CONDOMINIUM HOUSE TOWNHOUSE

Corporate Governance

The Board has prioritized the compliance with the principles of good corporate governance by highlighting the roles, duties and responsibilities of the Board and the management in order to promote good corporate governance practices, increase the competitive potential of the business and create creditability for shareholders, investors and all stakeholders by managing the Company’s business operations efficiently and transparently. The Company has therefore set up a good corporate governance policy which includes 5 major principles of good corporate governance as follows:
1. Rights of Shareholders
The Company has prioritized the rights of shareholders by disseminating correct, complete, sufficient and timely information with respect to major changes that may affect the Company. In doing so, shareholders are able to make informed decisions. The Board has therefore set up the following policy:
(1.1) The Company shall deliver the notice to convene a shareholders’ meeting together with sufficient supporting information 14 days prior to the date of the shareholders’ meeting, specifying the objectives, reasons and opinions of the Directors with respect to each meeting agenda so as to provide every shareholder the opportunity to assess the information in advance. In the event that any shareholder cannot attend the meeting, the Company will provide the opportunity to such shareholder to appoint independent directors or any third party as his/her proxy to attend the meeting on his/her behalf by using the proxy form enclosed with the notice to the meeting;
(1.2) The Company has a policy to facilitate attendance of the shareholders by choosing an accessible venue for the shareholders’ meeting. Additionally, an appropriate time and day will be considered, with adequate time being allocated for the meeting. A map of the meeting venue will also be enclosed in the notice to the meeting;
(1.3) Prior to the commencement of the shareholders’ meeting, the Company will announce the voting and commenting/questioning procedures for each item on the agenda. During the meeting, each shareholder will be provided equal opportunity to comment or raise questions in the meeting. The chairman of the Board will allocate time appropriately to each shareholder. The directors and relevant executives will attend the shareholders’ meeting in order to answer the questions raised therein;
(1.4) The Company disseminates additional information and news in relation to the shareholders’ meeting to the shareholders through the Company’s website. Information, news and details, such as the notice to the shareholders’ meeting, will be posted on the Company’s website in advance so that shareholders may download the meeting agenda at their convenience and have sufficient time to study information relating to the meeting. Hard copies of information relating to the shareholders’ meeting is nonetheless delivered to shareholders;
(1.5) The Company will then publish the total minutes of the shareholders’ meeting on the Company’s website for shareholders review, and deliver the minutes to the SET within 14 days from the date of the meeting;
(1.6) To facilitate the payment of dividends to shareholders, dividend payments are transferred directly to the shareholders’ bank accounts so that shareholders will receive the dividends on time and do not suffer the risk of loss, defective or late delivery of checks.
2. Equitable Treatment of Shareholders
To ensure that shareholders are treated equitably, the Board has set up the following policy:
(2.1) To facilitate procedures for minority shareholders to nominate candidates for directorship or propose additional agenda prior to a shareholders’ meeting;
(2.2) To set up clear requirements for considering additional agenda proposed by minority shareholders and procedures for minority shareholders to nominate candidates for directorships;
(2.3) In a shareholders’ meeting, the matters will be considered and voted on based on the agenda that was previously determined without changing any important information or adding unannounced meeting agendas during the meeting;
(2.4) In order to assist shareholders who are unable to attend the meeting in person, such shareholders may appoint any person or an independent director as his/her proxy to attend the meeting and vote on his/her behalf. The names of the independent directors who can be authorized as proxies will be listed in the notice to the shareholders’ meeting;
(2.5) To treat all the shareholders equally, regardless of whether they are majority, minority, Thai or foreign shareholders;
(2.6) To promote the use of ballot cards for each meeting agenda in order to ensure transparency and accountability in the event of a subsequent dispute. During the election of directors, the shareholders may vote to elect each director individually; and
(2.7) To provide written guidelines to keep and protect the use of insider information and disseminate such guidelines to everyone in the Company for compliance, as well as require each director and executive, who has a duty to report his/her securities possession under the law, to submit such report to the Board
