“SYMPHONY is committed to operate its business within the framework of the corporate governance principle, transparency, and accountability for the best interest of shareholders and all stakeholders”
Symphony Communication Public Company Limited (“the Company”) has place a great importance of the good corporate governance with confidence that the business operations with ethics, transparency and auditability will enable the Company to achieve its goals of sustainable growth, to strengthen its competitiveness, to increase the value and returns to shareholders and investors in the long run, and to build the confidence among the shareholders.
The Company is committed to incessantly conduct its business with transparency, fairness and good corporate governance in conformance to both domestic principles, such as Corporate Governance Code for Listed Companies 2017 (CG Code) of the Office of Securities and Exchange Commission (‘the SEC”), the Corporate Governance Report of Thai Listed Companies (CGR) of Thai Institution of Directors Association, and international principles, such as ASEAN Corporate Governance Scorecard and those regulated by the Organization for Economic Co-operation and Development (OECD), etc.
With continued commitment on the corporate governance, the Company, in 2020, has been awarded “Excellent” corporate governance rating from the 2020 Corporate Governance Report of Thai Listed Companies (CGR) conducted by Thai Institute of Directors Association.
Corporate Governance Policy
The Board of Directors of Symphony Communication Public Company Limited recognizes the importance of good corporate governance and is determined to elevate the corporate governance continuously. The Board of Directors has appointed the Nomination, Compensation and Corporate Governance Committee to perform duties and responsibilities in stipulating the corporate governance policy and the business code of conduct of the Company, as well as evaluating, reviewing and updating the Corporate Governance Policy and the Code of Business Conduct to be suitable for changes in business, environment, and law in each period; and propose to the Board of Directors for approval. Moreover, the Nomination, Compensation and Corporate Governance Committee has duty in communicating and building knowledge as well as understanding of good corporate governance to all directors, executives, and employees to use it as a framework for their day-to-day operations, which will bolster the Company’s effectiveness and allow it to excel in an ethical, transparent, corruption-free, and accountable manner.
The Company’s Corporate Governance Policy has been established in accordance with best practices of good principles of corporate governance, which can be divided into 5 sections as follows:
Section 1. Rights of Shareholders
Shareholders are entitled to the right of ownership in the Company. They exercise their power of control by appointing the Board of Directors to oversee the operation of the Company on their behalf. As such, the Board of Directors recognizes and respects the rights of shareholders as owners of the Company; shall not perform any actions that may violate or diminish shareholders’ rights; and encourages and facilitate shareholders in exercising their rights as they deserve, for example, rights to purchase, sell and transfer of shares, rights to the share of the Company’s profits, rights to regularly and sufficiently receive the company’s important and material information, rights to attend and vote in shareholder’s meetings, rights to appoint or dismiss director, rights to determine directors’ remuneration, rights to appoint or dismiss auditors and determine audit fee, rights to join decision-making and receive the results of the company’s decisions on the company’s fundamental changes, and other rights prescribed by laws.
Section 2. Equitable Treatment of Shareholders
The Board of Directors realizes its duty to ensure that all shareholders, whether executives or non-executives ones, major or minor ones, foreign shareholders, and institutional investors, are treated equally and fairly. The best practices implemented by the Company related to equitable treatment of shareholders comprise providing minor shareholders an opportunity to propose meeting agenda and qualified persons to be nominated as directors ahead of the date of annual general meeting of shareholders, providing opportunity for all shareholders to submit questions prior to the shareholders meeting date to the Company, regular and timely disclosure of important news and information to shareholders in accordance with policies of related agencies through communication channels of the SET, the Company’s website, and other channels where the shareholders can conveniently and equally access, putting place internal regulations to prevent abuse of inside information and conflicts of interest, etc.
