สำนักงานพระราม 3

นักลงทุนสัมพันธ์

1011 อาคารศุภาลัย แกรนด์ ทาวเวอร์ ชั้น 17
ถนนพระราม 3 แขวงช่องนนทรี เขตยานนาวา กรุงเทพ 10120

โทรศัพท์ : +662 049 1041

โรงงานร่มเกล้า

247 ถนนร่มเกล้า แขวงแสนแสบ
เขตมีนบุรี กรุงเทพฯ 10510

โทรศัพท์ : +662 543 9020

อีเมล : info@skytower.co.th

ติดตามเราได้ที่

© 2021 Sky Tower PLC. All Rights Reserved.

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Corporate Governance Policy

The Board of Directors of Sky Tower Public Company Limited realizes the importance of developing and maintaining good corporate governance systems. The company is to operate the business with integrity and morality in a responsible manner that enable the company to complete the business prosperously while treating all stakeholders fairly and increase business value for the ultimate shareholders. The company has been adhering to the ‘Principle of Good Corporate Governance’ which is developed for listed companies by the Stock Exchange of Thailand (SET) since year 2012. Recently, the Securities and Exchange Commission (SEC) has issued the “Corporate Governance Code for Listed Companies 2017” (CG Code) which advises core principles that support implementation of good corporate governance by the Board of Directors.

Compliance with the Corporate Governance Policy in 2021 is as follows:

1. Rights of Shareholders

Board of Directors realizes and emphasizes to the right of each shareholder, promotes and facilitates to shareholders for exercising rights both fundamental rights and right to receive and not to violate or to deprive shareholder’s right. One share shall have on vote. There is no share to have special right. The major practice regarding shareholder’s rights are as follows:

1.1. Fundamental Right is the right of shareholder which receive equally as stipulated in the Company’s regulation and related law such as right to purchase and buy or right to transfer, right to attend the shareholder meeting and to vote for major approval, right to provide proxy to independent director or other to attend the meeting to vote, right to vote for appointment and demotion director and to specify the remuneration for director, right to vote to appoint Auditor and to specify fee for auditor, right to receive dividend, right to comment and to query during shareholder meeting, right to sufficiently receive updated information of business.

1.2. Right to receive main information besides the fundamental right, Company also emphasizes the disclosure of correct, complete, in-time and transparency information to shareholders. The disclosure of information both in Thai and English on Company’s website: www.skytower.co.th and also through website of the Stock Exchange of Thailand: www.set.or.th for shareholder to receive information thoroughly

1.3. Right to attend the Shareholder Meeting The Board of Directors has arranged the shareholder meeting by considering the rights and equality of attendance of every shareholder.

Prior to the date of Shareholder Meeting

  • Company will inform agenda of the Annual General Meeting of Shareholder Meeting more than 14 days in advance. on Company’s website and through the system of the Stock Exchange of Thailand, in order for shareholder to know and to assign the time to attend the meeting, also to publish the invitation and all supporting information for meeting that have the same information which Company submitted to Shareholder on Company’s website www.skytower.co.th on Investment Relation section, data to propose in order for shareholder to have sufficient time to study and to understand information prior to the meeting. Also Company sent the meeting notice to shareholder not less than 14 days prior to the meeting date, and also published the notice for Shareholder Meeting on newspaper not less than three consecutive days prior to the date of the meeting.
  • For details document sent to shareholder consisted of Notice of Invitation of Meeting, supporting document for The Annual General Meeting of Shareholder which had sufficient details. Each agenda will have background, objective and reason, including comment from Board of Directors, together with details of agenda such Annual Report, Curriculum Vitae of person who has been proposed to be Board of Directors, definition of Independent Director, information of Independent Director which Company proposed as grantee from shareholder, Company’s regulation regarding The Annual General Meeting of Shareholder, evidence which shareholder shall bring to present during participating in the meeting, map of meeting place, Form to receive hard copy of Annual Report, power of attorney type A which is easily and not complex and type B which shareholder specifies voting direction or download form of power or attorney type C or either through Company’s website: www.skytower.co.th
  • The shareholders are given an opportunity to submit questions related to the agenda by sending in writing to the e-mail address of the Company Secretary and Corporate Governance Officer in advance

Importance agendas in Annual General Meeting of Shareholders

  • Appointment of Directors: The Company gives chance shareholders used their right to elect director individually by providing the profile of directors whom proposed to be directors together with mentioned position in other companies as clearly stated if a company engaged in business which has the same condition, competition with company business and number of participating in Board of Directors meeting by passing the consideration from Board of Nominating Committee.
  • Remuneration: The details of remuneration for Directors are given to be proposed which accordance to policies and conditions of remuneration for Directors. By this, the company proposed amount of compensation offered to get the approval from Annual General Meeting of Shareholders and this also disclosed in Annual Report and Form 56-1.
  • Appointment of Auditors and Audits Fee: The details of name of auditors, accounting office, independence, relationship with the company, number of years served, reason for changing auditors (if any) and comparative between current and passed audits fee. In addition, mentioned passed the resolution from Audit Committee which includes other services from accounting office (auditor under)
  • Dividend Payment: The details of allocation of profit, Dividend Payment, policies of company
  • Dividend Payment and comparative information between current and passed Dividend Payment are given together with specify the date of closing registration book in order for right to receive Dividend Payment.

After the Annual General Meeting of Shareholder Day

  • Disclose the resolution of Shareholder Meeting with the number of votes and proportion for each agenda item both in Thai and in English though the news system of the Stock Exchange of Thailand within the date of complete the meeting or the following day.
  • Company Secretary recorded information and provided Minutes of Meeting of the Annual General Meeting of Shareholder correctly and completely with List of names and position of Board of Directors who were present at the shareholder meeting / not present at the shareholder meeting with reason, summary of inquiries, opinions, and recommendations of the shareholders as essential details of each agenda in the Minutes of Meeting, the votes of the shareholders which were clearly segregated as “Approval”, “Disapproval”, “Abstention”, and invalid ballot in terms of number of votes and proportion for each agenda item, Minutes of mentioned meeting was signed by Chairman of the meeting and submitted to The Stock Exchange of Thailand (mai) and related authorities within 14 days since the date of the Annual General Meeting of Shareholder and published through Company’s website.

2. Equitable treatment of shareholders

Board of Directors realizes and emphasizes to the right of each shareholder, promotes and facilitates to shareholders for exercising rights both fundamental rights and right to receive and not to violate or to deprive shareholder’s right. One share shall have on vote. There is no share to have special right. The major practice regarding shareholder’s rights are as follows:

Shareholder Meeting

  • For all shareholders to participate in the consideration and vote in various companies of the company according to the meeting agenda. If shareholders are unable to attend the meeting by themselves The company provides an opportunity for shareholders to appoint a proxy to any person. Or authorize an independent director or audit committee of the company attended the meeting instead for agents to preserve their rights on their behalf For details document sent to shareholder about the 3 independent directors by informing the name, address, age and interest in the agenda of the independent director in the notice of the meeting Including specifying evidence documents And advice on procedures for granting proxy to shareholders .For shareholders to be able to prepare correctly and without any problems in attending the meeting of proxies. This is for the shareholders to use the said information. The company has chosen to use power of attorney type A which is easily and not complex and type B which shareholder specifies voting Which can choose any type of proxy Which has been attached together with the notice of the meeting To encourage shareholders to use a proxy form that can specify the direction of voting In addition, shareholders can also download the power of attorney And comply with the announcement of the Ministry of Commerce on the company .There are 3 types, which are Type A, Type B, and Type C (Type C is used only if the shareholder is a foreign investor and appointed a custodian in Thailand to be the custodian of the shares).
  • Determination of voting rights at the meeting the number of shares held is equal to the number of shares held, with one share equal to one vote.

