Economic Dimension

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.

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

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:

1. 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.
2. 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.
3. 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.
4. 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.
5. 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:

1. 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.

2. 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.

3. 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.

The company considers as a crucial policy in forbidding all company personnel to take any advantage for being the company executives, management and employees to seeking personal benefits by using own position and authority. All company personnel must perform the duty by aiming for the company benefits and also always consider to avoid to perform the duty and allow others to work as a substitution if the action would cause conflicts of interest.

Good Practice

1. Avoid or do not perform any transaction that relates to self, which may cause conflict of interests with the company and report to supervisors by rank or the company committee in case by case to assign others to work as a substitution.
2. In case of necessity to carry out such transaction for the interest of the company or associated companies, the transaction must be executed as if the transaction involves external parties as per regular trading process. Moreover, the company personnel who have a stake in that transaction shall not participate in considering or approving such transaction.
3. In case of interrelated transactions, the criteria, method and disclosure of data prescribed by the Stock Exchange of Thailand with respect to interrelated transactions of listed companies shall be strictly observed by;
   • a. The transaction that is a commercial agreement in the same way that a reasonable person would be conducted with the parties in the same situation, the bargaining power of trade without influence in their status as Directors. Executive Director, Executives of the company or any relative (consider by case). The principle and financial amount of such transaction have to be granted approval by the Board of Directors of the Company or adhere to the principle of the committee which already approved.
   • b. The report summarized the transaction according to the approved principle (a) has to be informed to the Board of Directors meeting on quarterly basis or adhere to the conditions identified by the committee.
4. In case of interrelated transaction is not prescribed a commercial transaction as per no. 3 (a) and is considered to be granted approval from the shareholders meeting according to the announcement of the Stock Exchange of Thailand, the company needs to seek for the approval from the shareholders meeting prior to perform the transaction next time.
5. The meeting for considering the subject or has the agenda related to the participant who has a stake in the subject/agenda, the personnel has to suspend for attending the Meeting temporarily. Therefore other meeting participants can independently consider and give comments without getting influencing or pressure from the participant who has a stake in the subject/agenda.

The company trading or business operations information either are owned by the company itself or belonged to other persons who has the agreement or attended the meeting or worked in cooperation with the company, all information in verbally, literally or data in computer or other storage forms. The company considers such information is confidential. All company personnel must keep it confidential and do not disclose to the outsider, otherwise it will impair the company reputation, unless the disclosure has been done according to the agreed condition, agreement or contract supported by law abiding or judicial order.  However the company must determine the appropriate and efficient protocols and methods for confidential data retention.

Good Practice

1. All company personnel must not illegally disclose the information obtained from work for one's own benefits or others’.
2. The company personnel who retired, resigned or discharged are required to maintain the company information confidential.
3. The company will conceal the customer information that is normally reserved and caution in using such information. The company personnel must not disclose the customer confidential information to irrelevant parties except for cases which are enforced by the law to be disclosed for purposes of legal procedures or cases where the Company’s Board of Directors approved of.
4. The company internal information such as business performance, important projects, strategy plans, etc. which are not publicly disclosure and the inapplicable disclosure will cause bad effect to the company especially impact to the company share price in the Stock Market. The company personnel is required to maintain such information confidential and absolutely forbidden to illegally disclose to public or without getting the company permission.
5. To perform any transactions or business contacts with third parties either customers, suppliers, traders or company contractors who need to be provided or exchanged the information, the company should require them to complete the Confidentiality Agreements before revealing any information every time. Moreover the company must reiterate the relevant company personnel to be acknowledged and follow the Confidentiality Agreements strictly.
6. The company should determine to define the content or symbol on the document or in the company information identified that is the company confidential information. Thus both company personnel and third parties can be acknowledged and be caution in using and maintaining such confidential information. However the company could define the damage caused by illegally disclose the confidential information including the legal action procedure on claiming for damages or the penalty on violate the caveat.
7. The company should keep the information by means, formats and locations of which is applicable to such information and can be retrieved for investigating whenever needed. The information must not be decomposed or damaged. In case of some information such as finance and accounting or tax information, documents for the meetings, company registration certificate of which the laws or relevant regulations prescribed the location and period of information maintaining, the company must comply with the procedures and the company must destroy such document or information at maturity.

The company must continuously and regularly take good care and deliver the customers satisfaction based on the principle that the company will deliver the good service with agreed standard quality at reasonable price timely. In case of the service failure causes trouble to customers even not by the company mistake, the company still commit to deliver it very best in cooperation with the customers to solve the issue till customers can get the services back as usual as soon as possible.