Section 3. Roles of Stakeholders
The Company recognizes the importance of roles and rights of all groups of stakeholders of the Company, both internally and externally. The Company believes that good operating performance and sustainability of the business achieved from great support of stakeholders. Thus, the Company has established clear policy and practical guidelines on stakeholders in writing in the Code of Business Conduct which has been incorporated to the Corporate Governance Policy and has communicated with directors, executives and employees to use it as practical guideline to perform duties in order to promote collaboration between the Company and stakeholders which will mutually benefit the business operation, and all stakeholders are entitled to sound protection and treatment.
Section 4. Disclosure of Information and Transparency
Disclosure of information is an important indicator of the transparency of the business operations’ and is a key factor in building confidence towards investors and all stakeholders, both local and foreign. The Company, therefore, recognizes the importance of information disclosure both financial and non-financial, in Thai and English to all involved parties correctly, completely, adequately, transparently, thoroughly, timely and in conformity to disclosure guidelines of listed company of the SEC and the SET via various communication channels which are reliable, equal and easy-to-access. In addition, The Company is committed to strictly adhere to the law, regulations, and obligations mandated by the SEC, the SET and relevant regulatory authorities. Regular amendment takes place to ensure accurate information disclosure and to guarantee the Company’s transparency in conducting business.
Section 5. Board’s Responsibilities
The Board of Directors realizes responsibilities and roles in determining direction of business operation to comply with laws, the Company’s objectives, Articles of Association, and shareholders’ resolution, including defining policies, vision, mission and strategic plans, with an annual review to align with changing business environment. The Board of Directors supervises the management to conduct the business effectively and efficiently to be in line with the established policies, based on the principles of the good corporate governance for the best interest of the Company and shareholders’ values.
Sub-committees and Scope of Duties
1) Audit Committee
The Audit Committee consists of following 3 independent directors.
|1.||Mr. Akarat Na Ranong*||Chairman of the Audit Committee|
|2.||Mr. Woodtipong Moleechad||Audit Committee Member|
|3.||Assoc. Prof. Dr. Sujate Jantarang||Audit Committee Member|
Ms. Atchara Aeampee is the secretary of the Audit Committee
Note: * The member with experiences in Finance & Accounting.
Qualifications of Audit Committee
The Audit Committee comprises of at least 3 independent directors who are able to devote sufficient time to the duty of Audit Committee, with at least 1 member possess experiences in Finance & Accounting. The term of office of Audit Committee is 3 years, and may be appointed or removed by the Board of Directors or at the shareholders’ meeting
The scope of power, duties and responsibilities of Audit Committee
- Review the Company’s financial reporting process to ensure its accuracy, credibility, and sufficient information disclosure by coordinating with the external auditors. The responsible executive is required to prepare quarterly and annually financial reports and present to the Board of Directors.
- Review the Company’s internal control and internal audit process to be effectively and properly. Consider the independence of the internal systems of the Internal Audit Division including the adequacy of the budget and workforce of the Internal Audit Division and considers approving the appointment and relocation of the Head of the Internal Audit and relevant parties. Give recommendations to the external auditor to review any transactions where needed and important during the audit process. Provide the recommendations to improve the major and important internal control process to the Board of Directors in cooperation with the external auditor and the internal audit process manager or an advisor of the internal audit.
- Review the Company’s compliance with laws governing securities and stock exchange, or requirements of the Stock Exchange of Thailand, and other policies, rules, regulations, charters, and laws applicable to the Company’s business.
- Consider, select, nominate or discharge an independent person to be the external auditor of the Company, including determining remuneration for external auditors by taking into account the appropriateness and efficiency of external auditor so as to propose the Board of Directors for consideration and to the shareholders’ meeting for approval.
- Coordinate with the auditor on the audit objectives, scope, guidelines, work plans, and problems encountered during the audit and the issues that the auditor deems to be material; including convening meeting with the external auditors without the presence of management at least once a year to seek opinions in various matters from the external auditors.
- Consider the Company’s information disclosure regarding connected transactions or matters that may lead to conflicts of interest to ensure that it is correct, complete and in compliance with the Regulation of the SET; and disclose such information completely and correctly to ensure that such transactions are reasonable and in the best interest of the Company.
