Corporate Governance
Corporate Governance Reports
Corporate Governance
Report 2022
Manual & Measurements
Corporate Governance &
Code of Conduct Manual
Anti Corruption Manual
Whistle Blowing Measures
Committee Charter
Charter of the Board
of Directors
Charter of the Nomination
& Remuneration
Committee
Charter of the Audit
Committee
Charter of the Finance
& Risk Management
Committee
Charter of the Group
Executive Committee
Charter of the Core Values
& Corporate Sustainability
Committee
Code of Conduct of Board of Directors, Executives, and Staff
1. Self – Conduct
1.1 Perform duties in compliance with laws relating to the operation of business, objectives, the regulation of the Company, the principle of good corporate governance, and the resolution of ordinary meeting of shareholders.
1.2 Pursue knowledge and experience in order to develop oneself as a person with knowledge and capacity for effective and efficient working performance.
1.3 Adhere to moral and do not dishonestly seek for positions, achievement, or interests from the superiors, or any other person.
1.4 Avoid immorality and drugs, and do not behave in the manner that may damage honour and reputation of oneself and the Company, such as do not become a person with huge debts, do not obsess with gambling, and do not involve with drugs.
1.5 Do not engage in work or occupation or any acts that may affect the performance of duty of oneself or the Company.
1.6 Avoid financial commitment with any person having transaction with the Company or between personnel as well as loaning, borrowing money, and soliciting money such as money gambling, except for charity or the public.
1.7 Prohibit the executives and employees to directly or indirectly demand, proceed, or accept the corruption for themselves or their families, friends, and knowing persons.
1.8 Do not perform any acts deemed as management or administration of the Company with the result in the decrease of the Company’s interests or providing such interests to any persons or juristic persons, regardless of themselves or other persons.
1.9 Maintain and establish unity in the teamwork
2. Treatment to Colleagues
2.1 Encourage working as teamwork by providing cooperation and assistance to each other for the interest of the Company overall.
2.2 Treat the colleagues with politeness, kindness, and friendliness; adjust oneself in working with other persons; and disclose necessary information in performing duty to the colleagues.
2.3 Respect others by not claiming the ownership over other persons’ work.
2.4 The superiors will behave themselves for respect and as a good model for all employees as well as presenting politeness to their subordinates and colleagues at all levels.
2.5 The subordinates will treat the superiors with respect.
2.6 The subordinates will accept the superiors’ recommendations and will not perform duties in cross-function against their superiors, except the superiors give such order, as well as presenting politeness to personnel and colleagues at all levels.
2.7 Avoid disclosing or discussing any information or story of other personnel, regarding working performance or personal matters, in the manner that can cause damage to the personnel or the image of the Company overall.
2.8 Do not act against morals or sexual harassment to other personnel in the way that may cause nuisance; discouragement in working environment; be hostility or aggressive person, and may cause disturbance other personnel without any reason such as sexual molestation, obscenity, and harassment by words or actions.
3. Treatment to the Company
3.1 Perform duty with responsibility, integrity, and devotion for the progress and security of the Company and employees.
3.2 Maintain and establish the unity and harmony together for teamwork in order to work together and effectively solve problems as a team.
3.3 Care and perform duty for the Company with dedication, and patience to establish effective and efficient company with reasonable yield, and to develop the Company in accordance with the visions from the directors.
3.4 Utilize the property of the Company effectively and maintain the property not to be in abnormal depreciation or lost, and do not use the Company’s property for personal interests.
3.5 Maintain the confidential information of the Company in the strict manner, and do not disclose news information and production technology of the Company.
3.6 Cooperate and assist other colleagues in working for the interest of the Company, and respect rights of other employee staffs working in the same company.
3.7 Care and do any acts to maintain safe and pleasant working environment.
3.8 Share knowledge and working experience to the colleagues, by sticking with the interest and target of the Company.
3.9 Do not accuse the Company, the executives, and other employee staffs without truth and fair.
3.10 Report to the relevant department and the executives when any illegal or dishonest acts were found.
3.11 Do not use the positioning levels to take dishonest advantage of themselves or other persons; do not perform any acts that may cause damage to the image and reputation of the Company
3.12 Avoid offering, and/or accepting gifts and/or receptions or any interests in the monetary or non-monetary assets from the partners or any persons relevant to the business of the Company, except for the interest of fairly carrying out business; seasonal; and conventional practice in occasionally and properly, and in compliance with laws, regulations, and ethics on the conflict of interests.
