Provided that a shareholder is unable to attend the meeting in person, the Company allows him/her to assign an independent director or any person to attend and vote on his/her behalf. To this regard, the shareholder as the Proxy Grantor must inform the Company in writing by filling in one of the proxy forms attached with the meeting invitation letter or downloaded from the Company’s website.

      During the meeting, the Company provides equal opportunities for the shareholders to make enquiries or to express their views. Therein, all the Company’s directors and relevant management are present to be acknowledged of the shareholders’ opinions as well as to answer the questions raised. Every question-and-answer issue and all the significant opinions are recorded in the minutes of meeting to facilitate the shareholders’ scrutiny.

      Such minutes, written after the meeting date, presents the complete and accurate information which is examinable.

2. The Equitable Treatment of Shareholders

      The Company has a policy to treat all the shareholders equally be they major shareholders, minor shareholders, institutional investors or foreign investors. Independent directors are assigned by the Company to be responsible for looking after the minor shareholders.

      The shareholders’ meeting is properly conducted according to the scheduled agenda in respect of the Company’s Articles of Association. Related information is clearly presented. No un-informed agenda is introduced to the meeting neither is an important agenda which the shareholders need some time to make a prudent study before making a decision. In case that a shareholder is unable to attend the meeting in person, the Company allows him/her to assign an independent director or any person to attend and vote on his/her behalf. To this regard, the shareholder as the Proxy Grantor must inform the Company in writing by filling in one of the proxy forms attached with the meeting invitation letter or downloaded from the Company’s website.

      Voting process is transparent with regard to the order of agenda items. During the meeting, the shareholders are entitled to cast the vote to express their agreement or disagreement or even to abstain from voting on such issues as related transactions, the acquisition or the disposal of the Company’s assets and so on. The agenda on director election provides the shareholders with the chance to elect the directors as individual persons to replace the ones who retire by rotation.

      The Company has established the Code of Business Ethics for the employees , stipulating the importance of keeping the information of both the Company and its subsidiaries in confidence. It has also set up penalty for any staff who makes use of the inside information for his/her own benefits or implement the same in the manner that may damage the Company’s reputation. Additionally, the trading or transferring of the Company’s securities by using confidential information and / or inside information is prohibited in the like manner as the conduct of juristic act, using the Company’s confidential information and / or inside information since such doing may cause damage to the Company either directly or indirectly.

      The Company has set up a measure to prevent the improper “Insider Trading” by relevant persons who are directors, executives, and staff working in the department related to the inside information (including their spouses and minors). According to the measure, such relevant persons are not allowed to trade the Company’s securities a month before the disclosure of the quarterly and annual financial statements. The Company has informed its directors and executives not only of their duty to report their holding of the Company’s securities but also the penalty according to the Securities and Exchange Act of B.E.2535 and the regulations of the Stock Exchange of Thailand. In case that the directors or executives trade the Company’s securities which they hold, they are obliged to report changes in the possession of their own securities, spouses and minors to the Office of Securities Exchange Commission to comply with Section 59 of the Securities and Exchange Act of B.E.2535 within 3 weekdays so that it is further disclosed to the public.

      Pertaining to this matter, the Company has set up the disciplinary penalty to apply to any relevant person who discloses or makes use of the Company’s inside information for seeking his / her own personal interests. The degree of penalty varies, according to the case, from verbal warning , written warning to probation or dismissal.

3. The Role of Stakeholders

      The Company equally respects the rights of all the stakeholders whether they are the inside stakeholders such as the Company’s employees and management or outside-party stakeholders such as creditors and customers, etc. It also realizes that the support and suggestions from every group of its stakeholders are valuable and beneficial to both the operation and business development. Therefore, it will perform the duty to comply with the law and other related regulations to ensure that all the rights of the stakeholders are well protected. Moreover, for the Company’s stability, the cooperation between the Company and all the groups of stakeholders are strongly supported. With respect to this, the Company follows the directions below to appropriately treat each stakeholder group.

      The Company will conduct its business to be in line with the law and other related regulations to assure the shareholders of the best protection of their rights.