- Review to ensure that the Company has appropriate and efficient risk management systems.
- Prepare the Audit Committee’s report for the Board of Directors at least 4 times a year.
- Under its scope of duties and responsibilities, the Audit Committee is authorized to invite the executives, or any concerned persons to give suggestions, to attend the meeting, or to deliver necessary information.
- The Audit Committee is authorized to hire professional advisors or specialists in other fields when needed under the Company’s expense and in compliance to the Company’s regulations.
- Prepare the Audit Committee’s report signed by the Chairman of the Audit Committee. The report is to be disclosed in the Company’s annual report in accordance with the requirement of the Stock Exchange of Thailand, and shall consist of at least the following information:
- Opinion(s) on the accuracy and credibility of the Company’s financial statements.
- Opinion(s) on the adequacy of the Company’s internal control system.
- Opinion(s) on the compliance with the law on the Securities and Exchange Commission, the Stock Exchange of Thailand’s regulations, or laws applicable to the Company’s business.
- Opinion(s) on the suitability of the external auditors.
- Opinion(s) on the transactions that may lead to conflicts of interest.
- Number of the Audit Committee meetings and attendance of each committee member.
- Opinion(s) from performance of duties as member of the Audit Committee in accordance with its Charter.
- Other matters that shareholders and general investors should know under roles and responsibilities assigned by the Board of Directors.
- Conduct self-evaluation of its performance and report the operating result, issues and troubles that may be the root cause of the failure to achieve the Audit Committee’s objectives, to the Board of Directors annually.
- The Audit Committee may seek independent opinions from professional advisors or specialists in other fields when needed under the Company’s expense.
- Perform other duties as assigned by the Board of Directors, within the scope of roles and responsibilities of the Audit Committee. In its performance of duties, the Audit Committee must be directly responsible for the Board of Directors, while the Company’s Board of Directors shall remain responsible for third parties for the operations of the Company.
2) Nomination, Compensation and Corporate Governance Committee
The Company’s Nomination, Compensation and Corporate Governance Committee consists of the following 6 members.
|1.||Mr. Woodtipong Moleechad||Chairman of the Nomination, Compensation and Corporate Governance Committee|
|2.||Mr. Akarat Na Ranong||Nomination, Compensation and Corporate Governance Committee Member|
|3.||Assoc. Prof. Dr. Sujate Jantarang||Nomination, Compensation and Corporate Governance Committee Member|
|4.||Mr. Kranphol Asawasuwan||Nomination, Compensation and Corporate Governance Committee Member|
|5.||Mr. Teerarat Pantarasutra||Nomination, Compensation and Corporate Governance Committee Member|
|6.||Mr. Patrick Corso||Nomination, Compensation and Corporate Governance Committee Member|
Mr. Teerarat Pantarasutra is the secretary of Nomination, Compensation and Corporate Governance Committee
Qualifications of Nomination, Compensation and Corporate Governance Committee
The Nomination, Compensation and Corporate Governance Committee shall be appointed by the Board of Directors, comprises of at least 3 directors, whereby majority of members shall be independent or non-executive directors, and appoint one of the independent director member to be the Chairman. The term of office of Compensation Committee is 3 years.
The scope and responsibilities of Nomination, Compensation and Corporate Governance Committee
- Set out methodology and procedures in the nomination of the qualified candidates for the Board members by determining the qualifications that align with the Company’s business, area of expertise of the members.
- Nominate the candidates to fill the Board of Directors vacancies as and when they arise and propose to the Board of Directors for consideration. Such nomination could be reappointing any Directors who complete their term of service, encouraging shareholders or Directors to propose in advance the qualified candidates to be nominated for director position, or using external recruiting methods or considering from the list of Directors.
- Consider the nomination and choose the persons possessing qualifications according to the formulated criteria for nomination.
- Ensure that the nominated persons possess qualification according to the law and regulations of concerned agencies.
