Principles of good corporate governance(Corporate Governance Code : “CG Code”)

The Board of Directors at the meeting on 24 May 2019 considered that To create sustainable value for the company Which will make the company able to compete

Principle 1

Establish Clear Leadership Role and Responsibilities of the Board

Principle 1.1

The committee recognizes the responsibility role as a leader. Which must supervise the organization to have good management which covers
Defining objectives and goals
Strategy formulation Operational policy Including allocating important resources to achieve objectives and goals
Supervising the company to have an effective process and mechanism for control, supervision and inspection
Monitoring, evaluation, and overseeing performance reporting

Principle 1.2

In creating sustainable value for the business The Committee will oversee the organization to lead to a governance outcome, at least as follows:
 In creating sustainable value for the business The Committee will oversee the organization to lead to a governance outcome, at least as follows:…(competitiveness and performance with long-term perspective)
 Able to compete and have good operating results taking into account long-term effects…(ethical and responsible business)
Can adapt under change factors…(good corporate citizenship)
Run an ethical business Respect the rights and responsibilities to shareholders and stakeholders…. (corporate resilience)

Benefit the society and develop or reduce negative impacts on the environment

Guidelines for compliance with the
In determining the success of the business operation Ethics Committee The impact on society and the environment is significant. Aside from financial results…
The committee plays an important role in creating and driving an ethical corporate culture. The Board of Directors will behave as a role model as a leader in corporate governance….
The board has established policies for directors. Executives and staff Which represents the principles and guidelines for operating in writing, such as business ethics etc….

Principle 1.3

The Board of Directors is responsible for ensuring that all directors and executives perform their duties with duty of care, loyalty to the organization (duty of loyalty) and to ensure that the operations are in accordance with the law. Articles of Association and shareholders’ resolution

Guidelines for compliance with the Code of Conduct

In considering that Directors and executives perform their duties with responsibility. Careful and honest to the organization or not? Must at least consider according to relevant laws such as the Securities and Exchange Act 1992
The board will ensure that the company has sufficient systems or mechanisms to ensure that The operations of the company are in accordance with the laws, regulations, resolutions of the shareholders’ meeting, as well as the specified policies or guidelines, including important process approval processes, such as approval of transactions that include compensation. Transaction with connected persons Acquisition / disposition of assets Dividend payment etc. According to the law

Principle 1.4

The Board understands the scope of duties and responsibilities of the Board. Including clearly specifying the scope of duties and responsibilities for the President and the management As well as to monitor and ensure that the President and Management perform their assigned duties.

Guidelines for compliance with the Code of Conduct

The Board will create a board charter that specifies the duties and responsibilities of the Board. For reference in the performance of duties of all directors The charter is reviewed regularly at least once a year. Including reviewing the division of duties of the board of directors President and management regularly To be in accordance with the direction of the organization
The committee understands the scope of their duties. And delegate the authority to manage the business Which is important, including the authority to approve various transactions To the management in writing However, the said assignment does not relieve the Board of Directors’ responsibilities. The board will also monitor and supervise the management to perform their duties as assigned. The scope of duties of the board of directors President and Management May consider to be divided into the following
     (1) Matters that should be overseen It is the matter that the committee is the main person responsible for. To have appropriate actions consisting of
          A. Objective setting Main goal of doing business
          B. Creating an organizational culture that adheres to ethics and conduct as a role model.
          C. Supervising the structure and practice of the committee Appropriate for achieving the main objectives and objectives of the business operation with efficiency.
          D. Recruitment, development, remuneration and evaluation of the President
The determination of the compensation structure that is an incentive for personnel to work In accordance with the objectives Main goals of the organization
     (2) Matters carried out in conjunction with management refers to matters that the board of directors The President and management jointly considered. The management proposes to the board for approval and report to the board periodically. As appropriate, consisting of
          A. Defining and reviewing strategies, goals, annual plans
          B. overseeing the appropriateness of the risk management system and internal control And reporting important information about the company’s performance Company risk level Including promoting a culture of risk management and controlling risks to an acceptable risk level
          C. Determining the authority to be appropriate to the responsibility of the management. Defining an appropriate command line structure Including clearly defining duties and responsibilities of each department under that command
          D. Resource allocation framework Development and budget This includes policies and management and personnel development. And information technology development plans
          E. Monitoring and Evaluation of Performance Every Year By comparing with the goals set by the Board of Directors
          F. Ensure that the disclosure of financial and non-financial information is reliable.
     (3) Matters that the board of directors should not undertake Is a matter that the committee will oversee at the policy level By assigning the managing director and management Is the main person responsible for the operation, consisting of
          A. Management (execution) shall be in accordance with the strategy, policy, plan approved by the Board. The board will let the management be responsible for the decision to proceed in accordance with the policy framework. The committee will monitor the results without interfering with the decision. Unless necessary
          B. Matters prohibited by the approval, for example, approving transactions in which directors have interests