3.13 Do not participate in any acts or conceal any acts that may cause the conflict of interests, corruption, or any illegal acts.
3.14 Do not neglect or ignore the apparent or suspicious acts that may relate to corruption, by reporting to the superiors or responsible person or via reporting channels; and provide cooperation in the inquiry of facts as stated in the Company’s regulation.
3.15 Practice any anti-corruption acts.
Code of Conduct of Investors Relations
Investor Relations (IR) are authorized to act as the Company’s spokespersons in communicating with shareholders, institutional investors, individual investors, securities companies, press and the general public who are interested in the Company’s securities. The disclosure made by the IR must be in an accurate, consistent and timely fashion for both positive and negative facts. In addition, the IR are responsible for ensuring broad and fair disclosure of information and compliance with rules and regulations as specified by the Securities and Exchange Commission (Thailand) and the Stock Exchange of Thailand. The Code of Conduct for the IR is as follows:
1. To perform duties with integrity, fairness and accountability.
2. To disclose material facts and information accurately, precisely, timely and fairly to all parties.
3. To provide opportunities for all parties involved to have access to and to enquire about the company information regarding the affairs of the Company.
4. To maintain confidentiality of the information that may affect stock price of the Company or investment decision making or benefits of the shareholders prior to the Company’s official disclosure to the Stock Exchange of Thailand.
5. To maintain confidentiality of unverified information or information exchanged during the negotiation process, which may be uncertain or overestimated.
6. To perform duties with commitment to the protection of the interests of the shareholders and stakeholders.
7. To build confidence in the Company, to establish a positive corporate image and attitude towards the Company, and to build and maintain good relationship with all parties.
8. To maintain the Company’s confidential information and avoid any actions or seeking private interests through improper use of company information.
9. To fully and professionally perform duties, to be equipped with relevant competencies and to consistently develop their knowledge and capabilities in order to enhance their performance efficiency.
10. To follow established guidelines for the prohibition of making an appointment with investors or analysts during the period close to the date of financial results announcement and trading instructions as specified by the Company.
11. To be prohibited from trading the Company’s stocks before and after the date of financial results announcement, according to company Policy.
12. To strictly comply with rules, regulations and related laws and with those specified by the regulators.
Corporate Secretary
The Board of Directors has resolved the appointment of Mr. Dusit Chongsutthanamanee as the corporate secretary since December 19, 2008. The corporate secretary must perform duties as specified in Section 89/15 and Section 89/16 of the Securities and Exchange Act (No. 4) BE 2551, which is effective on August 31, 2008 with responsibility carefulness and honesty including having to comply with the law, objectives, company regulations, Board resolution as well as the resolution of the shareholders. The duties and responsibilities according to the laws of the corporate secretary are as follows:
Composition and Qualifications
1. Having basic knowledge of the laws and regulations governed by the governmental supervisory unit with regard to the Public Company Act and the relevant securities and exchange laws.
2. Having knowledge and understanding in the principles of good corporate governance and best practices of corporate governance.
3. Having knowledge in the nature of business of the Company, and having strong communication skill.
Roles and responsibilities of Corporate Secretary
1. To prepare and keep the important documents of the Company as follows:
[A] The registration of Director.
[B] Invitation notice to attend the Board of Directors’ meeting, Minutes of the Board of Directors’ meeting, and the Annual Report of the Company.
[C] Invitation notice to attend the shareholders’ meeting, and Minutes of the shareholders’ meeting.
2. Keep the conflict of interest reports which are reported by directors or managements and send a copy of the conflict of interest reports under Section 89/4 to the Chairman of the Board and the Chairman of the Audit Committee within 7 working days from the date that the company received those reports.
3. To carry out the other tasks as stipulated by the Capital Market Supervisory Board.
In addition, the corporate secretary has other duties as the company or the Board of Directors assigned as follows
Roles and responsibilities of Corporate Secretary
1. To provide the basic advice pertaining to the laws, regulations of the Company to the Directors, and follow up the operation to ensure the compliance with the rules and regulations on regular basis, as well as to report any significant changes to the Board of Directors.
2. To provide the advice to the Directors of the Company to prepare the transactions of related transactions of the Directors, and to submit the report to the Chairman of the Board and the Chairman of the Audit Committee.