- Approach the qualified persons and make sure that they are willing to accept the Company’s director position after being appointed by the shareholders.
- Nominate the name to the Board of Directors for consideration and issue the nominated directors in the invitation for the shareholders’ meeting for the appointment of such person.
- Consider and review the appointment of executive in the position of Executive Vice President or higher to propose to the Board of Directors’ consent.
- Monitor the formulation of Succession Plan of the Director, President and Executive Vice President as well as other positions that vital for corporate sustainability.
- Review the structure and criteria of the remuneration for the Board of Directors, managements and employee by reviewing the suitability of the current remuneration package, comparing to the remuneration package of peers in the same industry, and establishing appropriate remuneration that is fair and commensurate to their contribution to the Company’s achievement.
- Review all elements of remuneration such as retainer fee, incentive and attendance fee and set the appropriate payment of each element that in line with the remuneration for directors in other listed companies of the same industry and of similar size, as well as the Company’s performance and business environment and commensurate with their duties and scope of responsibility.
- Consider remuneration package in accordance with the criteria established by concerned government agencies.
- Formulate criteria for the evaluation of the Company’s Directors and President as assigned by the Board of Directors and acknowledge the assessment of executives in the position of Executive Vice President or higher.
- Establish the guidelines in determining the remuneration package of the Company’s Directors and President on the annual basis and submit it to the Board of Directors for approval. As for the remuneration package of the Directors, the Board of Director must propose to the shareholders’ meeting for approval.
- Consider and endorse the issuance of securities under ESOP program to directors and employees of the Company, set out the attractive structure to motivate them to create value added for the shareholders and retain qualified personnel with the Company in the long run. Therefore, such program should be attractive to employees and yet be fair to the shareholders.
- The Compensation Committee may appoint any consultant to provide opinion as deem necessary.
- Perform other duties assigned by the Board of Directors
Corporate Governance Roles
- Consider and draft the Corporate Governance Policy according to the updated framework of rules and regulations of related agencies e.g. the Stock Exchange of Thailand, Security Exchange Commission or other related agencies, set the guidance of Corporate Governance that in line with the universal best practices.
- Propose the Draft of Corporate Governance Policy to the Board of Directors for consideration and implementation of best practices of Directors and Executives, and to formulate the Corporate Governance Policy Statement.
- Set out the policy for formulating of strategic plan, monitor the risk management and the internal control that in line with the laws and situation.
- Monitor and instruct the Directors and Managements regarding their duties and responsibilities under the Corporate Governance Policy to maintain the effective Corporate Governance that meets expectation of all stakeholders.
- Review the Corporate Governance Policy on annual basis to ensure that the Corporate Governance Policy is updated and complies with universal standards and related rules and regulations.
- Follow up and evaluate the performance of Directors and Management according to the best practices set forth in Corporate Governance Policy on the regular basis.
- Introduce the best practises and business ethics to Directors, Managements and employees.
- Appoint the working group to support the tasks of Corporate Governance as necessary.
- Consider and set out the policy and guidance for Corporate Social Responsibility (CSR)
10.The Nomination and Corporate Governance Committee may appoint any consultant to provide opinion as deem necessary.
- Perform other duties assigned by the Board of Directors
3) Risk Management Committee
Risk Management Committee consists of the following 3 members.
|1.||Mr. Kranphol Asawasuwan||Chairman of the Risk Management Committee|
|2.||Mr. Teerarat Pantarasutra||Vice Chairman of the Risk Management Committee|
|3.||Mr. Loh Chi Kwan, Alex||Risk Management Committee Member|
Ms. Thanita Kititaveesatian is the secretary of the Risk Management Committee
The scope of power, duties and responsibilities of Risk Management Committee
- Define the policy framework and process for risk management.
- Identify and analyze risk factors and evaluate the impact of such risks on the Company.
- Implement the risk strategy and policy to ensure that the Company has sufficient policies and procedures in place to govern and mitigate the risks that might have negative impact on the Company.