4. Disclosure and Transparency

      The Company’s Board of Directors takes as its obligation the disclosure of the Company’s financial and other Company-related information to be complete, accurate, and transparent in compliant with the regulations of the Office of Securities Exchange Commission and the Stock Exchange of Thailand. Additionally, it discloses other significant information which may affect the price of the Company’s securities which in turn impacts on the decision of the Company’s investors and stakeholders. Such information is accessible to the Company’s shareholders, investors and the public via the channels and media of the Stock Exchange of Thailand as well as the Company’s website.

      For Investor Relations, the Finance and Group Accounting Department is assigned to represent the Company in communicating with institutional investors, shareholders, analysts and relevant state organizations; whereas, the Administration Department is accountable for corporate reports.

      The Company’s Board of Directors is responsible for the consolidated financial statements of the Company and its subsidiaries as well as any financial-related information presented in the Company’s Annual Report. Such financial statements are prudently prepared pursuant to the accounting principles generally accepted country-wide based on the appropriate accounting policy to which the Company regularly conforms. The Audit Committee is obliged to verify the quality of the Company’s financial reports and internal control system, including the adequacy of the disclosure of important information in notes to the financial statements prior to submitting all to the Board of Directors’ and the Shareholders’ meetings respectively.

5. Responsibilities of the Board of Directors

1) Structure of the Board of Directors

      The Board of Directors of the Company is made up of individuals recognized for their knowledge and capabilities. It plays the vital role in setting up the corporate policy and image besides independently overseeing, auditing, and assessing the Company’s performance to be in accordance with the Business Plan.

      The Board of Directors totally comprises 10 directors, 4 of whom are independent directors. The appointment of the independent directors in such adequate and proper proportion enables the balance of power in the Board of Directors. The Company’s administration is finally examined by the Audit Committee which consists of 3 accredited independent members.

      According to the Company’s Articles of Association, at every Shareholders’ Annual General Meeting, one-third of the directors who have the longest terms in office shall retire. Nevertheless, provided that the number of the directors is not a multiple of three, then the number nearest to one-third shall retire from office. The retirement of the directors in the first and the second year after the listing of the Company on the Stock Exchange of Thailand is based on the method of lot-drawing. As for in the later years, the directors who serve the longest terms shall retire. The Company’s Articles of Association also prescribes that the retired directors are eligible for the re-election. Furthermore, whether a director or a committee member can continuously remain in office without break for the longest period will be determined by the Company by taking into account his / her individual qualifications and appropriateness.

      The Board of Directors has approved to embrace the disclosure of the number of other companies in which each director has his / her position as a significant criterion for the Board of Directors election. The Company; thus, discloses the information of all the directors who also are directors of other companies in details. At present, 7 directors of the Company’s Board are holding the positions of director in other companies. However, since those directors have sufficiently devoted their time carrying out the Company’s tasks with all their efforts, the holding of their positions in other companies does not affect their performance at all ; moreover, they regularly join the Board of Directors’ meetings of the Company and always provide practical opinions for the Company therein.

2) Committee

      To bring about efficiency in corporate governance, the Company established 2 sets of committee, namely the Risk Management Committee and the Audit Committee. It has also set up distinct scopes of authority, duty and responsibility for the members of such committees.

3) Role, Duty, and Responsibility of the Board of Directors

      The Company’s Board of Directors is made up of individuals who are knowledgeable, proficient, expert and well equipped with beneficial experiences in various fields apart from distinguished leadership. They collectively set visions, missions, strategies and business directions in addition to providing efficacious oversight of the Company’s operation to fully comply with all the relevant laws and to correspond to the objectives and regulations of the Company as well as the resolutions of the shareholders’ meeting. They also set up committees to monitor and supervise the Company’s operation.

      Corporate Governance Policy

      The Company is entitled to set up the policy of good corporate governance in writing. Such policy, approved by the Board of Directors’ meeting, is regularly reviewed at least once a year in terms of content and practice.

      Business Ethics

       The Company has set up and put in writing the Code of Business Ethics as an essential guideline for the Board of Directors, the management and employees of all levels to adhere so as to conduct the Company's business and serve all the groups of stakeholders, society and the public fairly and honestly. Besides, it has announced such Code of Business Ethics and acknowledged them to its employees for strict compliance. For effectiveness, a system of follow up the practice of the Business Code of Ethics is set up and regularly applied.

