The company has determined good corporate governance policies and strictly comply with the policies to ensure management efficiency and effectiveness and create fairness to all relevant parties, whether the shareholders, stakeholders, directors, management and employees of the company. The policies can be summarized as follow.

Part 1 : Rights of Shareholders The board of directors understands and respects the rights of shareholders and will not do anything that will violate or prohibit shareholders' rights. The company will facilitate the shareholders to exercise their rights. Therefore, the company has determined following policies to ensure that the shareholders' basic rights are protected.

  • The company will regularly notify every shareholder about the company's operation and progress, whether directly to the shareholders or via the Stock Exchange of Thailand (SET).
  • The company will arrange shareholders' meeting in the venue that is conveniently accessible in an appropriate time and date.
  • The company will send meeting invitation as well as adequate information required to consider meeting agendas, both in Thai and English, to the shareholders at least 7 days prior to the meeting, which is consistent with the company's regulation and/or the relevant regulation. The company shall provide comments of the board of directors regarding every meeting agenda. The company shall also provide comments from the audit committee in certain agenda as required by relevant regulations.
  • Prior to the meeting commencement, the company shall clarified to the participated shareholders of their rights according to the company's regulations regarding the shareholders' meeting, voting procedures and the right to give comment or to raise question in the meeting regarding meeting agenda. The meeting chairman, directors and specialized directors shall participate in the meeting to give information and respond to the shareholders' question. The meeting chairman shall provide adequate time for the shareholders to raise question or give comment.
  • After the meeting adjourned, the company shall notify the meeting resolution to the SET immediately before the stock exchange will be opened on the following session. The company shall make shareholders' meeting minutes that contain complete and accurate information about the meeting. The minutes shall include the directors' attendance, votes of each meeting agenda, important questions and comments, etc. so the shareholders can review the details of the meeting after the meeting adjourns. The company shall submit the meeting minutes to the SET within 14 days after the meeting date.

Part 2 : Equitable Treatment of Shareholders The company values the shareholders' right and treat every shareholder on equitable basis. The company has following guidelines.

  • The company shall send the proxy form and shall propose at least one audit committee director for the shareholders to consider to be proxy to vote on the shareholders' behalf in an event that the shareholder cannot participate the shareholders' meeting by self to ensure that the shareholders can determine the resolution even in their absences.
  • In an event that any shareholder wishes to add meeting agenda for the shareholders' meeting and submit a proposal to the company at least one day prior the shareholders' meeting, if the board of directors deems that the agenda should be beneficial for the company and the shareholders, the company shall propose such agenda into the shareholders' meeting. The company shall notify the new agenda to the shareholders via the SET.
  • In an event that any shareholder wish to propose any directorship candidate for the company to run for the company's directorship position, the shareholder may propose the name, details, qualifications and consent letter from the proposed person to the company at least three months prior to the shareholders' meeting date. The company has a policy to consider those candidates to replace directors who are retired by rotation every year. The proposed candidates shall be brought up in the shareholders' meeting for shareholders' consideration.
  • The company has indicated a measure to prevent the usage of insider's information in the employee's manual under the topic ethics and disciplinary actions. The manual is circulated to every employee of the company.
  • The company has policies and measures to prevent directors and managements to benefit from non-public material information that could affect investment decision. The company shall notify resolutions of the board of directors to the SET immediately and before the next session of the stock exchange, which prohibit the company's directors and managements to use insider's information for personal benefit. Moreover, the directors and managements must report their changes in holdings in the company to the Office of Securities Exchange Commission (SEC) within three days after any transaction occur.

Part 3 : Roles of Stakeholders The company respects the rights of stakeholders and specify guidelines in the company's code of ethics to ensure that the legal rights of all stakeholders, including shareholders, employees, managements, customers, trade partners, public and society, are well preserved. Moreover, the company encourage cooperation between different stakeholders to ensure that all parties could maintain their rights and earns fair benefits in order to create long-term success for all parties. The policies are as followed.

  • Treat employee on equitable basis and remunerate them appropriately.
  • Purchase goods and services from trade partners according to the trading terms and comply with the contract term with the trade partners.
  • Care and responsible for customers, both in term of product and service quality, and preservation of customer's secrets.
  • Comply with loan agreement.
  • Behave properly in the good competitive framework. Avoid any fraud that could damage trade partners.
  • Responsible for the environment of communities and societies.

Part 4 : Disclosure and Transparency The company understand and give important to complete, accurate, transparent, timely and equal information disclosure to the investors and relevant parties, in the form of the company's news, information, financial reports, analyst information disclosure and other material information that may affect the company's share prices. The company makes aforementioned disclosure via:

  • The company's news is disclosed via the SET and the company's corporate websites.
  • The company's financial information is disclosed via the website www.setsmart.com. The company shall simultaneously send the financial reports and relevant information to the SET and the Office of the SEC.
  • The information disclosure Form 56-1 and the company's Annual Report.
  • The company has yet to form an investor relation unit to take care of the company's investor relation activities. However, the company has appointed Mr. Sunchai Nuangsith to communicate with investors, shareholders, investment analysts and other relevant persons. He can be reached at 02-683-4900..

Part 5 : Board Responsibilities The board of directors participates in determining the company's policy, objective, business plans and budget. The board also supervises the executives to ensure that the plan and budget are carried out effectively and efficiently. The board shall have following responsibilities.

  • The board of directors comprises of seven directors, who are three executive directors, three audit committees who are independent directors and an independent director.
  • The chairman of the board of directors is the same person as the executive chairman and chief executive officer. However, the company's board of directors consists of four independent directors, which is more than a-third of total of seven directors. The high proportion of independent directors in the board enable balance of power and enable check and balance in management. Moreover, the company has clearly determined scope of responsibilities of the board and executive director, which prevent absolute management authority. There is a check in balance system on important agenda, which require resolution from the board or shareholders' meeting (depend on the agenda). The board cannot participate in agenda that may cause conflict of interest.
  • The board shall meet every quarter and may gather a special meeting as necessary. For each meeting, the company will send meeting invitation and agenda to every director at least 7 days prior to the meeting to give them time to study and understand the issue. Upon the completion of the board meeting, the company will notify the board resolution to the Stock Exchange of Thailand on the following day or immediately before the next trading session.
  • The board of directors shall be responsible for important business operation, corporate governance, the company financial statements and public press release. The company's financial statements are prepared according to the generally accepted accounting principles. The company will select appropriate and consistent account practices and will exercise prudence in preparing financial statements. The company will also disclose adequate material information in the note to financial statement.
  • The board shall maintain effective internal audit system to ensure that the accounting records are accurate, complete and adequate to maintain the company's assets and to understand any accounting weakness to correct and prevent any fraud, misconduct or any significant abnormality.
  • The board of directors has appoint audit committee to be responsible for the quality of the company's financial statement and internal audit system.