Principle 2

Define Objectives that Promote Sustainable Value Creation

Principle 2.1

The committee will ensure that the objectives and objectives of the business are sustainable. It is a purpose and goal that is consistent with creating value for the business. Customers, stakeholders and society as a whole

Guidelines for compliance with the Code of Conduct

2.1.1 The Board of Directors is responsible for ensuring that the business has clear objectives and objectives that can be used as the main business model and communicate for everyone in the organization to move in the same direction. With the vision and mission already determined
2.1.2 In achieving primary objectives or goals The board establishes a business model that can create value for the entire business. Stakeholders and society as a whole, taking into account
     (1) Environment and changes in various factors, including the use of innovation and technology appropriately
     (2) The needs of customers and interested parties
     (3) The readiness, expertise, and competitiveness of the business
2.1.3 Some corporate values can reflect the characteristics of good corporate governance. Responsibility for the outcome (accountability) integrity and transparency (transparency)
2.1.4 The committee promotes communication and strengthens the organization’s main objectives and goals. To reflect in the decisions and operations of personnel at all levels to become an organizational culture

Principle 2.2

The board will ensure that Objectives and goals As well as strategies in the medium and / or annual periods of the business Consistent with the achievement of the objectives and main objectives of the business By using innovations and technologies that are used appropriately and safely

Guidelines for compliance with the Code of Conduct

2.2.1 The board will oversee the formulation of annual strategies and plans. In line with the vision and mission of the company, taking into account the environmental factors of the business as well as acceptable opportunities and risks. And support the establishment or review of objectives Goals and strategies for the medium term for 3 years too
2.2.2 In determining annual strategies and plans The committee will oversee the analysis of the environment. Various factors and risks that may affect relevant stakeholders throughout the value chain, including various factors That may affect the achievement of the main objectives of the business. With mechanisms to understand the needs of stakeholders With this, creating value together with stakeholders
2.2.3 In strategy formulation The committee will oversee the promotion of innovation. And apply innovation and technology to create competitiveness and meet the needs of stakeholders. While still being based on social and environmental responsibility
2.2.4 The goals set must be suitable for the business environment and potential of the business. Which the committee will set targets both monetary and non-monetary In addition, be aware of the risk of setting goals. That may lead to illegal behavior or unethical conduct
2.2.5 The committee will oversee the transfer of objectives and goals. Through strategies and plans throughout the organization
2.2.6 The Board will oversee the allocation of resources and appropriate operational controls. Including following up on the implementation of the annual strategies and plans By having a responsible person to oversee and monitor the operational results

Principle 3

Strengthen Board Effectiveness

Principle 3.1

The board is responsible for establishing and reviewing the board structure. Both in terms of size, composition and proportion of executive directors And independent directors that are suitable and necessary to lead the organization to the specified objectives and key objectives. By balancing the power and ability of the directors to work together appropriately And according to the law on insurance Public company law Regulations of the Office of the Securities and Exchange Commission And regulations of the Stock Exchange of Thailand