3. Roles of Stakeholders
The Company recognizes the rights of each group of stakeholders: internal stakeholders, which include shareholders and employees, external stakeholders, which include customers, business partners, creditors, competitors, the public sector and other organizations, as well as relevant neighboring communities which have supported the Company in its bid to enhance its competitive potential and profitability. The following policy shall be deemed as a long-term value-adding goal of the Company:
(3.1) Treatment of and responsibility to shareholders The Company realizes that the shareholders are the owners of the business and that the Company has a duty to create value for the shareholders in the long-term. The Company therefore requires its employees to perform their duties based on the following guidelines:
3.1.1 To perform their fiduciary duties and make decisions carefully for the equal benefit of each shareholder and the shareholders as a whole;
3.1.2 To oversee that the operations are in order so as to ensure that the Company has good financial standing and operating results and to present the Company’s reports on its overall situation, operating results, financial and accounting standing and other reports regularly and accurately;
3.1.3 To report to the shareholders on the future trends of the Company, both positive and negative based on projections, with the relevant supporting information and reasoning;
3.1.4 Not to seek any benefit for themselves or other persons by using the Company’s information which has not been publicly disclosed and not to take any action in a manner which may give rise to conflicts of interest; and
3.1.5 The Company shall treat each shareholder equally at a shareholders’ meeting.
(3.2) Compliance with laws, regulations and rules issued by the Government In operating its business, the Company has prioritized compliance with laws, regulations, rules issued by the government authorities. In particular, the Company will avoid any action which may result in the relevant government authorities or officials taking action against the Company and it will focus on building good relationships with them in an appropriate and permitted manner, such as having discussions in public places as well as greetings on special occasions and festivals. The Company’s practice on this matter is as follows:
3.2.1 To be as accurate as possible when contacting government officials or authorities; and
3.2.2 To be aware of the fact that the laws, regulations or rules of each government authority may contain different conditions, processes or procedures with which the Company shall acknowledge and strictly comply with.
(3.3) Treatment of and responsibility to Employees
The Company is aware that its employees are the most valuable asset of the Company and are crucial to achieve the Company’s goals. The Company has therefore set up the following policy of fair treatment with respect to opportunities, remuneration, appointment, transfer and capacity enhancement:
3.3.1 To treat each employee with respect for their honor, dignity and right of privacy;
3.3.2 To keep the working environment safe for employees’ lives and property;
3.3.3 The appointment, transfer, reward and punishment of any employee shall be done based on good faith and the knowledge, capacity and suitability of such employees;
3.3.4 To prioritize knowledge and capacity enhancements of employees by offering them continuous improvement programs which include training, seminars and workshops;
3.3.5 To provide fair remuneration to employees based on market conditions, business competition, nature of business, operating results and the Company’s financial standing;
3.3.6 To avoid any unfair action that may affect the employment stability of employees; and
3.3.7 To provide each employee with opportunities to give suggestions or raise complaints with respect to their work and to devise viable solutions thereafter so as to benefit each party and establish good relationships in the work place.
(3.4) Treatment of and Responsibility to Customers
The Company focuses on the development of real estate and intends to create, present and manage its products and services to its customers at a high standard. Accordingly, the following policies have been put in place:
3.4.1 To supply and develop products and services which respond to customers’ needs;
3.4.2 To deliver products and services of a high quality and under fair conditions;
3.4.3 To provide correct and sufficient information in respect of products and services such that customers will be able to make informed decisions, and not to exaggerate in advertisements or communications with customers in such a way that customers may be misled in relation to the quality, quantity or conditions of products and services provided;
3.4.4 To establish a procedure allowing customers to register complaints, such that the Company can resolve problems for customers in a timely manner and use such information to improve or develop its products and services in the future; and
