Corporate Governance
Corporate Governance
Ethics of the Board of Directors

The Company intends for the board of directors, sub-committees and subsidiaries' directors to perform their duties to operate with ethics, conduct or maintain their performance carefully, prudently and with honesty, to optimize the continuous and sustainable business operation of the company and stakeholders, as follows:

Compliance with laws and the Company's regulation

  1. Compliance with rules, regulations and laws involved with the Company's business shall be as follows:
    • Directors, executives and staff shall comply with the laws, rules and regulations of the Stock Exchange of Thailand and the Securities and Exchange Commission.
    • Directors, executives and staff shall not avoid compliance with the applicable orders, rules and laws.
    • Directors, executives and staff shall co-operate with the company' corporate governance unit and report about violation against order, rule and laws to the unit.
  2. Duty performance shall be conducted with impartially i.e. in meetings when to discuss an issue the director who has conflict of interest shall leave the meeting room and shall refrain from participation in the issue decision.
  3. To avoid a conflict of interest for a business reveal and efficiency by :
    • To forbid give other information about business for a individual benefit
    • To prohibit use a secret of organization that illegal and to forbid other secret information of organization when you expire of business of the organization then for at least a period of two years
    • Do not acquire the personal interests from being directors.
    • Do not create obligation that may conflict with their duties in the future.
    • Do not receive anything or other benefit in conflict of the organization.
  4. Keep the confidentiality of corporate information, to prevent, that may cause damage to the organization or stakeholders, except in accordance with the law.
  5. Acquisitions or disposition of Assets of the directors, their spouses and minor child, should be practice in accordance with the Notification of the Board of Governors of the SET title Practices regarding the Acquisition or Disposition of Assets of the Directors and Staff B.E. 2004.

Conflict of interest and confidential information keeping

Conflict of interest

The Company has the policy that the directors, executives and staff shall not use the opportunities from their status in the Company to acquire personal interests eventually imposes the practices as follows:

  • They shall avoid a transacting having involvement with themselves which may cause the conflict of interest to the Company.
  • In case such transacting is needed for the Company's interest it shall be carried out as if a transacting with an outsider having trade agreement reasonably same as transacting contracts in general over a trading negotiation authority with no influence from being directors, executives or related persons and not participating in a consideration for approval including having to comply the rules and regulations of the Stock Exchange of Thailand and the Securities and Exchange Commission on the transaction information disclosure.
  • A Director, executive or staff if becomes a director, partner or advisor in other organization; status shall not conflict the Company's interest and his/her direct role in the Company.
  • A Transaction which has or may have conflict of interest between shareholder, director, executive or other person shall comply with the standard practice and be ensured it is fair, reasonable and fully and correctly disclose; and the company will arrange report form for disclosing suspected transactions that there will be conflict with interest of the company into the Corporate Governance handbook.
  • Person who has conflicts with the Company's business, directly or indirectly howsoever, shall report the interest as follows:
    - Directors and executives - Shall report the interest immediately after it arises. To ensure that the company conducts regular checks; the Company's secretary shall check interest every year end and report to the Chairman and Chairman of the audit at least once a year.
  • A director, executive and staff who know the inside information shall comply with rules. The responsible directors and executives shall report the security holdings under the regulations of the Securities and Exchange Commission to the Board regularly.
  • The Company has announced the directors, executives and staff who know the inside information which may have effect to changes of the security exchange prices shall refrain from the Company security exchange one month prior.
  • The Company has announced the directors, executives and staff who know the inside information which may have effect to changes of the security exchange prices shall refrain from the Company security exchange one month prior the Company announces the financial statement or the inside information disclosure to public.
  • To monitor interest of the directors, executives and involved persons who have interest with the Company and subsidiaries under the other criteria imposed.
  • In case a related person involves or hold shares in an enterprise competing with the Company which probably incurring conflict of interest with the Company should act as follow:
    The director, executive and related persons shall inform to the Board of Directors in writing.

The use of inside information

  • Directors, executives and staff shall not use the opportunity or information obtained from their status to acquire personal interest for themselves, for other party or for operating a business competing with the company and/or the Company's other business involved.
  • The Company's inside information shall not be used for personal interest in the Company's security exchange or furnished to other people for buying or selling company shares.
  • The Company's properties shall not be used for personal interests.
  • The Company's information shall not be used as the outsider's reference for personal interests.
  • The Company's business confidential information shall not be disclosed to outsiders particularly competitors even after the directors, executives or staff have expired from position.

Responsibility to the Company's properties

The Company promotes the executives and staff to use the Company's resources and properties effectively to enhance competitiveness and good services to clients, by determining the following practices:

  • The Company's assets and resources shall be used saving and most beneficially.
  • Employees shall collaboratively take care the Company's assets are not to be depreciated/lost illegally.
  • The internal charge system is arranged to check and prevent loss of property and the properties are assigned to be under the responsibility of the agency set up.

Documentation

  • Documentations shall be executed with honesty, prudence and compliance with the specified standard.
  • The Company's letters, reports and documents shall not be falsified.

Computers & Information Technology System use

  • Computers, IT systems and information shall be deemed as the Company's properties. Executives and staff should not use computers and it systems for personal purposes.
  • Executives and staff shall not disclose the Company's business information including the information been purchased by company both existing and not existing in the Company's information system or copy the information to their personal devices without permission.
  • Executives and staff shall not modify, reproduce, erase or destroy the Company's information without permission.
  • Executives and staff shall not bring unlicensed software to the Company to use and shall not copy licensed software for any reason whatsoever without the software producer's consent.
  • Executives and staff shall not modify the Company's hardware or put on equipment other than the standard parts/equipment readily provided unless consented case by case.
  • Executives and staff shall not use the Company's email to forward message which are harassing, discrediting, rude, obscene, intimidating, agitating or annoying to others.
  • Executives and staff should use the internet to search for the information and knowledge useful to works and should avoid illegal or immoral websites.
  • Executives and staff should use the Company's IT system and other communication equipment such as telephones, fax machines, mobile phones etc. with conscious mind and responsibility substantially realizing the Company's interest.
  • Executives and staff shall not illegally access to the systems of information not permitted or authorized to them.
  • Executives and staff shall not spy the measure protecting data access and computer that other people prepare or that is not intended for executives and staff illegally and that is intended to use to cause damage to other people.
  • The Company or assigned section reserves the right to check the use of properties and units under/assigned by the Company as to be appropriate.