Guidelines for compliance with the Code of Conduct

3.1.1 The board will ensure that the composition of the board consists of directors with diverse qualifications. In terms of skills, experience, ability and specific characteristics As well as gender and age Needed to achieve the objectives and main goals of the organization By creating a composition matrix of the skills matrix to ensure that the board has the appropriate qualifications. And must have at least 1 non-executive director with experience in the business in which the company operates And at least 1 director with knowledge in information technology
3.1.2 The board will determine the number of directors to be able to perform their duties efficiently. Taking into account the characteristics The size of the complexity of the company, not less than 5 people and should not exceed 12 people.
3.1.3 The board of directors will have a proportion between executive directors and non-executive directors. Which reflects the balanced power appropriately
     A. Executive directors not more than one-third of all directors In which non-executive directors can freely give opinions about the work of the management
     B. At least one-third of the total number of independent directors But must not be less than three people and qualified according to the law on insurance. Regulations of the Office of the Securities and Exchange Commission As well as the Stock Exchange of Thailand In this regard, the independent directors will be supervised to work effectively with all committees and can express opinions.
3.1.4 The board will disclose the policy on determining various components of the board and the directors’ information such as age, gender, educational background, experience, shareholding ratio. The number of years in the position of directors and other directors in other listed companies In the annual report and on the company website

Principle 3.2

The board will select the appropriate person to be the chairman of the board. And ensure that The composition and operation of the committee facilitates the exercise of discretion in independent decisions.

Guidelines for compliance with the Code of Conduct

3.2.1 The Chairman is an independent director.
3.2.2 The Chairman and the President have different responsibilities. Board set The authority and duties of the Chairman and the President are clearly specified. And to prevent any one from having unlimited power By separating the person holding the position of chairman from the position of managing director
3.2.2 The Chairman and the President have different responsibilities. The Board has clearly specified the powers and duties of the Chairman and the President. And to prevent any one from having unlimited power By separating the person holding the position of chairman from the position of managing director
3.2.3 The chairman has a leading role of the board. The duties of the chairman, at least, cover the following matters:
     (1) Supervision, monitoring and ensuring that The performance of the board of directors is efficient and achieves the objectives and main objectives of the organization.
     (2) Ensuring that All directors are involved in promoting the organization culture. With ethics and good corporate governance
     (3) Setting the meeting agenda for the board meeting in consultation with the President And have measures to ensure that important matters are included in the agenda
     (4) Allocate sufficient time for the management to propose the matter and enough for the directors to carefully discuss the important issues. Encouraging the directors to use discretion carefully Freely give an opinion
     (5) Enhancing good relations between executive directors and non-executive directors And between the board and management
3.2.4 So that important matters are carefully considered in detail The Board of Directors will consider the appointment of sub-committees. To consider specific issues Screen and present the guidelines for consideration before proposing to the board for approval.
3.2.5 The board will oversee the disclosure of roles and responsibilities of the committee and sub-committee. Number of meetings The number of times each director attended the meeting in the past year This includes the performance report of every sub-committee.

Principle 3.3

The board will oversee that the recruitment and selection of directors have a transparent and clear process. In order to get a board that has qualifications in accordance with the specified components.

Guidelines for compliance with the Code of Conduct

3.3.1 The board of directors established the Nomination and Remuneration Committee. In which most members and the chairman are independent directors
3.3.2 The Nomination and Remuneration Committee held a meeting To consider the criteria and methods for recruiting people In order to get qualified directors to enable the board to have the appropriate knowledge and expertise. Including the biography of the said person and proposing an opinion to the board of directors. Before proposing to the shareholders’ meeting to appoint directors In addition, shareholders will receive sufficient information about the nominated persons for decision making.
3.3.3 The Nomination and Compensation Committee reviews the criteria and procedures for nominating directors. To suggest to the board of directors prior to the selection of the directors whose term is expired In the event that the Nomination and Remuneration Committee nominates the same directors Will consider the performance of the said committee consisting of
3.3.4 In the event that the Board of Directors has appointed any person to be a consultant of the Nomination, Nomination and Remuneration Committee The advisor’s information will be disclosed in the annual report. Including independence or no conflict of interest.