3. To perform the Board of Directors meeting and shareholders’ meeting
4. To prepare the report of important information of the Company and/or summarize the resolutions of the Board of Directors’ meeting so as to later report to the Stock Exchange of Thailand both in Thai and English version.
5. To prepare the draft of company policies, such as the Corporate Governance Policy, and so on.
6. To coordinate with all department in its organization to comply with the resolution of the Board of Directors and the resolutions of the shareholders’ meeting.
7. To coordinate with the governmental supervisory units such as the Stock Exchange of Thailand, the Securities and Exchange Commission, and the Ministry of Commerce and take care of information disclosure and information reports to the supervising agencies and public to be accurate, complete according to the law.
8. To communicate with the shareholders in an appropriate manner to enable them to acknowledge the rights of the shareholders, and to receive the information of the Company.
9. To ensure that the Company and the Board of Directors shall perform their duties in compliance with the laws and regulations of the Securities and Exchange Commission, the Stock Exchange of Thailand, and other related laws.
10. To organize the Office of the Corporate Secretary to be the center of corporate records such as the register of juristic person, the memorandum and articles of association, the register of shareholder, and the other business licenses.
11. To provide orientation and give advice to the newly appointed directors
12. Other functions is assigned by the company
 | Mr. Dusit Chongsutthanamanee
Age | |
Education B.Eng. (Second Class Honor), Mahanakorn University of Technology Training attended with regard to roles and responsibilities of corporate directors Company Secretary Program (CSP) 74/2016, Thailand Institute of Directors (IOD) | ||
Work Experience Financial Advisor, FPM Consultant Company Limited | ||
Directorship • Other listed companies • Non – listed companies | ||
% of Shareholding as of 30 December 2022 – None – | ||
Corporate Secretary
Composition and Qualifications
1. Having basic knowledge of the laws and regulations governed by the governmental supervisory unit with regard to the Public Company Act and the relevant securities and exchange laws.
2. Having knowledge and understanding in the principles of good corporate governance and best practices of corporate governance.
3. Having knowledge in the nature of business of the Company, and having strong communication skill.
Roles and responsibilities of Corporate Secretary
1. To prepare and keep the important documents of the Company as follows:
[A] The registration of Director.
[B] Invitation notice to attend the Board of Directors’ meeting, Minutes of the Board of Directors’ meeting, and the Annual Report of the Company.
[C] Invitation notice to attend the shareholders’ meeting, and Minutes of the shareholders’ meeting.
2. Keep the conflict of interest reports which are reported by directors or managements and send a copy of the conflict of interest reports under Section 89/4 to the Chairman of the Board and the Chairman of the Audit Committee within 7 working days from the date that the company received those reports.
3. To carry out the other tasks as stipulated by the Capital Market Supervisory Board.
In addition, the corporate secretary has other duties as the company or the Board of Directors assigned as follows
Roles and responsibilities of Corporate Secretary
1. To provide the basic advice pertaining to the laws, regulations of the Company to the Directors, and follow up the operation to ensure the compliance with the rules and regulations on regular basis, as well as to report any significant changes to the Board of Directors.
2. To provide the advice to the Directors of the Company to prepare the transactions of related transactions of the Directors, and to submit the report to the Chairman of the Board and the Chairman of the Audit Committee.
3. To perform the Board of Directors meeting and shareholders’ meeting
4. To prepare the report of important information of the Company and/or summarize the resolutions of the Board of Directors’ meeting so as to later report to the Stock Exchange of Thailand both in Thai and English version.
5. To prepare the draft of company policies, such as the Corporate Governance Policy, and so on.
6. To coordinate with all department in its organization to comply with the resolution of the Board of Directors and the resolutions of the shareholders’ meeting.
7. To coordinate with the governmental supervisory units such as the Stock Exchange of Thailand, the Securities and Exchange Commission, and the Ministry of Commerce and take care of information disclosure and information reports to the supervising agencies and public to be accurate, complete according to the law.
8. To communicate with the shareholders in an appropriate manner to enable them to acknowledge the rights of the shareholders, and to receive the information of the Company.
9. To ensure that the Company and the Board of Directors shall perform their duties in compliance with the laws and regulations of the Securities and Exchange Commission, the Stock Exchange of Thailand, and other related laws.
10. To organize the Office of the Corporate Secretary to be the center of corporate records such as the register of juristic person, the memorandum and articles of association, the register of shareholder, and the other business licenses.
11. To provide orientation and give advice to the newly appointed directors
12. Other functions is assigned by the company