3.4.5 To maintain customer confidentiality and not disclose or misuse such information.
(3.5) Treatment of and responsibility to the Company’s Business Partners and Contractual Parties The Company treats its business partners and contracting parties equally, especially those which the Company deems to be instrumental to the success of the Company’s business, such that all parties may mutually benefit, under the following practice:
3.5.1 The Company intends to supply its products and services efficiently under the following principles:
  1. To compete based on equal information obtained;
  2. To put in place guidelines in relation to assessment and selection of business partners and contractual parties;
  3. To prepare contracts that are fair to both parties;
  4. To set up a management and monitoring system to ensure compliance with the conditions of the contracts and to prevent any irregularity at each step of the supply chain; and
  5. To make payment to business partners and contractual parties on time and on the basis of the agreed conditions of payment;
3.5.2 The Company is focused on developing and maintaining sustainable relationships with its business partners and contracting parties by having clear objectives on the quality of products and services rendered, based on both monetary value and mutual trust;
3.5.3 To prohibit executives and employees from directly or indirectly receiving any personal benefit from the Company’s business partners and contracting counterparts; and
3.5.4 Not to use the information obtained from any procurement process for personal benefit or to benefit other persons.
(3.6) Treatment of and Responsibility to Creditors
The Company operates its business under the following principles as part of its assurance to creditors:
3.6.1 To strictly comply with the conditions stipulated under contracts or as agreed; and
3.6.2 The Company will inform its creditors in advance to jointly consider a solution in the event it is unable to comply with the agreed conditions.
(3.7) Treatment of and Responsibility to Competitors
The Company operates its business with the goal of achieving long term sustainability, and to become a leading company in the real estate industry based on fair and equal competition by adhering to the following practice:
3.7.1 To compete with other real estate development companies within the framework of healthy competition;
3.7.2 Not to seek the confidential information of its competitors by fraudulent or inappropriate methods in order to benefit the Company’s business operations;
3.7.3 Not damage the reputation of its competitors; and
3.7.4 Not to take any action which infringes the intellectual property rights of the Company’s competitors or other persons.
(3.8) Responsibility to Society
The Company is aware of its place in society and is keen to promote sustainable growth in relation to society and the environment. The Company, in accordance with its corporate social responsibility policy, has continuously undertaken the following, in line with its business operations:
Any stakeholder may make inquiries, raise complaints or provide information on any violation of law, inaccuracy in the financial reports, defective internal control system or violation of business ethics of the Company to any independent director or member of the Audit Committee. The complaints and information received will be kept confidential. The member of the Audit Committee will then direct an investigation into such matter, seek a solution thereto (if possible) and deliver a report to the Board.
3.8.1 To operate its business with the goal of protecting the environment and to strictly comply with applicable environmental laws and rules;
3.8.2 To have a clear corporate social responsibility policy to be complied with by everyone within the Company;
3.8.3 To encourage the Company’s employees to be conscious of and responsible to the environment and society;
3.8.4 To respect traditions, customs and cultures of each area in which the Company has business operations;
3.8.5 To participate in activities, either organized by itself or in cooperation with the public, private and community sectors to help improve society, the quality of life in the community and the environment in areas where the Company’s business operations are located;
3.8.6 To cooperate with the communities and the activities they partake in areas where the Company’s business operations are located, where appropriate; and
3.8.7 To respond efficiently and in a timely manner to any incident which is caused by the Company’s business operations and which affects the community and environment by fully cooperating with the relevant authorities and agencies.
4. Disclosure of Information and Transparency
(4.1) The Board ensures that it discloses financial information and other information in relation to the business and operating results of the Company in a correct, complete, regular, timely fashion, reflecting the Company’s actual financial and operating standing and business outlook.
(4.2) The Board oversees the strict compliance with laws, rules and regulations in relation to transparency, disclosure and dissemination of information, both in the Thai and English language on the Company’s website, through mass media and the channels of the SET for the information of shareholders and other relevant persons. The Board will also revise and amend the dissemination of information in line with the requirements prescribed by the SET and the Office of the SEC.
(4.3) The Company assigns investor relations officers to contact investors and shareholders. The Company regularly holds meetings to analyze the Company’s performance and disseminate information such as financial and general information to shareholders, securities analysts, credit rating companies and relevant authorities through various channels such as reports submitted to the SET and the Office of the SEC as well as the Company’s website. In addition, the Company also regularly discloses information both in the Thai and English language on the Company’s website for its shareholders’ information. The information on the Company’s website is regularly updated and contains the Company’s vision, mission statement, financial statements, public relations news, annual reports and information on the shareholding structure of the Company, its executives and majority shareholders.