Principle 3.4

In proposing remuneration for the board of shareholders for approval The Board of Directors will consider the structure and compensation rate to be appropriate with the responsibility. Persuade the board to lead the organization to carry out both short-term and long-term goals

Guidelines for compliance with the Code of Conduct

3.4.1 The board of directors established the Nomination and Remuneration Committee. In which most members and the chairman are independent directors In order to consider the policy and criteria for determining remuneration
3.4.2 Directors’ remuneration is in line with the company’s long-term strategy and goals, experience, duties, scope of roles and responsibilities. (accountability and responsibility) including the expected benefits of each director.
3.4.3 The shareholders approved the structure and remuneration of directors The Board of Directors is responsible for considering the remuneration to be appropriate for both meeting allowance and bonus. By connecting with the value that the company creates for shareholders But will not be too high Until causing focus on short-term results
3.4.4 The board disclosed the policy and criteria for determining remuneration for directors. Which reflects the duties and responsibilities of each person Including the form and amount of compensation as well

Principle 3.5

The Board of Directors supervises that all directors are responsible for performing duties and allocating sufficient time.

Guidelines for compliance with the Code of Conduct

3.5.1 The board ensures that There is a mechanism to encourage directors to understand their roles and responsibilities.
3.5.2 The board establishes the criteria for holding positions in other companies of directors. To ensure that directors are able to devote sufficient time to perform duties in the company By specifying that the total number of listed companies that each director will hold in a position should not exceed 5 listed companies
3.5.3 The Board has established a system for reporting other positions of directors. 3.5.4 In the event that a director is a director or executive Or having direct or indirect interests in other conflicting businesses The board will ensure that The company has adequate safeguards and will notify shareholders as appropriate.
3.5.4 In the event that a director is a director or executive Or having direct or indirect interests in other conflicting businesses The board will ensure that The company has adequate safeguards and will notify shareholders as appropriate.
3.5.5 Each director should attend at least 75% of the total board meetings held during the year.

Principle 3.6

The Board of Directors supervises that all directors are responsible for performing duties and allocating sufficient time.

Guidelines for compliance with the Code of Conduct

3.6.1 The committee and sub-committee evaluate the performance at least once a year so that the committee will jointly consider the work and problems for further improvement by specifying the criteria to be used in comparison with the performance with efficiency. The rules
3.6.2 In evaluating the performance, both groups and individuals should be evaluated. Which must be at least a self-assessment method (Self-evaluation) including disclosure of rules Procedures and results of the evaluation as a whole in the annual report.
3.6.3 The board may consider to arrange an external consultant. To assist in setting guidelines and making recommendations for evaluation of the Board’s performance at least every 3 years and disclosing such operations in the annual report
3.6.4 The evaluation results of the committee will be used in consideration of the suitability of the board composition.

Principle 3.7

The board will oversee that each committee and committee Have knowledge and understanding about roles and responsibilities Nature of business operations and laws related to business operations As well as encouraging all directors to receive skills and knowledge for performing their duties regularly.

Guidelines for compliance with the Code of Conduct

3.7.1 The board will ensure that The person appointed as a new director Will be given advice and have useful information for performing duties This includes understanding of objectives, key objectives, vision, mission, corporate values. As well as the nature of business and business direction of the business
3.7.2 The Board will ensure that the directors receive ongoing training and knowledge necessary.
3.7.3 The board of directors should have an understanding of laws, rules, standards, risks and the environment related to business operations. As well as receiving regularly updated information
3.7.4 The committee will disclose the board’s ongoing training and knowledge development in the annual report.

Principle 3.8

The board will ensure that the board’s operations are in order. Can access the necessary information And there is a company secretary with knowledge and experience necessary and appropriate to support the operations of the board

Guidelines for compliance with the Code of Conduct

3.8.1 The Board of Directors will set the meeting schedule and the meeting agendas in advance. So the directors can arrange the time and attend the meeting
3.8.2 The board meetings are considered appropriate to their duties. Board responsibilities and the nature of the company’s business operations This is a regular 12 times a year.
3.8.3 The board ensures that each director, including management, has a mechanism for Be free to propose matters that are beneficial to the company into the meeting agenda
3.8.4 The meeting documents will be sent to the directors at least 5 working days before the meeting date.
3.8.5 The Board encourages the President. Invite top management to join the board meeting To provide more detailed information as directly related to the problem And to have an opportunity to know senior management for consideration of the succession plan
3.8.6 The Board can access additional necessary information from the President. Company secretary Or other assigned executives Within the specified policy scope And if necessary The board may provide independent opinions from advisors or external professionals. Which is considered a company expense
3.8.7 The Board is a policy that non-executive directors have the opportunity to convene meetings among themselves as necessary to discuss management-related issues of interest. Without the management team together And will notify the President of the meeting results as well
3.8.8 The committee determines the qualifications and experience of the company secretary. Which can perform duties in providing advice regarding various laws and regulations that the committee must know Oversee document management of board meetings Important documents and activities of the committee Including coordinating for the implementation of the board resolutions In addition, the board discloses the qualifications and experience of the company secretary in the annual report and on the company’s website.
3.8.9 The company secretary will receive training and develop knowledge that will be beneficial to the duty continuously.