Good Practice

1. The company committed to execute on all customers contracts/agreements honestly, with good merit and will deliver good, rapid and on time services with standard quality followed in the contracts with reasonable price, good operation, and optimum knowledge and ability with caution.
2. The company committed to continuously maintain, improve and develop our services quality in response to customers need by using modern technology and tools.
3. The company committed to serve all customers fairly without discrimination and will provide the information regarding our services accurately, completely without propaganda or customer fraud misleading to the company services quality.
4. The company will not disclose any customers information obtained from services or business operation of which the reasonable person should not reveal except for cases which are enforced by the law to be disclosed for purposes of solving or preventing any damages would occur to the company.
5. The company will provide the communication channels for customers to services information enquiry or services complaint. Such channels must be convenient for customers to make the contact and established an applicable data retention system.

The company attached great importance to trading partners on their supports so the company can commit the business operation smoothly and be able to achieve the set target. The company and trading partners established a mutual benefit relationship. Therefore the treatment of trading partners must base on the equality and respect and rely on trading law and conventional practice honestly.

Good Practice

1. The company committed to comply with all trading agreements honestly, the payment will be done completely as per the conditions and agreed timeline. In case of the agreements cannot be able to comply with the agreement, the notification will be sent out to trading partners and set up the meeting for negotiation and seeking for the solving methods together in preventing any incurred damages.
2. The purchasing and procurement must comply with the designated company purchasing and procurement policy conforming to good corporate governance principle. The company must follow the rules and procedures in company protocols which is enforced at the performing time.
3. While performing each purchasing or procurement, the company committed to treat all trading partners equally, non-discrimination, unbiased and relied on fair competition basis. All company personnel is also prohibited to dishonestly demand benefits or give advantages to one or more trading partners. Moreover the company personnel who is responsible for purchasing or procurement must remain neutral and keep a proper distance in relationship with any trading partners which could affect the decision making.
4. The company should not perform any purchasing or procurement with too short operating time. Appropriate preparation time should be given to trading partners so they can deliver sufficient and quality goods and services. The negotiation must be done transparently and reasonably, the company should not use the buying power to take too much advantage or compel trading partners to do as demand.

In general free trading operation world, there are the competitions among traders commonly. If the competitions are free and fair while all traders respect and abide to the laws, moreover admit the trading rules and customs. There would not be problem of unfair or improper trading competitions and trading mechanisms should run effectively.

Good Practice

1. The company committed to operate the services business adhered with fair and free competition principle. The company will not mislead the people or customers about the trading competitors by using the propaganda, accusing the competitors with false information.
2. The company committed to support or cooperate with the trading competitors to do the community service activities in order to preserve the nation religion and monarchy. The company is forbidden to commit any cooperation with trading partners regarding the market monopoly for service price controlling or quality depreciation without price reduction, trade with exorbitant prices which could cause damage to the customer and people.
3. The company shall seek for competitors information from the legally sources. Moreover the company personnel is forbidden to receive, disclose or use the competitors information acquired illegally or reneged the Confidentiality Agreements.

The Company realizes the importance of the creditors as the financial supports who take part in supporting the company expansion and investing on our business sustainable growth.

Good Practice

1. The company committed to accurately and absolutely comply with the contracts condition and financial promises with the creditors.
2. The company committed to manage the business operation and risk management in order to build the creditors trust on the company financial status that is good, stable and able to pay the debt accurately and commonly throughout the contracts period.
3. The company committed to disclose accurately and completely accounting and financial information in relevant to the company performance to the creditors on agreed timing or as per the creditors request.

The Company is always aware and realized that the business must be operated by paying attention and being responsible to all company personnel to be always safe in working, healthy and in the appropriate environment.

Good Practice

1. The company attached great importance to health and safety management including the working environment by setting up the working standard and regulations, appointing various level of safety officers, forming the safety, hygiene and work environment committees. The company has established a special working unit to be responsible for safety, hygiene and work environment of which the minimum standard level must be aligned with the law regulations. Moreover the company committed to absolutely follow, create understanding and abide by law and regulations of relevant safety, hygiene and work environment in which the company contractors must be included.
2. The Company undertook the public relations and communications regarding the standard and regulations of safety, hygiene and work environment including the operating guidelines and cautions, promoted to all company personnel throughout the company.
3. The company committed to establish the health and accident protection system, provide both public and personal protective equipment including having regular improving and maintenance all tools and office space to be in good and proper for working in order to reduce the risk or opportunity of injuries or accidents at work. Furthermore, the company committed to gather the information and keep the record of any injuries or accidents for route cause analysis and preventing going forward.

The company manages the people public service business and is a part of social. Therefore the company must attach great attention to operate environmentally responsible manner and worthy use of resources and energy, be responsible to surrounding community and also give help, solve and develop the society.