Supervision of the Use of Internal Data

  • The company has measures to control the use of internal data in order to prevent the internal data misuse. There are the regulations regarding the use of internal data written in the company’s business code of conduct for directors, executives and employees to perform their duties with honesty, responsibility, discipline and good conscience for the public and for themselves. They shall not use the positions to improperly seek benefits for themselves and/or for others. They shall protect the interests and assets of the company. They shall not use the company’s data and assets for the benefits of themselves and/or others and not act to support others to do business to compete with the company and its subsidiaries. In addition, the company has set the punishment for violation of using the company’s internal for personal benefits in the company’s regulations. The punishment starts from giving a verbal warning to termination of employment.
  • In the previous years, the directors, executives and employees of the company have strictly complied with the regulations. The misuse of the company’s internal data is not observed.

Determination on Trading Company’s Securities

The company’s business code of conduct indicates that the directors, executives and employees of the company shall avoid using internal data for their own benefits when trading the company stocks or providing such data to others for trading the company shares. They shall refrain from trading the company shares at the time before the financial statements are published or before the company’s status or the important data is disclosed.

Conflicts of Interest

The company has a policy to conduct business with honesty, reasonableness and independence. Everyone in the organization shall make a decision to take any action for the company’s benefits. They shall not take an opportunity as being a director, an executive, an employee of the company and/or use the company’ data and assets to seek personal benefits or give benefits to their families, friends or acquainted persons. The practical guidelines for directors, executives and employees to eliminate conflicts of interest that may occur are as follows.

  1. Avoid making any transactions related to themselves which may cause conflicts of interest
  2. In the event that such transaction is necessary as it is a benefit of the company, the transaction shall be made as if it were a third-party transaction. The directors or employees who have a stake in that transaction must not be involved in an approval.
  3. In the event that a connected transaction occurs, it must be carried out in accordance with the company’s regulations and the regulations of the Stock Exchange of Thailand. The data related to such matter shall be sufficiently and completely disclosed.
  4. An opportunity or the data obtained from being a director or being an employee must not be used for personal benefit and for conducting business to compete with the company or for doing related business.
  5. The internal data must not be used for personal benefit for trading the company shares or must not be given to others for trading the company shares.

3. The Role of Stakeholders

Company gives importance to the care and equal treatment of various groups of stakeholders. Inside and outside the company By conducting business with responsibility and fairness to all stakeholders dedicated to the development of the company’s business progress Lasting Protect the interests and take care of company assets And will not take any action That will deprive rights or adversely affect stakeholders Therefore ensuring that all groups of stakeholders will be treated fairly with all parties, with the company having business ethics The Board of Directors is aware of the importance of promoting ethical values. In order to be a corporate culture Therefore have prepared a written business code of conduct for the directors, executives and employees to understand and realize the ethical standards that the company Used in business operations And want everyone in the organization to use as a framework for strict conduct To promote behavior that demonstrates responsibility for work Shareholders, colleagues Stakeholders and society, including avoiding any behavior That may be at risk of ethics And may cause a violation of the law Which is defined as follows;

Shareholder

Company realizes that shareholder is the business owner and company has a duty to create added value for shareholders in the long term Therefore, the directors, executives and employees must comply as follows;

  1. Perform duties with honesty. As well as decide to take any action with prudence and fairness to large and minor shareholders for the best benefit of the shareholders as a whole
  2. Present the report on the status of the company, the operating results financial status, accounting, and other reports on a regular and complete basis.
  3. Inform all shareholders equally about the future trends of the organization, both positive and negative. Which is based on the possibility with sufficient information and justification
  4. Prohibiting to seek benefits for oneself and others by using any information of the company which has not been made public or take any action in a manner that may cause conflicts of interest with the organization

All shareholders of the company are invited to attend the Annual General Meeting of Shareholders for the year 2020 And have the right to vote in important agenda by receiving a variety of important information such as books, documents, and electronic data.

Employee

Company has policy to treat employee with fairness due to Company realizes that employees are the major resources and extreme value for Company, and also the major factors to promote good image of Company to customers, partners, shareholders, and other related. Company has policy to promote strong organization culture by adding value of the work, including adding knowledge and continual capabilities development of employee in order to comply with the mentioned policy, Company strictly holds code of conduct to employees as follows:

  1. Conduct to employee with gentleness and respect the individual and prestige of human being.
  2. Fair remuneration to employees
  3. Provide safety working environment for employee’s life and asset regularly.
  4. Promotion and transfer, including reward and punishment to employee with honest and based on knowledge, capabilities and appropriateness of each employee.
  5. Emphasizes to knowledge development, employee’s capabilities by offering opportunities thoroughly and regularly.
  6. Listen to comment and suggestion based on the professional knowledge of employees.
  7. Perform in compliance with rule, regulation and legal requirement related to employees seriously.
  8. Avoid any actions in which might be unfair and impact to stability of duties of employees or threaten and create pressure to employee’s mind.
  9. Provide employee to complain in case of receiving unfair treatment in accordance with system and specified process.

Also, Company has provided several welfares for employees in order to promote the good quality and good living as follows:

  •   Provided provident fund for saving in the future, members have to contribute with the rate of 3-15% of salary and will receive contribution by Company with the rate of 3%.
  •   Provided annual medical examination
  •   Provided Uniform
  •   Provided employee transportation
  •   Provided hygiene canteen and welfare canteen in economy price.
  •   Cash contribution in case of father, mother, employee dies
  •   Sent employees for training outside with related authorities in order to develop and increase knowledge, capabilities, and working skill for employee continually.
  •   Provided medical room with professional nurse, medicine and medical supplies.

Company and its subsidiary emphasize on the Occupational Safety, Health and Environment for working by setting up safety policy clearly, also appoint Occupational Safety, Health and Environment Committee (SHE Committee) in order to handle occupational safety, health and environment for employees by providing safety audit in working place regularly, providing security officer 24 hours, installation of alert system, fire extinguisher, CCTV, providing Personal Protective Equipment (PPE) such as safety shoes, mask to protect from heat and chemical, etc. Moreover, Company also conducts emergency drill, firefighting and fire evacuation and first aid to employees every year.