Principle 4

Ensure Effective CEO and People Management

Principle 4.1

The Board of Directors will ensure that recruitment and development of directors, executives and senior executives have the knowledge, skills, experience and characteristics necessary to drive the organization to its goals.

Guidelines for compliance with the Code of Conduct

4.1.1 Guidelines for compliance with the Code of Conduct…
4.1.2 The President will be followed up to ensure that there are suitable senior management. The Nominating and Compensation Committee should at least cooperate with the President. Consider the criteria and procedures for recruiting and appointing people. Including approving the appointment of the person proposed by the President to be a high level executive
4.1.3 In order to conduct business continuously The Board will oversee the succession plan in order to prepare the succession of directors, executives and senior executives. And a report on the succession plan is reported to the Board for acknowledgment periodically, at least once a year.
4.1.4 The Board encourages and encourages the President and top executives. Receive training and development To increase knowledge and experience that are beneficial to the operation
4.1.5 The committee should set policies and procedures. To clearly assume the position of director at other companies of the president and top management, the top executives must not be full-time employees of other organizations. Unless the Board of Directors has considered that the performance of that duty Does not affect the efficiency of the company

Principle 4.2

The oversight committee has established a suitable compensation and evaluation structure.

Guidelines for compliance with the Code of Conduct

4.2.1 The Nomination and Remuneration Committee will determine the compensation structure. Which is an incentive for the President Executives and other personnel at all levels are working in accordance with the objectives and main objectives of the organization. This also includes long-term business interests which include
     (1) Consideration of the appropriateness of the salary and bonus compensation ratio
     (2) Establishing policies regarding compensation in writing, taking into account the economic environment Compensation for insurance companies of similar sizes Executive performance and business performance
     (3) Establishing policies regarding evaluation criteria and communication to be acknowledged
4.2.2 The Nomination and Remuneration Committee does not include executive directors. Have a role on the compensation and performance evaluation of the President At least in the following matters
     (1) Approve the criteria for evaluation of the President. With performance evaluation criteria which motivates the President of the Business Administration To be in accordance with the objectives, main goals, strategies, and in line with the long-term business interests. By communicating to the President about the evaluation criteria in advanceา
     (2) The Nomination and Remuneration Committee evaluates the President’s performance annually. And the results of the consideration, including development issues, are communicated to the President.
     (3) Approve the annual remuneration of the President and consider the evaluation of the President’s performance and other factors, consisting of
4.2.3 Approve criteria and factors for performance evaluation As well as approve the compensation structure of top executives. And follow up for the President to evaluate the top executives in accordance with the said assessment principles
4.2.4 Supervise to establish criteria and factors for performance evaluation for the entire organization.

Principle 4.3

The board understands the structure and relationship of shareholders. That may affect the management and operation of the business.

Guidelines for compliance with the Code of Conduct

4.3.1 The board understands the structure and relationship of shareholders. Which affects the power to control and manage the business
4.3.2 The board will oversee that the structure and relationship of shareholders are not 4.3.1 Hinder the performance of the board of directors, such as having the right person to inherit the position
4.3.3 The board will oversee the disclosure of information in accordance with various agreements that affect the business control.

Principle 4.4

The board will oversee the management and development of personnel to have the appropriate amount of knowledge, skills, experience and motivation.