4.Communicate the risk management measure across the entire organization and support the efficiency development of the Company’s risk management policy.
- Monitor the risk management plan and report to the Board of Directors.
- Plan, develop and monitor the internal control process.
- Risk Management Committee may appoint or outsource consultants to provide professional opinion as deem necessary.
4) Executive Committee
The Executive Committee consists of the following 4 members.
|1.||Mr. Kranphol Asawasuwan||Chairman of the Executive Committee|
|2.||Mr. Teerarat Pantarasutra||Executive Committee Member|
|3.||Mr. Loh Chi Kwan, Alex||Executive Committee Member|
|4.||Mr. Afzal Bin Abdul Rahim||Executive Committee Member|
Ms. Atchara Aeampee is the secretary of Executive Committee
The scope of power, duties and responsibilities of Executive Committee
- Manage the Company’s business operation in line with targets set by the Board of Directors and report the company’s performance to the Board of Directors. The quorum of Executive Committee meeting shall have at least half of its members present and its resolution should be in accordance with the majority vote.
- Set policies, guidelines, strategies and principles for business operation, including the management structure in line with targets set by the Board of Directors and submit it to the Board for consideration.
- Set appropriate delegation of authority to approve such transactions for each level of management with proper segregation of duties to prevent fraud. Define the business transaction guidelines and procedures for major shareholders, directors, management or connected persons in order to safeguard the interests of the Company. These guideline and procedures will be submitted to the Board of Directors for approval in principle. To ensure such approved policies/principles set forth are duly put into practice.
4.Review annual budget allocation as well as budget control procedure, propose to the Board of Directors for approval and monitor the budget utilization after the approval.
- Review and approve investment budget in accordance with the authority as defined in authorization handbook.
- Ensure any agreement or contracted that abide the Company signed by authorized person in accordance with the authority as defined in authorization handbook.
7.Set employee remuneration structure and policy to propose the compensation committee for consideration prior to propose for the approval from the Board of Directors.
8.Be responsible for providing sufficient information for the Board of Directors and shareholders for their decision making as well as reliable and transparent financial reports according to the generally accepted standard.
- Consider the Company’s profit or loss and propose the dividend payment to the Board of Directors.
- Consider the new business venture or the closure of some business and submit to the Board of Directors for approval.
- Set the reporting procedure of the irregularity or wrongdoing for operating officers to report the events to Executive Committee in due time. In the event that such incident has significant impact on the Company’s operation, it must be reported to the Board of Directors so the remedial procedure shall be established in due time.
- Take any actions to support the aforementioned activities according to the opinion or authority granted by the Board of Directors.
- The resolution and/or approval of the Executive Committee must be reported to the Board of Directors in the next Board of Directors’ meeting.
- Propose to assign the consultants to provide the opinion for performing the duties as necessary.
- Perform other duties assigned by the Board of Directors
Such authorization grant to the Executive Committee as mentioned earlier, must be complied with the laws and the Company’s Articles of Association and shall not allow the Executive Committee to approve any transaction that they or other persons have vested interests in or have conflict of interests with the Company or any of the subsidiaries. Any connected transactions or the acquisition or disposition of significant assets of the Company or any of the subsidiaries must be complied with the regulations set forth by the Securities and Exchange Commission and the Stock Exchange of Thailand.
The Company’s managements comprise of the following 5 members.
|1.||Mr. Kranphol Asawasuwan||Chairman of the Executive Committee|
|2.||Mr. Teerarat Pantarasutra||President|
|3.||Mr. Loh Chi Kwan, Alex||Chief Operating Officer and Acting Chief Financial Officer|
|4.||Mr. Pongthep Thanakijsuntorn||Executive Vice President, Sale and Marketing|
|5.||Mr. Supornchai Chotputtikul||Executive Vice President, Service Operation|
The scope of power, duties and responsibilities of President
- Operate, plan and manage day-to-day business.