Communication channels for employees :  In the company’s regulations, there is a section on complaining which provides an opportunity for employees who have suffered from damage, unfair treatment or affected by the matters related to work to have the right to make a complaint in a written form to a supervisor or to the Human Resources Department to investigate and consider such complaint. The complaining procedures are as follows.

Human Right :  Company promotes and respects Human Right and will conduct the business in accordance with principle and intention of Universal Declaration of Human Rights under the Company’s authorities and will not conduct anything against Human Right.

Customer

Company realizes the importance of satisfaction to the achievement of Company business, aims to seek for methods to response to customer requirements for effectiveness and efficiency all the times, and then set up policy and procedure as follows:

  1. Delivery product and service with quality as requirement or higher than customer’s expectation with the fair price.
  2. Provide correct, sufficient, and update information to customer in order to know about product and services by not exaggerate which might cause customer to misunderstand for quality, quantity or any conditions of those products or services.
  3. Provide correct, sufficient, and update information to customer in order to know about product and services by not exaggerate which might cause customer to misunderstand for quality, quantity or any conditions of those products or services.
  4. Contact customer with gentleness, effectiveness and to be trust by customer.
  5. Provide complaint system and process for customer to complain for quality, quantity, safety of products and services, including rapidity to response or delivery, and the most immediate action in order for customer to quickly receive response.
  6. Keep customers secret and not utilize for personal interest or related interest improperly.
  7. Recommend instruction for products and services of Company effectively and for maximization benefit to customer.

Partners and / or Debtors

Company has policy to treat partners and/or debtors equally and fair by considering the maximization benefit of organization and based on the fair return for both parties, avoiding any situation of creating conflict of interest, including to perform in accordance with the obligation of contract, providing actual information, correct reporting, negotiation to resolve and to find solution based be on the business relationships by having the following practices.

  1. Not utilize the opportunities when executives or employees who is responsible for procurement or providing services for personal interest.
  2. Not call or receive or pay any benefit with un-honest to partners absolutely.
  3. Perform according to condition and obligation of contract between partners strictly, not force to purchase-sell production or unfairly unfair pay the fee to partners.

Trade Competition

Company has policy to support and promote trade competition with freedom and fairness. Company does not have any policy of trade competition with other means to receive illegal information of competitor and against ethics by having the following practices

  1. Behave under the framework of good competition.
  2. Not seeking confident information of trade competitor with un-honest methods or inappropriate.
  3. Not destroy the reputation of trade competitors by trade competitor by using misdemeanor

Society and Environment

Company determines to develop, modify and produce product with quality in compliance with friendly environmental standard by focusing on the selection quality raw material and appropriate with the production standard and also realizes for safety or employees, customers, partners, environment and community which impacted by organization.Company performs in accordance with legal requirement and other regulations according to the international practices. Moreover, Company determines to create attitude and culture of organization in order for employees to be responsible for society union.

Channel of participation by stakeholders

Interest parties related to the Company’s business both inside and outside, especially personnel, parties, organization in case of stakeholders has complaints, suggestion or any issues regarding financial statement, weakness internal control system or illegal action and misconduct, shall communicate through

Miss. Onchulee Lawsmithikul (Corporate Secretary)
Phone: (02) 5439020
Fax:(02) 543-9029
Email : onchulee.l@skytower.co.th

and result will be reported to Board of Directors, therefore the whistle blower and complaints will be treated confidential.

4. Information Disclosure and Transparency

Board of Directors realizes the importance of disclosure information with correctness, completeness, quality and reliability, to disclose equally, transparency and fair both for financial information and non-financial information, as well as other main information and affects to the stock price of Company, which can affect to the decision of investor and stakeholder of Company. Company disseminates information both in Thai and in English through the Stock Exchange of Thailand and through Company’s website: www.skytower.co.th for Annual Information (Form 6-1) and Annual Report. To disclose information for all stakeholders for confidence as follows:

Importance information as for financial and non-financial

The company has disclosed importance information including financial and non-financial information under the condition of The Stock Exchange of Thailand and The Securities and Exchange Commission correctly, completely transparency and on time which passed through examination procedure in both Thai and English to The Stock Exchange of Thailand and company website (www.skytower.co.th). By this, Financial Statement (Annually and Quarterly) has passed examination procedure and informed to The Stock Exchange of Thailand and The Securities and Exchange Commission. In addition, disclose information to shareholders and investors beforehand. As other importance information on principles of good governance has been set in Annual Report, Form56-1 and company website by updating information including all documents can be downloaded.

Report on responsibilities of Board of Directors on Financial Report

Board of Directors has realized on importance of financial report preparation correctly, in accordance with accounting standard which disclose such information that has been audited by independent auditors and approved by Audit Committees and Board of Directors prior to dissemination to shareholder. In order the ensure, Boards has prepared a report of Board of Directors for financial report was signed by Chairman and Executive Chairman which disclosed in Annual Report and Form 56-1 together with report from Independent Certified Public Accountants. By this, such report is meet accounting standard report and investors could find this information for their decision.

Board of Directors and Executives remuneration

The Directors remuneration approval from the Shareholders Meeting. By this, the company has disclosed policy of paying remuneration to Directors and Executives of company and including format in Annual Report and Form 56-1

Related Transaction and/or Asset Acquisition

Board of Directors has clear practice guidelines in order to discarded on beneficial and for highest returns to company and shareholders. Transactions which conflict of interest then company will clarify and disclosed in meeting resolution in accordance with rules from Capital Market by stakeholders may leave the room and no right to vote in that agenda for independently in consideration.

Investor Relation:

Miss. Onchulee Lawsmithikul (Corporate Secretary)
Phone: (02) 5439020
Fax:(02) 543-9029
Email : onchulee.l@skytower.co.th

5. Responsibilities of the Board of Directors

Board of Directors consists of personnel who have knowledge, capabilities, skill and experience in several fields, having important roles to specify the policy, monitor management team, governance, inspect and assess Company’s performance in compliance with specified plan and target. Company divides roles and responsibilities of each committee in order to follow up and monitor the business operation of Company.

Check and Balance of the Board of Directors

On 31 December 2020, the Board of Directors consisted of 8members including 3 independent board members or 37.50percent of the entire Board of Directors. It is a standard proportion which is 1 out of 3 of the Board of Directors and is in accordance with the regulations of the Securities and Exchange Commission and the Stock Exchange of Thailand. There is the check and balance of non-management board members as follows:

Chairman of the Board of Directors is Mr. Wutichai Leenabanchong is a person who is not is not the same person as the Chief Executive Officer, which is in accordance with the regulation set by the Stock Exchange of Thailand

Approval Authority of the Board of Directors

According to the Board of Directors’ Meeting No. 4/2019 on July 9, 2019, the regulations, approval authority and operations of the Board of Directors, the Executive Board and the Chief Executive Officers were approved. The approval authority of matters related to business management, personnel management, investment, finance and property was defined. The responsibilities of each committee were set as the practical guidelines.

Numbers of Companies Appointed by Directors

The company does not limit numbers of companies in which each director holds a position since the Board of Directors will appoint a person to be the company’s board member by considering knowledge, ability and sufficient time to perform duties for the company. In addition, the company discloses details of each board member’s position in other companies.