Guidelines for compliance with the Code of Conduct

4.4.1 The committee will oversee human resource management that is in line with the organization’s direction and strategy. Employees at all levels are knowledgeable. Competency, appropriate motivation and fair treatment In order to maintain the talented personnel of the organization
4.4.2 The board oversees the establishment of a provident fund or other mechanisms. To ensure that employees have sufficient savings to support retirement Including encouraging employees to have knowledge and understanding in money management

Principle 5

Promote innovation and responsible business practices Nurture Innovation and Responsible Business

Principle 5.1

The Board attaches importance and supports the creation of innovations that create business value. Along with creating benefits for customers or related parties. And responsible to society and the environment

Guidelines for compliance with the Code of Conduct

5.1.1 The Board of Directors attaches importance to creating an organization culture that promotes innovation. And overseeing the management team to be part of the strategy review Planning, development, improvement of operations and performance tracking
5.1.2 Innovation Promotion Committee In order to add value to the business according to the changing environment factors Which may cover the business model, ways of thinking, design and development of products and services, research, work process improvement Including cooperation with partners

Principle 5.2

The board will monitor the management to conduct business with social and environmental responsibility. That must be reflected in the operational plan to ensure that All departments of the organization proceeded in accordance with the objectives. Main goals and strategies of the business

Guidelines for compliance with the Code of Conduct

5.2.1 The committee ensures that there is a mechanism to ensure that Business conducting business with ethics Have social and environmental responsibility Not violating the rights of stakeholders To be a guideline for all parts of the organization to achieve the objectives, the main goals that are sustainable By creating policies or guidelines Which should at least cover the following matters
     (1) Responsibility to staff and employees By acting in accordance with the relevant laws and standards By treating employees fairly and respecting human rights, such as determining compensation and other benefits that are fair, providing welfare that is not less than the law or more as appropriate. Health care and work safety Education Training Develop potential and promote progress Including giving employees the opportunity to improve their skills in other areas
     (2) Responsibility to customers By acting in accordance with the laws and standards relating to fairness, data retention of customers After-sales service throughout the life of products and services Monitoring of customer satisfaction for product and service development Including advertising, public relations and sales promotion (sales conduct) must be done responsibly. Not causing misunderstandings Or take advantage of customers’ misunderstandings
     (3) Responsibility to partners By having a procurement process and fair contract conditions or agreements Both help develop the potential Ability to provide standardized services
     (4) Community responsibility By bringing business knowledge and experience to develop projects that can benefit the community in concrete. There is monitoring and measurement of progress and long-term success.
     (5) Environmental responsibility by preventing, reducing, managing and ensuring that the company does not create or produce results Negatively affecting the environment Which covers energy use, water use, and renewable resource usage The release and management of waste caused by business operations Greenhouse gas emissions, etc.
     (6) Fair competition By conducting business openly, transparently, and without creating an unfair competitive advantage
     (7) Anti-Corruption and Corruption By acting in accordance with the relevant laws and standards Require the company to have and announce anti-corruption and public policies By becoming a network partner in the fight against corruption and corruption

Principle 5.3

The Board will monitor the management to allocate and manage resources to be efficient and effective. By taking into account the impact and development of resources throughout the value chain to achieve sustainable objectives and key objectives

Guidelines for compliance with the Code of Conduct

5.4.1 The board will provide information technology development policies and plans. Which covers the allocation of resources sufficient for business operations
5.4.2 The board will oversee the risk management of the organization. Including the management and management of information technology risks as well
5.4.3 The board will set policies and measures to maintain information security.

Principle 6

Strengthen Effective Risk Management and Internal Control

Principle 6.1

The board will ensure that The company has a risk management and internal control system. To achieve the objectives effectively And comply with relevant laws and standards

Guidelines for compliance with the Code of Conduct

6.1.1 The board understands the significant risks of the business. And approve acceptable risks
6.1.2 The board will consider and approve risk management policies that are in line with the objectives, key objectives, strategies, and acceptable risks of the business. As a framework for risk management in everyone in the organization in the same direction The Board of Directors attaches importance to early warning signals and ensures that the risk management policy is regularly reviewed. At least 1 time per year
6.1.3 The board will oversee the company to identify risks. By considering both external and internal factors that may result in the company not being able to achieve its objectives
6.1.4 The board will ensure that The company has assessed the impact and opportunity of the identified risks. In order to prioritize risks and have appropriate risk management methods
6.1.5 The Board has assigned the Risk Management Committee to review and screen Item 6.1.1– 6.1.4 before proposing to the Board for consideration. As appropriate for the business
6.1.6 The board regularly monitors and evaluates the effectiveness of risk management.
6.1.7 The board of directors is responsible for the business to operate. Shall be in accordance with the relevant laws and standards Both domestically and internationally

Principle 6.2

The committee has established an audit committee that can perform duties efficiently and independently.

