Corporate Governance

Corporate Governance Policy

 

The Board of Directors of Symphony Communication Public Company Limited (“the Company”) is firmly committed to strengthening the Company as an organization that operates under the good corporate governance principles, has operational efficiency and excellent management, is able to adapt to changing factors, and stably and sustainably grows. Moreover, it upholds ethical conduct, respects and complies with the law, ensures transparency and accountability, and strives for maximizing benefits for shareholders while being responsible to all stakeholders. To achieve this objective, the Board of Directors has established a written “Corporate Governance Policy and Practices” since 2010, serving as a guideline for directors, executives, and employees to align their operations in a consistent and unified manner across the organization. Furthermore, corporate governance has been designated as a key agenda item in the Board of Directors’ meetings.

Additionally, the Board of Directors has assigned the Nomination, Compensation, Corporate Governance and Sustainability (NCCGS) Committee to oversee and monitor the implementation of corporate governance policy and practices by the Company’s personnel. The NCCGS Committee is also responsible for regularly reviewing the appropriateness and adequacy of the policy and practices on an annual basis to ensure that they are continually improved to align with the Company’s business model, social context, and evolving environment, as well as complying with applicable laws, regulations, rules, requirements, and stakeholder feedback. For any matters that have not yet been established as policies or implemented, the management is required to report them to the NCCGS Committee annually for further consideration.

The corporate governance policy and practices have been established based on both national and international corporate governance principles and best practices. The policy structure comprehensively covers aspects related to the Board of Directors, shareholders, and various groups of stakeholders. The most recent update to the Company’s corporate governance policy and practices was made in 2023, with its content organized into four key sections, comprising 1) rights and equitable treatment of shareholders, 2) role of stakeholders and business sustainability, 3) disclosure of information and transparency, and 4) responsibilities of the Board of Directors.

Corporate Governance Policy (Download)

The nomination and appointment of director are important as a director plays a key role in formulating business strategies and guiding the company toward the achievement of its objectives and goals. They are instrumental in promoting and supporting effective management in accordance with the good corporate governance principles, ensuring fairness, transparency, and accountability. This, in turn, contributes to long-term shareholder value, enhances stakeholder confidence, and drives the company toward sustainable growth.

To ensure that the nomination and appointment of Company’s director is conducted with transparency and clear framework and in line with good corporate governance principles, the Board of Directors of Symphony Communication Public Company Limited has assigned the Nomination, Compensation, Corporate Governance and Sustainability Committee to establish criteria and methodology for the nomination and appointment of the Company directors.

 

Criteria and Methodology for Nomination and Appointment of Company’s Director (Download)

The Board of Directors of Symphony Communication Public Company Limited (“the Company”) oversees the operations of the Company’s subsidiaries and associates to protect the Company’s investment interests through the following measures:

1. Assigning directors or executives to serve as directors, executives, or controlling persons in subsidiaries and associates, in proportion to the Company’s shareholding, to ensure effective supervision. The appointment of the Company’s representatives to take position in the subsidiary and associated company must be approved by the Board of Directors.
2. Stipulating that directors or executives who are appointed as the Company’s representatives in subsidiaries and associates must report business performance and significant changes in subsidiaries and associates to the Board of Directors on a quarterly basis. Before subsidiaries or associates undertake major transactions, such as significant asset acquisitions or disposals, joint ventures, capital increases or reductions, they must first obtain approval from the Company’s Board of Directors before proceeding with voting or exercising decision-making rights.
3. Determining that the director or executive being appointed as director or executive of subsidiary or associated companies must ensure that subsidiary or associated companies have regulations on connected transactions, acquisition or disposition of assets, or other significant transactions in a correct and complete manner and has criteria of entering into such transactions and disclosure of information similar to the criteria of the Company.
4. Supervising to ensure that subsidiary and associated companies have an appropriate and sufficient internal control system; arrange accounting and financial reports that are correct in accordance with related laws and generally accepted accounting standards and can be gathered for preparation of consolidated financial statements within specified period.
5. Encouraging subsidiaries and associates to adopt the Company’s corporate governance policies, Business Code of Conduct, and anti-corruption policy to maintain consistency in ethical business practices.