Meeting and Communicate between Executives and Chief Executives, highest commanders of every department of company and subsidiaries

Company has held the meeting between Executives Board and Chief Executives and highest commanders of every department of company and subsidiaries every month in accordance of the target of business operation and business strategy. By this, communication is a way to cooperate with every employee for understanding and act in the same direction together with responsible for their duties in order to achieve their goals.

Succession Plan

Company also realizes the importance of personnel preparation who will be assigned in order to replace the high level Executive Director and the highest superior of each department when retirement. Company has set up the development of the second level of Executive Director who has potential, vision, knowledge and capabilities in order to be continually promoted to be consecutive higher Executive Director. The Development will be conduct both theory and on the job training in the real situation.

Therefore, Board of Directors, and Executive Director to monitor and evaluate that person’s performance that to be further promoted to be executive continually.

Performance Evaluation of the Audit Committee

To improve performance efficiency, the Audit Committee evaluates the performance via a group self-assessment in order to be used as a framework for inspecting the Audit Committee’s performance. This is to inspect whether it is carried out in accordance with the approved corporate governance policies and/or the best practices. It aims to improve the Audit Committee’s performance to be consistent with the set policy and to review the problems and obstacles that have occurred in the past years. The performance is evaluated and compared with the best practices in 3 aspects as follows.

1. Structure and qualifications of the Audit Committee
2. Meeting of the Audit Committee
3. Roles, duties and responsibilities of the Audit Committee

The evaluation results in overall score average for all topics and the average score of each item are at “Very Good” level (the score is over 80%). This shows that the Audit Committee has performed their duties as stipulated in the Charter of the independent Audit Committee.

Nomination and Discharge of Director and High Executive Level

Nomination and Remuneration Committee Consider on recruitment and nomination of proper qualified candidate to hold the Company’s director position in various subcommittees which have been appointed from the Board of Directors for replacement in case that the term is due, resign or other cases and propose to the Meeting, shareholders or the Board of Directors for consideration on approval and appointment as the case may be according to Articles of Association.

Nomination Procedure

  • Through the Annual General Meeting of Shareholder
    • As per Company’s regulation, article 4 Director of item 23 stipulates that the Annual General Meeting of Shareholder to appoint director in compliance with procedure and criteria as follows:
      1. A shareholder is equal to one share one vote.
      2. Each shareholder will use his vote as mentioned in item 1 to appoint one candidate or many candidates to be directors but
        could not divide this vote more or less to either.
      3. Candidate gaining the highest votes in sequence will be appointed as director and the number of appointed director
        subject to required number of director vacancy or selection. In case of a tie of votes and qualified candidates are
        exceeding the required number, the Chairman of the meeting shall have an additional casting vote.
  • Through the Board of Directors’ Meeting
    • As per Company’s regulation, article 4, Director of item 27 stipulated that in case of the position of director is vacant due to other reason except by the expiration, Director shall appoint any person who has qualification in accordance with legal requirement to be director for the next board of directors’ meeting, except that the term of that director is less than two months. That person who is appointed to be director, will reside in the position for the term left.The resolution of director consists of voting not less than three-fourth of the number of remaining directors.
  • Nomination Procedure
    • Through the Annual General Meeting of Shareholder
      • As per Company’s regulation, article 4 Director of item 23stipulates that the Annual General Meeting of Shareholder to appoint director in compliance with procedure and criteria as follows:
        1. A shareholder is equal to one share one vote.
        2. Each shareholder will use his vote as mentioned in item 1 to appoint one candidate or many candidates to be directors but
          could not divide this vote more or less to either.
        3. Candidate gaining the highest votes in sequence will be appointed as director and the number of appointed director
          subject to required number of director vacancy or selection. In case of a tie of votes and qualified candidates are
          exceeding the required number, the Chairman of the meeting shall have an additional casting vote.
    • Through the Board of Directors’ Meeting
      • As per Company’s regulation, article 4, Director of item 27 stipulated that in case of the position of director is vacant due to other reason except by the expiration, Director shall appoint any person who has qualification in accordance with legal requirement to be director for the next board of directors’ meeting, except that the term of that director is less than two months. That person who is appointed to be director, will reside in the position for the term left.The resolution of director consists of voting not less than three-fourth of the number of remaining directors.
  • Procedure to Discharge
    • Retire when its due service term
      • As per Company’s regulation, article 4 Director of item 24 stipulated that at the Annual General Meeting of Shareholders, one-third of directors shall retire by rotation. In case the number to be divided cannot be made, the retiring number should be the number nearest to one-third.For the retiring director in the first and second years after the Company’s registration, drawing-lots method shall be applied to decide who will retire by rotation whereas for the next year, directors holding the longest service term shall retire and those retiring are eligible to be re-elected for another term.
    • Resign out of service term
      • As per Company’s regulation, article 4 Director of item 25, moreover stipulated that for directors to retire as per due service term in item 24, director will be discharged when
        1. Dead
        2. Resign by written notice to Company or Board of Directors
        3. Miss some of qualification or illegal prohibit according to law.
        4. The Annual General Meeting of Shareholders has resolution to retire with the vote not less thanthree-fourth of number of
          shareholders who attends the meeting and has right to vote and collecting vote not less than half of total shares holding
          by shareholders who attends the meeting and have right to vote in the meeting.
        5. A court sentences to resign

Internal Control System and Internal Audit

The Board of Directors realizes the importance and provides internal control System for operation in term of Financial follows the policies and rules by appointed Internal Audit to be responsible for checking the operation system of internal control as planned to report Audit Committee and Board of Directors. Moreover, they are independently to perform their duties. There are 5 sections of Internal Control System Organization and Environmental, Risk Management, control practice of management, Information and Communication and monitoring system every year at least 1 The Board of Directors and Audit Committee comments there are appropriate and enough internal control in accordance with Report from Audit Committee within annual report and Form 56-1.

Supervision of the Use of Internal Data

Company has policy and method to monitor Executive Director for using inside information of Company for personal interest or other interest as follows:

  • Company has policy for Director to be trained course for director in order to know for obligation, roles and duties of Director of listed Company which arranged by Institute of Thai Directors Association (IOD), including providing knowledge for Executive Director in various departments regard duties of Executive Director to report the Company’s stock holding and penalty in compliance with The Securities and Exchange Act B.E. 2535 – and according to regulation of the Stock Exchange of Thailand mai.
  • Company informs Director, Executive Directors, and Auditor of Company know and understand for duties and responsibility of reporting the stock holding and any adjustment of stock holding in own Company, spouse, and son/daughter underage to the Office of the Securities and Exchange Commission according to article 59 of The Securities and Exchange Act B.E. 2535and penalty according to article 275of The Securities and Exchange Act B.E. 2535
  • Avoid using internal data for their own benefits when trading the company stocks or providing such data to others for trading the company shares. Refrain from trading the company shares at the time before the financial statements are published or before the company’s status or the important data is disclosed.
  • Never use an opportunity or the data obtained from being a director or being an employee to seek personal benefit and to conduct business to compete with the company or to do related business.