(4.4) The Company focuses on the generation of financial reports which accurately and correctly represent the financial and operating standing of the Company, based on accounting information in accordance with general acceptable accounting principles.
(4.5) The Company will disclose information with regard to each director and their respective roles and duties, the various committees and information such as the number of meetings held, the attendance records of each director in the past year and the remuneration of directors and key executives in the Company’s annual report (Form 56-2) and annual registration statement (Form 56-1).
5. Responsibility of the Board
The Board is responsible to shareholders in respect of the conduct of the Company’s business operations as well as compliance with the law, the Company’s Articles of Association and resolutions of shareholders’ meetings.
(5.1) Responsibility of the Board – Structure and Committees
5.1.1 Board
(1) Composition of Board
The Board consists of individuals with appropriate knowledge, ability and experience in operating a business. The Board is responsible for prescribing the policies, vision, strategy, targets, mission statement, business plans and budgets of the Company. The Board also oversees the management to ensure that their duties are performed efficiently and effectively in accordance with the Company’s policies, objectives, Articles of Association, legal framework, resolutions of the Board and shareholders’ meeting with responsibility, honesty, care and are subject to principles of good practice to achieve maximum economic value and stability to the Company’s business and the shareholders. Pursuant to the Articles of Association, the Board shall consist of at least 9 directors, one-third or more of whom shall be independent. The independent directors shall possess the full qualifications as prescribed in the notifications of the Capital Market Supervisory Board and the SET. At least half (1/2) of the total number of directors shall be domiciled in Thailand.
Each director can independently perform his/her duties and exercise his/her discretion in making a decision. Each director is free to raise questions, comment on or object to any perceived conflict which may have a detrimental effect on the shareholders or stakeholders.
(2) Term of directorship
At each annual general meeting of shareholders, one-third of all the present directors or, if their number is not a multiple of 3, then the number of directors nearest to one-third of the total board composition, shall retire from office. The directors retiring from office in the first and second years after registration of the Company shall be selected by means of drawing lots. In subsequent years, the director who has held office the longest shall retire. A retiring director is eligible for re-election.
  1. Death;
  2. Resignation;
  3. Lack of qualification or being disqualified under the law;
  4. A shareholders’ meeting resolved to terminate a particular director’s directorship. A voting majority of not less than three quarters of shareholders with voting rights present, corresponding to not less than half of the shares held by the shareholders with voting rights present, must be obtained; or
  5. Termination under order of a court in Thailand.
(3) Qualification of Independent Directors
The following sets out the qualifications of independent directors as prescribed by the Board in accordance with the relevant notifications of the Capital Market Supervisory Board:
  1. Holding shares not exceeding 1.0% of the total number of shares with voting rights of the Company, its parent company, subsidiaries, associates, major shareholders or controlling persons, including shares held by related persons of such independent director;
  2. Neither being nor having been directors participating in the management, employees, staff or advisor receiving a regular salary from the Company, or controlling person of the Company, parent company, subsidiaries, associates, subsidiary company in the same level, major shareholders or controlling persons of the Company, unless the foregoing status has ended not less than 2 years prior to the date of filing an application with the Office of the SEC. However, such prohibited characteristic shall not include the case where an independent director used to be a government official or an advisor of a government unit which is a major shareholder of or controlling person of the Company;
  3. ไNot being a person related by blood or legal registration as father, mother, spouse, sibling, and child, including the spouse of child, executive, major shareholder, controlling person, or persons to be nominated as executive or controlling person of the Company or its subsidiaries;
  4. ไNeither having or used to have a business relationship with the Company, parent company, subsidiaries, associates, major shareholders or controlling persons of the Company, in the manner which may interfere with his independent judgment, and neither being nor used to be indirect significant shareholder or controlling person of any person having a business relationship with the Company, parent company, subsidiaries, associates, major shareholders or controlling persons of the Company, unless the foregoing relationship has ended not less than 2 years.