Symphony Communication Public Company Limited (“the Company”) places great importance on the proper use of the Company’s inside information that has not yet been disclosed to the public or that may have an impact on the Company’s securities price and strictly prohibits its use for personal gain or for the benefit of others in an improper manner. In the course of the Company’s business operations, directors, executives, employees, and relevant parties may have access to or become aware of material non-public information that could potentially affect the Company’s securities price and cannot yet be disclosed to shareholders, investors, or the public. Therefore, the use of such internal information must be appropriately managed to prevent any leakage or misuse that could lead to unfair advantage over others. Such actions not only constitute a legal violation but may also damage the reputation of the Company.

To ensure equality and fairness for all shareholders, the Board of Directors has established a written the “Use of Internal Information and Securities Trading Policy” to prevent directors, executives, employees, and external parties performing duties for the Company who have access to or are in possession of undisclosed internal information from using such information to trade the Company’s securities or to seek benefits for themselves or others in an improper manner.

 

Use of Internal Information and Securities Trading Policy (Download)

Symphony Communication Public Company Limited (the “Company”) is committed to conducting its business with integrity, honesty, openness, transparency, and fairness. It has established guidelines prohibiting directors, executives, and employees from engaging in any activities that conflict with the company’s business interest, whether it is operating a business that competes with the Company, doing any acts that may cause the Company to lost benefits or receive benefits less than expected, sharing or transferring benefits of the Company, using the Company’s information to seek personal benefit, or holding shares in competitor company.

If connected transactions are necessary, the Board of Directors ensures that the company strictly complies with the Securities and Exchange Act, along with the rules, regulations, announcements, orders, and requirements of the Capital Market Supervisory Board, the Securities and Exchange Commission, the Stock Exchange of Thailand, and other relevant regulatory authorities. The Company also adheres to disclosure requirements for related party transactions in accordance with accounting standards set by the Federation of Accounting Professions.

In the event where a connected transaction is an ordinary business transaction and a transaction supporting ordinary business with general trading conditions, the Company shall comply with the framework of authority approved by the Board of Directors.

In the event where a connected transaction is not an ordinary transaction or a transaction supporting ordinary business, the Company shall present the said transaction to the Audit Committee for consideration and opinions before proposing to the Board of Directors or shareholders for approval before entering into the transaction (depending on the transaction size).

To provide directors, executives, and employees with guidelines for performing their duties with honesty and without seeking personal benefits that conflict with the Company’s interests and in compliance with the Securities and Exchange Act as well as regulations, announcements, orders and requirements of the Capital Market Supervisory Board. the Securities and Exchange Commission, and the Stock Exchange of Thailand, the Board of Director has determined the practical guidelines about vested interest and conflict of interest as a part of the Business Code of Conduct and has established “the Connected Transaction Policy”. The Business Code of Conduct and the Connected Transaction Policy have been formally communicated to all directors, executives, and employees. Additionally, all personnel are required to sign an acknowledgment and agreement to comply with the Business Code of Conduct and the Connected Transaction Policy.

To prevent transactions that may create conflicts of interest with the Company and to ensure compliance with relevant regulations and announcements, the Company requires directors and executives to submit a report on their interests as well as those of related persons to the Company Secretary. This report covers any interests related to the management of the Company or its subsidiaries and must include disclosures on any directorships or executive positions held in other entities by the reporting director or executive, as well as by their related persons. The initial report must be submitted within 30 days from the date of assuming a position in the Company and must be updated whenever there is a change in the declared interests. This ensures that directors have complete and accurate information when considering approvals for transactions involving the Company and its subsidiaries. The Company Secretary is responsible for maintaining these reports and sending a copy to the Chairman of the Board and the Chairman of the Audit Committee within seven business days from the date the Company receives the report.

 

Connected Transaction Policy (Download)

Symphony Communication Public Company Limited gives importance on legal and regulatory compliance, which is one of the important mechanisms to help every process and procedure of the Company’s business operate correctly and enable the Company to be able to implement the strategic plan and achieve goals.

The Company has arranged its organizational structure to facilitates regulatory compliance supervision, assigning the Company Secretary Department to be responsible for overseeing the Company, as a listed company on the Stock Exchange of Thailand, to conform to the laws of the Securities and Exchange, the laws of Public Limited Companies, as well as regulations and notifications of the Securities and Exchange Commission, the Stock Exchange of Thailand, and other related regulatory authorities.

In addition, the Company has assigned the Regulatory Affairs Division to supervise the Company’s operations to comply with the rules, regulations, notifications, and orders of government agencies, state enterprises, and other related agencies. which has implications for telecommunications business operations.