- Make decision on important matters. Set missions, objectives, guidelines and policies for the Company’s business operation and control the management of each department.
- Be Authorized to supervise, contact, command, sign agreements, orders or announcements as defined in authorization handbook.
- Be Authorized to hire, appoint, transfer, as well as define scope of duties and appropriate remuneration including salary, bonus, fringe benefits for employees, take disciplinary action against employees as well as dismiss the employees as defined in authorization handbook.
- Be Authorized to set the trade condition for the Company’s benefit.
- Consider signing agreement related to the Company’s normal business, new business venture or the closure of some business for submission to Executive Committee and/or the Board of Directors.
- Approve and appoint the consultant in the area that is deemed necessary.
- Act according to the assignment from Executive Committee and/or the Board of Directors.
- Be Authorized to manage the Company’s business in accordance with objectives, regulations, policies, Articles of Association, order and the resolution of the shareholders’ meeting and/or Executive Committee and the Board of Directors.
- Be Authorized to appoint and manage working groups for efficient management and transparency and to assign the power of attorney and/or delegate specific tasks to other persons, provided that it complies with the document concerning the power of attorney and/or rules approved by the Board of Directors.
- Be Authorized to order, regulate, issue announcement to ensure that overall operation is done according to the policy and best benefit of the Company.
Such authorizations shall not allow the President or any person who has been assigned the power of attorney to be his representative to approve the transactions that he has vested interests in (as set forth be related agencies), or has conflict of interests with the Company or any subsidiary, except an approval of a normal business transaction that has been clearly defined its limit.
Nomination and appointment of director are important as director plays a critical role in determining strategies and business directions to enable the Company to be able to achieve its objectives and business goals, including promoting the Company to have the management system in accordance with the good corporate governance principles which will bring about fairness, transparency and ability to generate returns and value in the long term for shareholders as well as inspire trust to all stakeholders. All of which will lead the Company towards sustainable growth.
To ensure that the nomination and appointment of Company’s director is performed with transparency, clear framework and in line with good corporate governance principles, the Board of Directors assigns the Nomination, Compensation and Corporate Governance Committee to establish criteria and methodology for nomination of directors.
The Board of Director oversees management and operations of the Company’s subsidiary and associated company to maintain its investment benefits via the following procedures:
- Assigning directors, executives, or employees to be the Company’s representatives to serve as directors, executives or controlling persons in subsidiary and associated company proportionately to the Company’s shareholding in such subsidiary and associated company for or the benefit of supervision of operations of subsidiary and associated company. The appointment of the Company’s representatives to take position in the subsidiary and associated company must be approved by the Board of Directors.
- Determining that directors or executives who are appointed as the Company’s representatives shall report business operating results or information of significant changes in subsidiary and associated company to the Board of Directors’ Meeting every quarter. In addition, in the event that subsidiary or associated company requests approval for significant matters, such as acquisition or disposition of assets, investment, increase or decrease of capital, etc., these matters must be presented to the Company’s Board of Directors for approval before casting vote or exercising any procedures.
- Determining that directors or executives being appointed as directors or executives of subsidiary or associated company must ensure that subsidiary or associated company has 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.
- Supervising its subsidiary and associated company to have 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.
- Encouraging its subsidiary and associated company to apply the Corporate Governance Policy, the Business Code of Conduct, and the Anti-Corruption Policy of the Company for implementation.
The Company attaches significance to preventing the misuse of internal information that has not yet been disclosed to the public or confidential information that could have any impact on the Company’s share price for one’s own benefit or others. In the operating the Company’s business, the Board of Directors, executives, employees, and other involved parties must consider and deal with information that could reasonably be expected to affect the value of the Company’s share or material information that has not yet been disclosed to the public. Consequently, it is imperative that the internal information be appropriately managed and handled to prevent any leaks of information that might be misused to take unfair advantage of other persons, which might constitute breaches of laws and cause damage to the Company’s reputation.