    Such business relationships include commercial transactions made in the ordinary course of business, renting or leasing property, transactions in relation to assets or services, granting or receipt of financial support by receiving or giving loans, guarantees, providing assets as collateral, and any other similar actions, which result in the Company or its counterparty being subject to
    Indebtedness payable to the other party in the amount equivalent to 3% or more of the Company’s net tangible assets or Baht 20 million or more, whichever is lower. The amount of such indebtedness shall be calculated according, mutatis mutandis, the method for calculation of value of connected transactions under the notification of the Capital Market Supervisory Board governing rules on connected transactions. Moreover, in considering such indebtedness, it shall include the indebtedness incurred during the period of 1 year prior to the date on which the business relationship with the same person commences;
  5. Neither being nor having been the auditor of the Company, parent company, subsidiaries, associates, major shareholders or controlling persons of the Company, and not being a significant shareholder, controlling person or partner of an audit firm carrying out the audit of the Company, the parent company, subsidiaries, associates, major shareholders or controlling persons of the Company, unless the foregoing relationship has ended not less than 2 years prior to the date of filing an application with the Office of the SEC;
  6. Neither being nor having been a professional service provider, including legal advisor or financial advisor receiving fees exceeding Baht 2 million per annum from the Company, the parent company, subsidiaries, associates, major shareholders or controlling persons of the Company, and not being a significant shareholder, controlling person or partner of such professional service provider, unless the foregoing relationship has ended not less than 2 years prior to the date of filing an application with the Office of the SEC;
  7. Not being a director appointed to be a representative of directors of the Company, major shareholder or shareholder who is a related person of the major shareholder;
  8. Not undertaking any business of similar nature to and which competes with the Company or its subsidiaries, or not being a significant partner in a partnership or being a director participating in management, employee, staff, advisor receiving a regular salary from or holding shares in a proportion exceeding 1% of the total number of shares with voting rights of another company operating a business of similar nature to and which competes with the Company or its subsidiaries; and
  9. Not having any other characteristics which may prevent him or her from expressing an independent opinion on the Company’s operations.
(4) Chairman of the Board
The chairman of the Board must have requisite knowledge, ability, experience and appropriate qualifications before he is appointed. The chairman of the Board is responsible for leading the Board and chairs meetings of the Board and shareholders. The chairman of the Board shall be liable to the Board in managing the Company in accordance with the guidelines and policies of the Board.
(5) Nomination of Directors
In nominating directors, the Company seeks out persons who have adequate knowledge, ability, experience, good working records, leadership qualities, farsightedness, morality, ethics and attitude. Such persons must dedicate adequate time to oversee the Company’s business operations and have appropriate qualifications suitable to the Company’s business strategy. The nomination process shall be both transparent and credible to the shareholders.
(6) Company’s Secretary
The Company’s Secretary is appointed by the Board and possesses the duties and responsibility as specified in the scope of power, duties and responsibility of the Company’s Secretary.
5.1.2 Committees
The Board appoints certain directors to form committees for the performance of specific duties. The term of membership within the committees shall be the same as that of the Board.
The Board has a policy of appointing 5 committees, namely, the Audit Committee, the Executive Committee, the Risk Management Committee, the Nomination and Remuneration Committee and the Good Corporate Governance Committee.
(1) Audit Committee: consists of 3 or more independent directors, who are given powers and responsibilities within the scope of power, duties and responsibilities of the Audit Committee. Qualification of the members of the Audit Committee:
  1. Appointed by the Board or during a shareholders’ meeting;
  2. Each member of the Audit Committee shall be an independent director of the Company;
  3. Cannot be a director assigned by the Board to make any decision on the business operation of the Company, the parent company, subsidiaries, associates, majority shareholders or controlling persons of the Company;
  4. Cannot be a director of the parent company, subsidiary company or a subsidiary company which is listed;
  5. Have duties as specified in the notification of the SET governing qualification and scope of performance of the Audit Committee;
  6. Have sufficient knowledge and experience to perform duties as a member of the Audit Committee, provided that at least 1 member of the Audit Committee shall have sufficient knowledge and experience for auditing the reliability of financial statements;
  7. The Board appoints the chairman of the Audit Committee or the appointed members of the Audit Committee elect 1 member among them to be the chairman of the Audit Committee; and
  8. The director of Internal Audit Bureau of the Company shall act as the secretary of the Audit Committee.
(2) Executive Committee: consists of 6 members, who are given powers and responsibilities within the scope of power, duties and responsibilities of the Executive Committee.