Guidelines for compliance with the Code of Conduct

6.2.1 The board has established an audit committee. Comprised of at least 3 directors, all of whom are independent directors and have the qualifications and duties in accordance with the regulations of the Securities and Exchange Commission and the Stock Exchange of Thailand.
6.2.2 The Board of Directors has stipulated the duties of the Audit Committee in writing. Which has at least the following duties
     (1) Review to ensure that the business has accurate and complete financial reporting.(accuracy and completeness)
     (2)Review to ensure that the business has an appropriate and effective internal control system and internal audit system.
     (3) Review to ensure that the business complies with relevant laws and standards.
     (4) Consider the independence of the internal audit department. As well as giving approval to the appointment, transfer, and termination of the head of the internal audit department Or any other department responsible for internal auditing
     (5) Consider and select the independent persons to act as auditors. And considering the remuneration of the said person In addition, meeting with the auditor without the management attending the meeting at least once a year.
     (6) Consider connected transactions or transactions that may have conflicts of interest. To ensure that it complies with relevant laws The said transaction is reasonable and is in the best interest of the business.
6.2.3 The board of directors ensures that the company has a mechanism or tool that allows the audit committee to Can access the information necessary to perform the assigned duties, such as allowing the Audit Committee to call relevant persons to provide information Discussion with the auditor Or to seek independent opinions from any other professional advisors for the consideration of the audit committee
6.2.4 The Board of Directors has established an internal audit department that is independent in performing their duties. Is responsible for reviewing the efficiency of risk management systems and internal controls. As well as report to the Audit Committee and disclose the review report in the annual report
6.2.5 The audit committee must provide an opinion on the sufficiency of the risk management system and internal control. And disclosed in the annual report
6.2.6 The board requires the auditor to prepare a report (Management letter) and comments from the top executives of the company to be submitted to the board of directors of the company.

Principle 6.3

The Board will oversee a policy for monitoring and managing conflicts of interest. That may occur between the company and the management Board of directors or shareholders Including prevention of undue use of property Company information and opportunities In this regard, including doing transactions with persons who are connected with the company in an inappropriate manner

Guidelines for compliance with the Code of Conduct

6.3.1 The board will oversee the establishment of information security systems. This includes establishing policies and procedures for maintaining confidentiality. (confidentiality), maintenance of integrity and data availability (availability), including management of information that may affect market price information (market sensitive information). In addition, the board ensures that directors Executives, employees, as well as related external parties such as legal advisors Financial advisor Also comply with data security systems
6.3.2 The board ensures that there is a management and monitoring of transactions that may cause conflicts of interest. As well as ensuring that there are guidelines and practices for the said transaction Follow the process and disclosure of information as required by law. Both for the benefit of the company and shareholders as a whole In which the stakeholders should not participate in the decision making
6.3.3 The Board has stipulated that the directors report their interests. At least before considering the board meeting agenda And recorded in the minutes of the board meeting The Board of Directors oversees that directors with significant interests that may prevent the said director from freely commenting. Refrain from participating in the meeting for consideration of that agenda

Principle 6.4

The committee supervises the establishment of anti-corruption policies and guidelines. Clear and communicate at all levels of the organization, including outsiders In order to be able to be put into practice

Guidelines for compliance with the Code of Conduct

6.4.1 The Board establishes programs or guidelines for combating corruption. Corruption Including supporting activities that promote and instill in all employees to comply with relevant laws and regulations
6.4.2 The board ensures that policies and guidelines are clear in the case of clues. By establishing a channel for whistleblowing through the website of the business or through an independent director / audit committee of an assigned business. Including the data verification process Actions and reports to the board of directors
6.4.3 The committee should ensure that there are appropriate protection measures for the whistleblowers who report the whistleblow in good faith.