      Conflict of Interest

       The Company's Board of Directors has set up the policy on conflicts of interest based on the principle that any decision on business conduct must be made with respect to the highest interests of the Company only. Any action which might lead to conflicts of interest must be avoided. It is specified that any person relevant or related to the subject to be considered is obliged to acknowledge the Company of his / her relationship or relevance to the matter. He / She is not permitted to join the party which judges the case and does not have the power to authorize that particular case and others. No conditions or regulations are specially set for such case. It is also stipulated that the Office of Internal Audit and the Audit Committee are responsible for taking care of and solving the conflicts of interest. However, to date, the Company has not experienced the problem related to the conflict of interest.

       The Audit Committee will report the carefully considered related party transaction and the matter containing a conflict of interest to the Board of Directors in compliance with the regulations of the Stock Exchange of Thailand. Such information is disclosed in the Company's Annual Report and the Updated Registration Statement (56-1 Form).

       Whenever changes in the securities holding of the Board of Directors and the management of the Company, including their spouses and minors occur, they must be informed to the Company and reported to the Office of Securities Exchange Commission, respectively according to Section 59 of the Securities and Exchange Act of B.E.2535 within 3 weekdays after the date of purchase, sale or transfer. Besides, to prevent the improper usage of the Company's inside information, the directors, executives and departments having an access to the Company's inside information are forbidden from disclosing such information to the outside parties and anyone who does not involve in the Company's securities trading a month prior to the disclosure of the Company's financial statements.

       Internal Control System

       Realizing the importance of the efficient internal control system of both the management and the operation levels, the Company has specified the scopes of the duty and the authority for its executives and employees clearly in writing. It also conducts the control of assets usage. In addition, the duties of the staff and those of the monitoring and assessment officers are segregated from each other. The Audit Committee has been set up by the Company to oversee and monitor such control system to be appropriate and efficient.

       Risks Management

       The Company evaluates the adequacy of its internal control system on a yearly basis in order to find the way to properly improve the task operation to be increasingly effective.

       Report of the Board of Directors

       The Company Audit Committee is accountable for the review of the financial report. Quarterly, such report will be presented to the Board of Directors by the Group Accounting Department. The joint meeting between the relevant staff and the management of the Group Accounting Department and the Company's auditors is scheduled at least once a year. The Board of Directors is responsible for the consolidated financial statements of the Company and its subsidiaries as well as the financial information (the report on the Board of Directors' responsibilities for financial matters) presented in the Annual Report. Such financial statements are prepared in accordance with the accounting principles certified and verified with prudence by the Company's auditors. The disclosure of significant financial-related or non-financial related information is completely and regularly done on the factual basis

4. Board of Directors’ Meeting

      The Company’s Board of Directors’ meeting is scheduled to be convened once every 3 months. However, a special meeting can be called if it is deemed necessary. The agenda items for each meeting are clear and specific. Documents concerned are sent to the directors prior to the meeting date in order to provide them with sufficient time of study, except for the emergency case. The meeting is recorded in writing. The minutes as well as other certified documents are kept for references and all must be examinable in the following meeting. The Chairman and the President of the Company jointly consider the issues to be included in the meeting agenda. To this regard, each director can also suggest issues for the Chairman and the President to consider for agenda preparation.

      During the meeting, the Company’s Chairman, as the Chairman of the Board of Directors’ meeting, will provide opportunities for the directors to independently express their opinions. Sometimes, the Company’s senior executives are invited to join the meeting for the provision of additional useful information for some particular agendas. On this occasion also that they can be directly acknowledged of the policy and put it into practice accordingly and efficiently. Decisions are based on a majority vote of the Board members attending the meeting ; one director is eligible for one vote. However, a director who has some interests in the matter under consideration shall not join the meeting and / or abstain from voting for it. In case of tie, the Chairman has the casting vote.

      The Board of Directors’ minutes of meeting, taken by the Secretary to the Board of Directors who takes part in every meeting, is presented to the chairman of the meeting to consider and sign for certification prior to being proposed as the first agenda item in the following meeting for the Board of Directors’ approval. After the approval, the Secretary will store all the information and documents related to the meetings to facilitate data references and searches.

5. Board of Directors’ Self Assessment

      The Company’s Board of Directors has the policy to evaluate the results of their own performances, taking the results of the Company’s business operation, the degree of compliance to the established policies, and the overall economic and social situations as significant criteria. The self assessment outcome will be useful for self improvement in working of each individual director.