Implementation of Good Corporate Governance for Listed Companies 2017

At the Board of Directors Meeting No.1/2021 on February 25, 2021, there was an agenda to review the compliance with the good corporate governance principle in which the Board of Directors considered and reviewed the implementation of the CG Code in practice, to be adapted in the year 2021. The Company will operate in 2 items as follows:

  1. Responsibilities of the Board of Directors Section: The Company will arrange for a full assessment of the Board of Directors’ performance and individual.
  2. Disclosure and Transparency Section: The Company will disclose the latest and historical financial statements of the Company for at least 1 year on the Company’s website.

1. Rights of Shareholders

Board of Directors realizes and emphasizes to the right of each shareholder, promotes and facilitates to shareholders for exercising rights both fundamental rights and right to receive and not to violate or to deprive shareholder’s right. One share shall have on vote. There is no share to have special right. The major practice regarding shareholder’s rights are as follows:

1.1. Fundamental Right is the right of shareholder which receive equally as stipulated in the Company’s regulation and related law such as right to purchase and buy or right to transfer, right to attend the shareholder meeting and to vote for major approval, right to provide proxy to independent director or other to attend the meeting to vote, right to vote for appointment and demotion director and to specify the remuneration for director, right to vote to appoint Auditor and to specify fee for auditor, right to receive dividend, right to comment and to query during shareholder meeting, right to sufficiently receive updated information of business.

1.2. Right to receive main information besides the fundamental right, Company also emphasizes the disclosure of correct, complete, in-time and transparency information to shareholders. The disclosure of information both in Thai and English on Company’s website: www.skytower.co.th and also through website of the Stock Exchange of Thailand: www.set.or.th for shareholder to receive information thoroughly

1.3. Right to attend the Shareholder Meeting The Board of Directors has arranged the shareholder meeting by considering the rights and equality of attendance of every shareholder.

Prior to the date of Shareholder Meeting

  • Company will inform agenda of the Annual General Meeting of Shareholder Meeting more than 14 days in advance. on Company’s website and through the system of the Stock Exchange of Thailand, in order for shareholder to know and to assign the time to attend the meeting, also to publish the invitation and all supporting information for meeting that have the same information which Company submitted to Shareholder on Company’s website www.skytower.co.th on Investment Relation section, data to propose in order for shareholder to have sufficient time to study and to understand information prior to the meeting. Also Company sent the meeting notice to shareholder not less than 14 days prior to the meeting date, and also published the notice for Shareholder Meeting on newspaper not less than three consecutive days prior to the date of the meeting.
  • For details document sent to shareholder consisted of Notice of Invitation of Meeting, supporting document for The Annual General Meeting of Shareholder which had sufficient details. Each agenda will have background, objective and reason, including comment from Board of Directors, together with details of agenda such Annual Report, Curriculum Vitae of person who has been proposed to be Board of Directors, definition of Independent Director, information of Independent Director which Company proposed as grantee from shareholder, Company’s regulation regarding The Annual General Meeting of Shareholder, evidence which shareholder shall bring to present during participating in the meeting, map of meeting place, Form to receive hard copy of Annual Report, power of attorney type A which is easily and not complex and type B which shareholder specifies voting direction or download form of power or attorney type C or either through Company’s website: www.skytower.co.th
  • The shareholders are given an opportunity to submit questions related to the agenda by sending in writing to the e-mail address of the Company Secretary and Corporate Governance Officer in advance

Importance agendas in Annual General Meeting of Shareholders

  • Appointment of Directors: The Company gives chance shareholders used their right to elect director individually by providing the profile of directors whom proposed to be directors together with mentioned position in other companies as clearly stated if a company engaged in business which has the same condition, competition with company business and number of participating in Board of Directors meeting by passing the consideration from Board of Nominating Committee.
  • Remuneration: The details of remuneration for Directors are given to be proposed which accordance to policies and conditions of remuneration for Directors. By this, the company proposed amount of compensation offered to get the approval from Annual General Meeting of Shareholders and this also disclosed in Annual Report and Form 56-1.
  • Appointment of Auditors and Audits Fee: The details of name of auditors, accounting office, independence, relationship with the company, number of years served, reason for changing auditors (if any) and comparative between current and passed audits fee. In addition, mentioned passed the resolution from Audit Committee which includes other services from accounting office (auditor under)
  • Dividend Payment: The details of allocation of profit, Dividend Payment, policies of company
  • Dividend Payment and comparative information between current and passed Dividend Payment are given together with specify the date of closing registration book in order for right to receive Dividend Payment.

After the Annual General Meeting of Shareholder Day

  • Disclose the resolution of Shareholder Meeting with the number of votes and proportion for each agenda item both in Thai and in English though the news system of the Stock Exchange of Thailand within the date of complete the meeting or the following day.
  • Company Secretary recorded information and provided Minutes of Meeting of the Annual General Meeting of Shareholder correctly and completely with List of names and position of Board of Directors who were present at the shareholder meeting / not present at the shareholder meeting with reason, summary of inquiries, opinions, and recommendations of the shareholders as essential details of each agenda in the Minutes of Meeting, the votes of the shareholders which were clearly segregated as “Approval”, “Disapproval”, “Abstention”, and invalid ballot in terms of number of votes and proportion for each agenda item, Minutes of mentioned meeting was signed by Chairman of the meeting and submitted to The Stock Exchange of Thailand (mai) and related authorities within 14 days since the date of the Annual General Meeting of Shareholder and published through Company’s website.

2. Equitable treatment of shareholders

Board of Directors realizes and emphasizes to the right of each shareholder, promotes and facilitates to shareholders for exercising rights both fundamental rights and right to receive and not to violate or to deprive shareholder’s right. One share shall have on vote. There is no share to have special right. The major practice regarding shareholder’s rights are as follows:

Shareholder Meeting

  • For all shareholders to participate in the consideration and vote in various companies of the company according to the meeting agenda. If shareholders are unable to attend the meeting by themselves The company provides an opportunity for shareholders to appoint a proxy to any person. Or authorize an independent director or audit committee of the company attended the meeting instead for agents to preserve their rights on their behalf For details document sent to shareholder about the 3 independent directors by informing the name, address, age and interest in the agenda of the independent director in the notice of the meeting Including specifying evidence documents And advice on procedures for granting proxy to shareholders .For shareholders to be able to prepare correctly and without any problems in attending the meeting of proxies. This is for the shareholders to use the said information. The company has chosen to use power of attorney type A which is easily and not complex and type B which shareholder specifies voting Which can choose any type of proxy Which has been attached together with the notice of the meeting To encourage shareholders to use a proxy form that can specify the direction of voting In addition, shareholders can also download the power of attorney And comply with the announcement of the Ministry of Commerce on the company .There are 3 types, which are Type A, Type B, and Type C (Type C is used only if the shareholder is a foreign investor and appointed a custodian in Thailand to be the custodian of the shares).
  • Determination of voting rights at the meeting the number of shares held is equal to the number of shares held, with one share equal to one vote.