Good Practice

1. The company committed to support and promote the environment, community and social development, preserve the religion, reinforce morality, originate and conserve the good environment including providing support on the education to the youth and illiterates in remote area. The company support various public services activities to people in disadvantaged community in order to improve their living life, be strong and be self-reliance lasting. The company applied His Majesty King Bhumibol Adulyadej’s Sufficiency Economy Philosophy to be the guideline for business operation.
2. The company promote to instill company personnel conscience on being responsible for community, society and environment by supporting in organizing the public services activities, energy and environment conservation activities, promoted or supported the royally initiated projects. Moreover the company committed to raise the awareness of the company personnel to worthy and saved use the energy.
3. The company committed to operate the business in considering to the environment conservation and safety procedure, including abided by laws and regulations relevant to environment. The company committed to support purchasing products or services which are environmentally responsible and energy saving manner.

The company set the vision specified that company personnel is the most important factor in driving the organization growth. Therefore the good practice on employee relations is extremely important.

Good Practice

1. The company committed to attach importance to take proper care to all company personnel in every position and all functions with non-discrimination, not distinguish habitat, nationality, gender, color, religion, incapacity, status, ancestor, education or other positions irrelevant directly to the duties. The company promote the unity non-discrimination, treat each other politely with manner and with respect to their dignity according to the Human Right.
2. The company committed to treat all company personnel fairly, without bias in supporting for capability improving lead to working efficiency and career advancement. Moreover the company promoted the code of conduct understanding, provided appropriate welfare and benefit, and treated all company personnel honestly and sincerely, opened to receive reasonable comments and suggestion including provided applicable assistances to company personnel when needed
3. All company personnel must observe in discharging duties as following;
   • a. To honestly observe in discharging duties, endeavor and be hard working, have working discipline and continuously improve the working efficiency for own and company benefits.
   • b. To absolutely comply with all working regulations, respect and obey the supervisors who gave reasonable commands follow the company policy and regulations. To be unity in support each other, do not create conflict led to the damage of others or company benefits. To respect and honor each other rights, avoid disclose information or criticize other people subjects that would damage own or company benefits.
   • c. To avoid accepting any gifts that could lead to the discomfiture to perform future duties. In the case of avoidance cannot be done, the supervisors must be informed immediately.
   • d. To do not seek to benefit themselves and related persons from their respective position or run the business in competing with the company.
   • e. To keep the confidentiality of company information obtained from working and do not disclose to third parties or irrelevant parties. To do not seek to direct or indirect benefits themselves and related persons from their respective and from the company confidential information.
   • f. To treat customers and trading partners accurately, honestly, and equally. To absolutely keep the customers and trading partners information.
   • g. To acknowledge the supervisors promptly on the cases affected to business operation or company reputation.
   • h. To take good care on company property and benefits. To optimum the usage, save, do not waste, damage or disintegrate prior to a reasonable time.
   • i. In the matter of any company personnel committed the acts that would conflict with the company benefits aligned with the company organization and regulation, the supervisors in each working stream will take the preliminary investigation and summarize the cases to the supervisors in rank and relevant parties for considering on appropriate penalty. However in the case of the conflict of interests would violently and caused high damages beyond the original affiliation authority, the case must be submitted to the company committees for further consideration and imposing penalty.

Corruption in both private and government sectors is the major factor to corrode the national economic and social system. It has also huge impact to the country development for being equally with other developed countries. All Thai people and organizations must put effort in anti-corruption and get rid of it from Thai society.

Good Practice

1. Forbidden the company personnel to offer money, gifts or benefits to third parties such as government officers, civil officials, trading partners, vendors, and contractors etc. as a motive for them to do or refrain from doing any unauthorized acts or illegally to exchange with unlawful special privilege. Anyone deliberately violate must get the civil penalties.
2. Forbidden the company personnel to demand or accept money, gifts or benefits to themselves or others related which are offered as a motive for them to do or refrain from doing any unauthorized acts or illegally or falsely. Anyone deliberately violate must get the civil penalties.
3. All business co-operations with other parties either governments, stat enterprises, public companies or private sectors both domestic and internationally, must be complied with the relevant laws, rules and regulations, must be transparently, accountability and reasonable.
4. The company committed to lead the campaign to raise the good sense and company culture in operating the business with honest and law-abiding complied with the code of conduct and business or professional ethics. Apart from the implementation of the policies for all company personnel to follow, the company committed to promote any person who served as a desirable model.

The company determined the applicable criteria and principle for offering, accepting of gifts or other benefits and entertainments to be the guideline for the company personnel to comply with accurately and transparently. Therefore the criteria and principle are aligned with the company policy and code of conduct anti-corruption.

Good Practice

1. The company personnel can offer, accept gifts or other benefits including entertainments and hospitalities from third parties occasionally based on Thai social etiquette, customs and traditions. Such gifts or other benefits including entertainments and hospitalities must not influence recipients’ business decision makings and must be transparently, not conflict with the moral or illegal.
2. Forbidden the company personnel to offer, accept gifts or other benefits from customers, trading partners, contractors, vendors or other business relevant parties in cash or other form, unless the transactions are relevant to proper conventional events or activities such as funerals, cremations, wedding, ordination, birthday etc. which can be done occasionally.