Corporate Governance Policy

Company’s committee

The company’s committee, as the leader and highest undertaker of the organization, plays a vital role in supervising the enterprise to have good long-term turnover which is reliable among shareholders and stakeholders for highest benefits of the company and creating values for the business to be sustain. Furthermore, the company’s committee is independent from the management and performs duties with commitment, cautiousness, an integrity in accordance with laws, objective, regulations and resolutions of the company’s committee as well as the resolutions of shareholder’s meeting.

The company’s committee understands and realizes roles and responsibilities as the leader that need to supervise the company to have good management which cover (1) determining of main objectives and goals, (2) defining strategies and operation policy as well as resource allocation and (3) monitoring, evaluating and supervising the overall operation reporting.

The company provides risk management and internal control system so that the operations achieve the intended objectives. It includes compliance with laws, relevant regulations and minimization of risk at frauds with an internal audit system to ensure that the system helps to achieve the specified goals.

1. Risk Management

The company apply risk management in the entire organization continuously to ensure that the company can achieve the intended goals and enhance success of operations following guideline of good governance that it can support changing business environment and high competition. The company appoints Enterprise Risk Management and Corporate Governance Committee: ERMC consisting of the company’s committee and high executives. Its duties are to determine guideline of managing and developing Enterprise Risk Management system effectively and to drive cooperation from every level of the organization and control risk management to be at unacceptable level. Nevertheless, it covers strategic risks, operations, finance management, compliance with laws and regulations and other important risks related to business operations of the company.

2. Internal Control

Internal control of the organization comprises the committee and sectors in the organization with a law firm and the company’s secretary to supervise it to provide effective system, efficient operations, reliable financial and accounting reports and compliance with laws and relevant regulations etc. It includes the provision of an operation report submitted to the Enterprise Risk Management Committee (ERMC). Nevertheless, the supervisors at level of section manager have to be in charge of internal control system of the sectors.

3. Internal audit system

The organization’s internal audit is co-responsibility of personnel at every level and in every sector including directors, executives and employees in every part of the organization. The internal audit sector is established under the audit committee with direct reporting to the chief executive officers. Its duties are to supervise the enterprise to ensure the shareholders, committees, companies and the management that the internal control system determined by the organization can help it to achieve the intended goals. The internal audit unit is independent and has duties to give advices and inspect internal control if it is suitably and regularly practiced. It also audits operations of sectors to be in accordance with the requirements and regulations to find defects, weaknesses and advices for effective and efficient operation system development. From the specifies organization’s structure, the internal audit unit can operate works freely by making a direct report to the audit committee and the chief executive officer. Furthermore, the company’s committee stipulate the auditor rotation in every 3 years to ensure that the auditor can review and examine the financial statement of the company independently.

1. Rights of shareholder

The shareholders have rights of ownership and can exercise rights through appointment of directors to perform duties for them. They also have right to make a decision on major changes. The company’s committee realizes importance of the shareholders’ rights by promoting the shareholders to exercise rights and not to take any actions to violate or deprive rights of the shareholders.

2. Equality of shareholders

Every shareholder has equal and fair rights provided that the company’s committee will supervise shareholders to be treated and to protect basic rights equally

The company is determined to take care of stakeholders by rights in applicable laws. The Company’s committee will consider a process to promote cooperation between the company and stakeholders to construct prosperity, financial stability and sustainability of the enterprise.

The company will disclose financial and non-financial information correctly, completely, punctually, and transparently through easily and equally accessible and reliable channels.

The Company emphasizes safety, occupational health, environment and energy to ensure that operations of every activity are under universally standard management system which have no impacts on environment, society and community