Supervision of the Use of Internal Data

  • The company has measures to control the use of internal data in order to prevent the internal data misuse. There are the regulations regarding the use of internal data written in the company’s business code of conduct for directors, executives and employees to perform their duties with honesty, responsibility, discipline and good conscience for the public and for themselves. They shall not use the positions to improperly seek benefits for themselves and/or for others. They shall protect the interests and assets of the company. They shall not use the company’s data and assets for the benefits of themselves and/or others and not act to support others to do business to compete with the company and its subsidiaries. In addition, the company has set the punishment for violation of using the company’s internal for personal benefits in the company’s regulations. The punishment starts from giving a verbal warning to termination of employment.
  • In the previous years, the directors, executives and employees of the company have strictly complied with the regulations. The misuse of the company’s internal data is not observed.

Determination on Trading Company’s Securities

The company’s business code of conduct indicates that the directors, executives and employees of the company shall avoid using internal data for their own benefits when trading the company stocks or providing such data to others for trading the company shares. They shall refrain from trading the company shares at the time before the financial statements are published or before the company’s status or the important data is disclosed.

Conflicts of Interest

The company has a policy to conduct business with honesty, reasonableness and independence. Everyone in the organization shall make a decision to take any action for the company’s benefits. They shall not take an opportunity as being a director, an executive, an employee of the company and/or use the company’ data and assets to seek personal benefits or give benefits to their families, friends or acquainted persons. The practical guidelines for directors, executives and employees to eliminate conflicts of interest that may occur are as follows.

  1. Avoid making any transactions related to themselves which may cause conflicts of interest
  2. In the event that such transaction is necessary as it is a benefit of the company, the transaction shall be made as if it were a third-party transaction. The directors or employees who have a stake in that transaction must not be involved in an approval.
  3. In the event that a connected transaction occurs, it must be carried out in accordance with the company’s regulations and the regulations of the Stock Exchange of Thailand. The data related to such matter shall be sufficiently and completely disclosed.
  4. An opportunity or the data obtained from being a director or being an employee must not be used for personal benefit and for conducting business to compete with the company or for doing related business.
  5. The internal data must not be used for personal benefit for trading the company shares or must not be given to others for trading the company shares.

3. The Role of Stakeholders

Company gives importance to the care and equal treatment of various groups of stakeholders. Inside and outside the company By conducting business with responsibility and fairness to all stakeholders dedicated to the development of the company’s business progress Lasting Protect the interests and take care of company assets And will not take any action That will deprive rights or adversely affect stakeholders Therefore ensuring that all groups of stakeholders will be treated fairly with all parties, with the company having business ethics The Board of Directors is aware of the importance of promoting ethical values. In order to be a corporate culture Therefore have prepared a written business code of conduct for the directors, executives and employees to understand and realize the ethical standards that the company Used in business operations And want everyone in the organization to use as a framework for strict conduct To promote behavior that demonstrates responsibility for work Shareholders, colleagues Stakeholders and society, including avoiding any behavior That may be at risk of ethics And may cause a violation of the law Which is defined as follows;

Shareholder

Company realizes that shareholder is the business owner and company has a duty to create added value for shareholders in the long term Therefore, the directors, executives and employees must comply as follows;

  1. Perform duties with honesty. As well as decide to take any action with prudence and fairness to large and minor shareholders for the best benefit of the shareholders as a whole
  2. Present the report on the status of the company, the operating results financial status, accounting, and other reports on a regular and complete basis.
  3. Inform all shareholders equally about the future trends of the organization, both positive and negative. Which is based on the possibility with sufficient information and justification
  4. Prohibiting to seek benefits for oneself and others by using any information of the company which has not been made public or take any action in a manner that may cause conflicts of interest with the organization

All shareholders of the company are invited to attend the Annual General Meeting of Shareholders for the year 2020 And have the right to vote in important agenda by receiving a variety of important information such as books, documents, and electronic data.

Employee

Company has policy to treat employee with fairness due to Company realizes that employees are the major resources and extreme value for Company, and also the major factors to promote good image of Company to customers, partners, shareholders, and other related. Company has policy to promote strong organization culture by adding value of the work, including adding knowledge and continual capabilities development of employee in order to comply with the mentioned policy, Company strictly holds code of conduct to employees as follows:

  1. Conduct to employee with gentleness and respect the individual and prestige of human being.
  2. Fair remuneration to employees
  3. Provide safety working environment for employee’s life and asset regularly.
  4. Promotion and transfer, including reward and punishment to employee with honest and based on knowledge, capabilities and appropriateness of each employee.
  5. Emphasizes to knowledge development, employee’s capabilities by offering opportunities thoroughly and regularly.
  6. Listen to comment and suggestion based on the professional knowledge of employees.
  7. Perform in compliance with rule, regulation and legal requirement related to employees seriously.
  8. Avoid any actions in which might be unfair and impact to stability of duties of employees or threaten and create pressure to employee’s mind.
  9. Provide employee to complain in case of receiving unfair treatment in accordance with system and specified process.

Also, Company has provided several welfares for employees in order to promote the good quality and good living as follows:

  • Provided provident fund for saving in the future, members have to contribute with the rate of 3-15% of salary and will receive contribution by Company with the rate of 3%.
  • Provided annual medical examination
  • Provided Uniform
  • Provided employee transportation
  • Provided hygiene canteen and welfare canteen in economy price.
  • Cash contribution in case of father, mother, employee dies
  • Sent employees for training outside with related authorities in order to develop and increase knowledge, capabilities, and working skill for employee continually.
  • Provided medical room with professional nurse, medicine and medical supplies.

Company and its subsidiary emphasize on the Occupational Safety, Health and Environment for working by setting up safety policy clearly, also appoint Occupational Safety, Health and Environment Committee (SHE Committee) in order to handle occupational safety, health and environment for employees by providing safety audit in working place regularly, providing security officer 24 hours, installation of alert system, fire extinguisher, CCTV, providing Personal Protective Equipment (PPE) such as safety shoes, mask to protect from heat and chemical, etc. Moreover, Company also conducts emergency drill, firefighting and fire evacuation and first aid to employees every year.

Communication channels for employees :  In the company’s regulations, there is a section on complaining which provides an opportunity for employees who have suffered from damage, unfair treatment or affected by the matters related to work to have the right to make a complaint in a written form to a supervisor or to the Human Resources Department to investigate and consider such complaint. The complaining procedures are as follows.

Human Right :  Company promotes and respects Human Right and will conduct the business in accordance with principle and intention of Universal Declaration of Human Rights under the Company’s authorities and will not conduct anything against Human Right.