In 2019, the Board of Directors approved the establishment of Safeguarding and Use of Internal Information Policy and Insider Trading Policy in writing to ensure fair and equitable treatment of all shareholders and assuring them that relevant directors, executives, employees and external parties who know or possess the Company’s inside information are prohibited from undertaking dishonest stock transactions for their own benefit or the benefit of others. Details are as follows:
- Use of inside information
Directors, executives, employees, and other parties, who have or possess inside information of the Company must not use the Company’s inside information that has not yet been disclosed to the public or confidential information that could have any impact on the Company’s share price for their own benefit or benefit of others. and must strictly comply with the policy on the safeguarding and use of inside information. Moreover, the Company prohibits employees involved with the preparation of financial statements from disclosing information to outsiders from the closing date of the financial statements to the public disclosure of the information.
- Holding of the Company’s securities
Directors, executives, and employees may invest in the Company’s securities. However, to prevent conflicts of interest, those persons (as well as their spouses, partners in a de facto relationship, and minor children) are prohibited from trading the Company’s securities one month prior to the public disclosure of quarterly and annual financial statements and until 72 hours after the disclosure of the information.
In this regard, the Company Secretary Department shall notify the blackout period to directors, executives, and employees via email.
- Report on holding of the Company’s securities
Directors and executives as defined by SEC are required to report any changes in holding of the Company’s securities, resulting from purchase, sale, transfer or acceptance of transfer of securities, of their own and their related persons (spouses, partners in a de facto relationship, and minor children) through the SEC’s website in accordance with Section 59 of the Securities and Exchange Act B.E. 2535 within three working days from the date of changes; and submit a copy of the said report to the Company Secretary Department in order to keep record. The Company Secretary shall gather and present report of holding of the Company’s shares of directors, executives, and their related persons to the Board every quarter. The number of shares held by directors and executives both directly and indirectly as of the beginning and end of the year as well as those traded during the year shall be reported in the Annual Report.
It is the Company’s policy to conduct business with honesty, open-mindedness, transparency, and fairness. The Company’s directors, executives, and employees must not engage in any business in competition with the Company or undertake any connected transaction related to themselves or persons/juristic persons, which could pose any conflict of interest to the Company. and not seek benefits from the information or anything acquiring from their duties and responsibilities for personal interest or for competition with the business of the Company’s business.
The Board of Directors has duty to strictly oversee the compliance with the criteria, methods, and the disclosure of related transactions according the requirements stipulated by law and the governing agencies. If a connected transaction is unavoidable, however, such transaction must follow the general business provisions as specified and approved by the Board, based on transparency and fairness in the same way as ordinary transactions undertaken with outsiders, taking into account the best interests of the Company. Any party involved in a conflict of interest transaction must not take part in the consideration of such transaction. If connected transactions that breach the approved general business provisions could pose any conflict of interest, the Audit Committee will examine such transactions and include its opinions to the Board or shareholders for approval.
In addition, in order to prevent any transactions that may lead to conflicts of interest and to comply with related regulations and notifications, the Company’s directors and executives have duty to prepare and file report of their vested interests or interests of their related persons that are related to management of the Company and its subsidiary, stating information on directorship or executive position in other juristic persons of themselves and their related persons within 30 days after holding offices, and must file a report every time if there are changes in their vested interests so that the Board of Directors has correct information for consideration and approval for the Company to enter into any transactions. In this regard, the Company Secretary shall keep such reports and deliver a copy of such reports to the Chairman of the Board and Chairman of the Audit Committee within seven days upon the receipt of the report.
The Company 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 regulations, the laws of Public Limited Companies, as well as regulations and notifications of the SEC, the SET and other related regulatory authorities.
In addition, the Company assigns the Legal Department to monitor day-to-day performance of each operational unit within the Company to be in compliance with laws, rules, regulations, obligations, announcements and orders of the government agencies and other authorities involved with the Company’s business, provide consultancy and organize training related to compliance to laws and regulations to executives and employees, and act as center for consolidation of laws, regulations of related authorities.