(3) Risk Management Committee: consists of 5 members of whom at least 2 shall be independent directors, who are given powers and responsibilities within the scope of power, duties and responsibilities of the Risk Management Committee.
(4) Nomination and Remuneration Committee: consists of 3 members of whom at least 1 shall be an independent director, who are given powers and responsibilities within the scope of power, duties and responsibilities the Nomination and Remuneration Committee.
(5) Good Corporate Governance Committee: consists of 3 members of whom at least 1 shall be an independent director, who are given powers and responsibilities within the scope of power, duties and responsibilities of the Good Corporate Governance Committee.
(5.2) Responsibility of the Board – Roles, Duties and Responsibility In overseeing the Company’s business operations, apart from ensuring that business operations are in accordance with the law, the Company’s objectives, Articles of Association, as well as the resolutions of the shareholders’ meeting, the Board prescribes its own roles, duties and responsibilities.
(5.3) Responsibility of the Board – meeting of the Board
The Company’s requirements for a meeting of the Board are as follows:
(1) The Board shall hold a meeting at least once every 3 months and hold additional special meetings as and when necessary. The notice of the meeting shall be given to the directors at least 7 days prior to the date of such meeting, and at least half of the total number of directors shall attend such meeting to constitute a quorum.
(2) The agenda for the meeting shall be clearly specified. The chairman of the Board and the Chief Executive Officer should jointly consider and select the matters to be form the meeting agenda. The Company’s Secretary shall ensure that the directors obtain the relevant documents prior to the meeting to allow sufficient time to study and consider the matters.
(3) The Board shall receive all necessary information in a timely fashion prior to each meeting. The directors may directly and independently contact the Company’s Secretary to obtain additional information as necessary. The Company’s Secretary has a duty to comply with all applicable laws and regulations in this regard.
(4) The chairman of the Board shall allocate sufficient time for the Management to present documents or information for discussion. Each director is encouraged to express his/her opinion prior to the conclusion of the meeting.
(5) The Board should provide opportunities to non-executive directors to hold their own meetings, without participation by the management, as may be appropriate in order to discuss issues pertaining to the management. The results of such meetings should be presented to the Chief Executive Officer.
(6) The Board encourages the Chief Executive Officer and President to invite key executives to attend Board meetings. This will allow the key executives to provide intimate details of the Company’s business operations to the Board and establish close relationships with them. In addition, succession plans may be discussed.
(7) As the meeting progresses, directors who have or may have conflicts of interest in respect of any item on the agenda shall abstain from voting and must leave the meeting when the item is being deliberated.
(8) Records of each meeting must be made in writing and kept. The minutes shall be certified by the Board and be made available for examination by the Board and related persons subsequently.
(5.4) Responsibility of the Board – Self-Assessment
After the Company has been listed on the SET, the Board shall assess their own performance for the previous year on an annual basis in order to improve their work efficiency in the future.
(5.5) Responsibility of the Board – Remuneration of Directors
The Board prescribed that the Nomination and Remuneration Committee shall consider and propose the criteria to determine the remuneration of directors, with such determination of remuneration to be approved at a shareholders’ meeting. The criteria for determining the remuneration of directors is as follows:
(1) The Company’s operating results and size of business in comparison with the remuneration of directors of other companies listed on the SET having similar type and size of business;
(2) Experience, roles, duties and scope of responsibility of each director;
(3) Benefit to be obtained by the Company based on the contribution of that director; and
(4) The remuneration must be able to attract individuals who possess requisite qualifications to join the Company as a director or an executive, depending on the Company’s situation and requirements.