Customer

Company realizes the importance of satisfaction to the achievement of Company business, aims to seek for methods to response to customer requirements for effectiveness and efficiency all the times, and then set up policy and procedure as follows:

  1. Delivery product and service with quality as requirement or higher than customer’s expectation with the fair price.
  2. Provide correct, sufficient, and update information to customer in order to know about product and services by not exaggerate which might cause customer to misunderstand for quality, quantity or any conditions of those products or services.
  3. Provide correct, sufficient, and update information to customer in order to know about product and services by not exaggerate which might cause customer to misunderstand for quality, quantity or any conditions of those products or services.
  4. Contact customer with gentleness, effectiveness and to be trust by customer.
  5. Provide complaint system and process for customer to complain for quality, quantity, safety of products and services, including rapidity to response or delivery, and the most immediate action in order for customer to quickly receive response.
  6. Keep customers secret and not utilize for personal interest or related interest improperly.
  7. Recommend instruction for products and services of Company effectively and for maximization benefit to customer.

Partners and / or Debtors

Company has policy to treat partners and/or debtors equally and fair by considering the maximization benefit of organization and based on the fair return for both parties, avoiding any situation of creating conflict of interest, including to perform in accordance with the obligation of contract, providing actual information, correct reporting, negotiation to resolve and to find solution based be on the business relationships by having the following practices.

  1. Not utilize the opportunities when executives or employees who is responsible for procurement or providing services for personal interest.
  2. Not call or receive or pay any benefit with un-honest to partners absolutely.
  3. Perform according to condition and obligation of contract between partners strictly, not force to purchase-sell production or unfairly unfair pay the fee to partners.

Trade Competition

Company has policy to support and promote trade competition with freedom and fairness. Company does not have any policy of trade competition with other means to receive illegal information of competitor and against ethics by having the following practices

  1. Behave under the framework of good competition.
  2. Not seeking confident information of trade competitor with un-honest methods or inappropriate.
  3. Not destroy the reputation of trade competitors by trade competitor by using misdemeanor

Society and Environment

Company determines to develop, modify and produce product with quality in compliance with friendly environmental standard by focusing on the selection quality raw material and appropriate with the production standard and also realizes for safety or employees, customers, partners, environment and community which impacted by organization.Company performs in accordance with legal requirement and other regulations according to the international practices. Moreover, Company determines to create attitude and culture of organization in order for employees to be responsible for society union.

Channel of participation by stakeholders

Interest parties related to the Company’s business both inside and outside, especially personnel, parties, organization in case of stakeholders has complaints, suggestion or any issues regarding financial statement, weakness internal control system or illegal action and misconduct, shall communicate through

Miss. Onchulee Lawsmithikul (Corporate Secretary)
Phone: (02) 5439020
Fax:(02) 543-9029
Email : onchulee.l@skytower.co.th

and result will be reported to Board of Directors, therefore the whistle blower and complaints will be treated confidential.

4. Information Disclosure and Transparency

Board of Directors realizes the importance of disclosure information with correctness, completeness, quality and reliability, to disclose equally, transparency and fair both for financial information and non-financial information, as well as other main information and affects to the stock price of Company, which can affect to the decision of investor and stakeholder of Company. Company disseminates information both in Thai and in English through the Stock Exchange of Thailand and through Company’s website: www.skytower.co.th for Annual Information (Form 6-1) and Annual Report. To disclose information for all stakeholders for confidence as follows:

Importance information as for financial and non-financial

The company has disclosed importance information including financial and non-financial information under the condition of The Stock Exchange of Thailand and The Securities and Exchange Commission correctly, completely transparency and on time which passed through examination procedure in both Thai and English to The Stock Exchange of Thailand and company website (www.skytower.co.th). By this, Financial Statement (Annually and Quarterly) has passed examination procedure and informed to The Stock Exchange of Thailand and The Securities and Exchange Commission. In addition, disclose information to shareholders and investors beforehand. As other importance information on principles of good governance has been set in Annual Report, Form56-1 and company website by updating information including all documents can be downloaded.

Report on responsibilities of Board of Directors on Financial Report

Board of Directors has realized on importance of financial report preparation correctly, in accordance with accounting standard which disclose such information that has been audited by independent auditors and approved by Audit Committees and Board of Directors prior to dissemination to shareholder. In order the ensure, Boards has prepared a report of Board of Directors for financial report was signed by Chairman and Executive Chairman which disclosed in Annual Report and Form 56-1 together with report from Independent Certified Public Accountants. By this, such report is meet accounting standard report and investors could find this information for their decision.

Board of Directors and Executives remuneration

The Directors remuneration approval from the Shareholders Meeting. By this, the company has disclosed policy of paying remuneration to Directors and Executives of company and including format in Annual Report and Form 56-1

Related Transaction and/or Asset Acquisition

Board of Directors has clear practice guidelines in order to discarded on beneficial and for highest returns to company and shareholders. Transactions which conflict of interest then company will clarify and disclosed in meeting resolution in accordance with rules from Capital Market by stakeholders may leave the room and no right to vote in that agenda for independently in consideration.

Investor Relation:

Miss. Onchulee Lawsmithikul (Corporate Secretary)
Phone: (02) 5439020
Fax:(02) 543-9029
Email : onchulee.l@skytower.co.th

5. Responsibilities of the Board of Directors

Board of Directors consists of personnel who have knowledge, capabilities, skill and experience in several fields, having important roles to specify the policy, monitor management team, governance, inspect and assess Company’s performance in compliance with specified plan and target. Company divides roles and responsibilities of each committee in order to follow up and monitor the business operation of Company.

Check and Balance of the Board of Directors

On 31 December 2020, the Board of Directors consisted of 8members including 3 independent board members or 37.50percent of the entire Board of Directors. It is a standard proportion which is 1 out of 3 of the Board of Directors and is in accordance with the regulations of the Securities and Exchange Commission and the Stock Exchange of Thailand. There is the check and balance of non-management board members as follows:

Chairman of the Board of Directors is Mr. Wutichai Leenabanchong is a person who is not is not the same person as the Chief Executive Officer, which is in accordance with the regulation set by the Stock Exchange of Thailand

Approval Authority of the Board of Directors

According to the Board of Directors’ Meeting No. 4/2019 on July 9, 2019, the regulations, approval authority and operations of the Board of Directors, the Executive Board and the Chief Executive Officers were approved. The approval authority of matters related to business management, personnel management, investment, finance and property was defined. The responsibilities of each committee were set as the practical guidelines.

Numbers of Companies Appointed by Directors

The company does not limit numbers of companies in which each director holds a position since the Board of Directors will appoint a person to be the company’s board member by considering knowledge, ability and sufficient time to perform duties for the company. In addition, the company discloses details of each board member’s position in other companies.

Meeting and Communicate between Executives and Chief Executives, highest commanders of every department of company and subsidiaries

Company has held the meeting between Executives Board and Chief Executives and highest commanders of every department of company and subsidiaries every month in accordance of the target of business operation and business strategy. By this, communication is a way to cooperate with every employee for understanding and act in the same direction together with responsible for their duties in order to achieve their goals.

Succession Plan

Company also realizes the importance of personnel preparation who will be assigned in order to replace the high level Executive Director and the highest superior of each department when retirement. Company has set up the development of the second level of Executive Director who has potential, vision, knowledge and capabilities in order to be continually promoted to be consecutive higher Executive Director. The Development will be conduct both theory and on the job training in the real situation.