(5.6) Responsibility of the Board – Development Scheme for Directors and Executives
The Board has a policy to promote, train and educate directors, members of the Audit Committee and executives in relation to good corporate governance. In the event there is a change of directors or if new directors are appointed, the management will provide the new directors with documents and information which will introduce them to the nature of the Company’s business and the Company’s business operation strategy and ultimately aid them in carrying out their duties.
Each of the Company’s directors has been trained by the Thai Institute of Directors: some directors have passed the Director Accreditation Program (“DAP”) while others have passed the Director Certification Program (“DCP”) from the said institution.
Currently, the Company has no development and succession plan. Following the Company’s listing on the SET, the Company will consider the implementation of such plan if the need arises.
(5.7) Responsibility of the Board – Internal Control
The Board shall ensure that the Company has an internal control system covering finance and operations which is in line with the relevant laws, rules and regulations, and ensure that there are effective checks and balances mechanisms to protect and maintain the Company’s assets. The Company has implemented chains of command for approvals in this regard, and it is the responsibility of executives and employees to ensure that such checks and balances are adhered to. The Company shall also reduce its operating regulations into writing and establish an independent Internal Audit Bureau to assess the performance of each operating unit against the regulations. The assessment of efficiency and sufficiency of the internal control of each operating unit shall also be conducted.
(5.8) Responsibility of the Board – Internal Information
The Board recognizes the importance of good corporate governance. In order to ensure transparency and prevent the misuse of the Company’s internal, non-public information for personal benefit, the Company has set out an internal information policy restricting the use of the Company’s information.
(5.9) Responsibility of the Board – Annual Report
The Board is responsible for the Company’s financial statements as well as financial information which appear in the annual report. The financial statements are prepared in accordance with generally accepted accounting principles of Thailand. The Company has applied suitable accounting policies on a consistent basis and has exercised careful judgment to ensure sufficient disclosure of important information in the notes to the financial statements. The Board has also appointed the Audit Committee to be responsible in ensuring the quality of the Company’s financial reports and to provide any opinions it may have to the Board.
9.7 Supervision of Usage of Internal Information
The Company has the following policy prohibiting directors and executives from using internal, non-public information for personal benefit and for securities trading:
1. The Company has informed its directors, executives and persons holding managerial positions, including their equivalents or higher in the accounting and finance departments of their obligation to prepare and submit reports disclosing the possession of securities in respect of themselves, their spouse and minor children, to the Office of the SEC pursuant to Section 59 of the Securities Act. They have also been informed of the corresponding penalties set out in Section 275 of the Securities Act.
2. The Company requires its directors, executives and persons holding managerial positions, including their equivalent or higher in the accounting and finance departments to prepare and submit reports disclosing the possession of securities in respect of themselves, their spouse and child to the Company’s Secretary prior to their submission of the same to the SEC. The report shall be prepared and submitted within 30 days of the date of appointment of the director or executive. Any change in possession of securities is to be reported within 3 working days from the date of the purchase, sale, transfer or receipt of transfer of securities.
3. The Company requires its directors, executives and persons holding managerial positions, including their equivalent or higher in the accounting and finance departments and relevant operators who have access to internal information which may materially affect the share price of the Company, to avoid trading of the Company’s securities for a specified period before the disclosure of financial statements or the status or financial condition of the Company, or until the Company has disclosed such information to the public. The Company will provide notification in writing to its directors, executives and persons holding managerial positions, including their equivalent or higher in the accounting and finance departments, at least 30 days prior to the disclosure of such information to the public, not to trade in the Company’s securities until at least 24 hours after such disclosure. The Company also requires such material information not to be disclosed to any third party.
Should it be determined that the above rules were breached for personal benefit, the disciplinary sanctions imposed by the Company may vary from a written reprimand, wage reduction, suspension of work without pay or termination of employment. The severity of the sanction imposed shall be determined based on whether the breach was intended and the severity of the misconduct.
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