Therefore, Board of Directors, and Executive Director to monitor and evaluate that person’s performance that to be further promoted to be executive continually.

Performance Evaluation of the Audit Committee

To improve performance efficiency, the Audit Committee evaluates the performance via a group self-assessment in order to be used as a framework for inspecting the Audit Committee’s performance. This is to inspect whether it is carried out in accordance with the approved corporate governance policies and/or the best practices. It aims to improve the Audit Committee’s performance to be consistent with the set policy and to review the problems and obstacles that have occurred in the past years. The performance is evaluated and compared with the best practices in 3 aspects as follows.

1. Structure and qualifications of the Audit Committee
2. Meeting of the Audit Committee
3. Roles, duties and responsibilities of the Audit Committee

The evaluation results in overall score average for all topics and the average score of each item are at “Very Good” level (the score is over 80%). This shows that the Audit Committee has performed their duties as stipulated in the Charter of the independent Audit Committee.

Nomination and Discharge of Director and High Executive Level

Nomination and Remuneration Committee Consider on recruitment and nomination of proper qualified candidate to hold the Company’s director position in various subcommittees which have been appointed from the Board of Directors for replacement in case that the term is due, resign or other cases and propose to the Meeting, shareholders or the Board of Directors for consideration on approval and appointment as the case may be according to Articles of Association.

Nomination Procedure

  • Through the Annual General Meeting of Shareholder
    • As per Company’s regulation, article 4 Director of item 23 stipulates that the Annual General Meeting of Shareholder to appoint director in compliance with procedure and criteria as follows:
      1. A shareholder is equal to one share one vote.
      2. Each shareholder will use his vote as mentioned in item 1 to appoint one candidate or many candidates to be directors but
        could not divide this vote more or less to either.
      3. Candidate gaining the highest votes in sequence will be appointed as director and the number of appointed director
        subject to required number of director vacancy or selection. In case of a tie of votes and qualified candidates are
        exceeding the required number, the Chairman of the meeting shall have an additional casting vote.
  • Through the Board of Directors’ Meeting
    • As per Company’s regulation, article 4, Director of item 27 stipulated that in case of the position of director is vacant due to other reason except by the expiration, Director shall appoint any person who has qualification in accordance with legal requirement to be director for the next board of directors’ meeting, except that the term of that director is less than two months. That person who is appointed to be director, will reside in the position for the term left.The resolution of director consists of voting not less than three-fourth of the number of remaining directors.
  • Nomination Procedure
    • Through the Annual General Meeting of Shareholder
      • As per Company’s regulation, article 4 Director of item 23stipulates that the Annual General Meeting of Shareholder to appoint director in compliance with procedure and criteria as follows:
        1. A shareholder is equal to one share one vote.
        2. Each shareholder will use his vote as mentioned in item 1 to appoint one candidate or many candidates to be directors but
          could not divide this vote more or less to either.
        3. Candidate gaining the highest votes in sequence will be appointed as director and the number of appointed director
          subject to required number of director vacancy or selection. In case of a tie of votes and qualified candidates are
          exceeding the required number, the Chairman of the meeting shall have an additional casting vote.
    • Through the Board of Directors’ Meeting
      • As per Company’s regulation, article 4, Director of item 27 stipulated that in case of the position of director is vacant due to other reason except by the expiration, Director shall appoint any person who has qualification in accordance with legal requirement to be director for the next board of directors’ meeting, except that the term of that director is less than two months. That person who is appointed to be director, will reside in the position for the term left.The resolution of director consists of voting not less than three-fourth of the number of remaining directors.
  • Procedure to Discharge
    • Retire when its due service term
      • As per Company’s regulation, article 4 Director of item 24 stipulated that at the Annual General Meeting of Shareholders, one-third of directors shall retire by rotation. In case the number to be divided cannot be made, the retiring number should be the number nearest to one-third.For the retiring director in the first and second years after the Company’s registration, drawing-lots method shall be applied to decide who will retire by rotation whereas for the next year, directors holding the longest service term shall retire and those retiring are eligible to be re-elected for another term.
    • Resign out of service term
      • As per Company’s regulation, article 4 Director of item 25, moreover stipulated that for directors to retire as per due service term in item 24, director will be discharged when
        1. Dead
        2. Resign by written notice to Company or Board of Directors
        3. Miss some of qualification or illegal prohibit according to law.
        4. The Annual General Meeting of Shareholders has resolution to retire with the vote not less thanthree-fourth of number of
          shareholders who attends the meeting and has right to vote and collecting vote not less than half of total shares holding
          by shareholders who attends the meeting and have right to vote in the meeting.
        5. A court sentences to resign

Internal Control System and Internal Audit

The Board of Directors realizes the importance and provides internal control System for operation in term of Financial follows the policies and rules by appointed Internal Audit to be responsible for checking the operation system of internal control as planned to report Audit Committee and Board of Directors. Moreover, they are independently to perform their duties. There are 5 sections of Internal Control System Organization and Environmental, Risk Management, control practice of management, Information and Communication and monitoring system every year at least 1 The Board of Directors and Audit Committee comments there are appropriate and enough internal control in accordance with Report from Audit Committee within annual report and Form 56-1.

Supervision of the Use of Internal Data

Company has policy and method to monitor Executive Director for using inside information of Company for personal interest or other interest as follows:

  • Company has policy for Director to be trained course for director in order to know for obligation, roles and duties of Director of listed Company which arranged by Institute of Thai Directors Association (IOD), including providing knowledge for Executive Director in various departments regard duties of Executive Director to report the Company’s stock holding and penalty in compliance with The Securities and Exchange Act B.E. 2535 – and according to regulation of the Stock Exchange of Thailand mai.
  • Company informs Director, Executive Directors, and Auditor of Company know and understand for duties and responsibility of reporting the stock holding and any adjustment of stock holding in own Company, spouse, and son/daughter underage to the Office of the Securities and Exchange Commission according to article 59 of The Securities and Exchange Act B.E. 2535and penalty according to article 275of The Securities and Exchange Act B.E. 2535
  • Avoid using internal data for their own benefits when trading the company stocks or providing such data to others for trading the company shares. Refrain from trading the company shares at the time before the financial statements are published or before the company’s status or the important data is disclosed.
  • Never use an opportunity or the data obtained from being a director or being an employee to seek personal benefit and to conduct business to compete with the company or to do related business.

Implementation of Good Corporate Governance for Listed Companies 2017

At the Board of Directors Meeting No.1/2021 on February 25, 2021, there was an agenda to review the compliance with the good corporate governance principle in which the Board of Directors considered and reviewed the implementation of the CG Code in practice, to be adapted in the year 2021. The Company will operate in 2 items as follows:

  1. Responsibilities of the Board of Directors Section: The Company will arrange for a full assessment of the Board of Directors’ performance and individual.
  2. Disclosure and Transparency Section: The Company will disclose the latest and historical financial statements of the Company for at least 1 year on the Company’s website.