Principle 7

Ensure Disclosure and Financial Integrity

Principle 7.1

The board is responsible for ensuring that the financial reporting system and disclosure of important information is accurate, sufficient, timely, in accordance with the rules. Relevant standards and guidelines

Guidelines for compliance with the Code of Conduct

7.1.1 The Board ensures that the personnel involved in the preparation and disclosure of information have the knowledge, skills and experience that are appropriate for their duties and responsibilities and are sufficient. In which the said personnel include the chief executive of the accounting and finance Accountant Internal auditor Company Secretary and Investor Relations
7.1.2 In giving approval to the disclosure of information The committee will consider the relevant factors. In the case of financial reports Will consider at least the following factors too
     (1) Assessment results of the adequacy of the internal control system
     (2) Auditor’s opinion in financial reports Auditor’s observations regarding internal control systems And observations of the auditor through communication in other channels (if any)
     (3) The opinion of the audit committee 
     (4) Consistency with objectives, key goals, strategies, and company policies
7.1.3 The Board will oversee the disclosure of information. Which includes financial statements The annual report, Form 56-1, can adequately reflect financial status and business performance. As well as encouraging the company to provide management discussion and analysis (MD&A) for the quarterly financial statements disclosure. This is for investors to be informed and to understand the changes. Which can better reflect the financial status and results of operations of the company in each quarter
7.1.4 In the event that there is any disclosure of information related to a specific director That director should ensure that his / her disclosure is complete and accurate.

Principle 7.2

The Board will monitor the adequacy of financial liquidity and ability to pay off debt. And capital funds to be stable and sufficient to support both current and future business operations

Guidelines for compliance with the Code of Conduct

7.2.1 The board will oversee management to monitor and assess the financial status of the business. By regularly reporting to the Board of Directors The board and management will work together to find solutions quickly if signs of financial liquidity problems and debt repayment capability begin.
7.2.2 In approving any transaction or proposing an opinion to the shareholders’ meeting for approval. The Board of Directors will consider and be confident that The said transaction will not affect the continuation of the business operation. Liquidity Or the ability to pay off debt

Principle 7.3

If the business experiences financial problems or is likely to encounter The Board of Directors will proceed to ensure that The business plans to solve problems. Or there are other mechanisms that are able to solve financial problems under the consideration of the rights of stakeholders.

Guidelines for compliance with the Code of Conduct

7.3.1 If the business tends to not be able to pay the debt or have financial problems The board will closely monitor the business operation to be cautious and comply with the disclosure requirements.
7.3.2 If the business has financial problems The committee will oversee the determination of the resolution plan. By taking into account the fairness to stakeholders, including creditors As well as following up on solutions By having the management report on the status regularly
7.3.3 The board will review the information to ensure that Consideration of any decisions to solve the company’s financial problems Regardless of the method, it must be reasonable.

Principle 7.4

The committee will consider to prepare a sustainability report as appropriate.

Guidelines for compliance with the Code of Conduct

7.4.1 The board will oversee the disclosure of information to the public. Good Corporate Governance, Legal Compliance Ethics Compliance Anti-Corruption Policy Treatment of employees and interested parties This includes fair treatment and respect for human rights. Including social and environmental responsibility Taking into account the accepted reporting framework The said information may be disclosed in the annual report. Or may create a separate book as appropriate for the business
7.4.2 The committee will ensure that the disclosed information is important and reflects the practice. That will lead to creating value for the business sustainably

Principle 7.5

The board will supervise the management Provide responsible person for investor relations Which is responsible for communicating with shareholders and other interested parties, such as investors, analysts, in an appropriate, equitable and timely manner.

Guidelines for compliance with the Code of Conduct

7.5.1 The board has a disclosure policy to ensure that Communication and disclosure of information to outsiders is appropriate, equitable, timely, using appropriate channels. Protect confidential information and data affecting stock prices. Including communication to understand the whole organization in compliance with the said policy.
7.5.2 The board establishes a person responsible for providing information to outsiders. Who is suitable for the performance of duties Understand the business of the company Including objectives The main goal, values and able to communicate well with the capital market.
7.5.3 The Board will oversee the management to set directions and support investor relations, such as providing information practices. Information management policies that affect stock prices As well as clearly define the duties and responsibilities of the investor relations For effective communication and disclosure

Principle 7.6

The Board promotes the use of information technology in the dissemination of information.

Guidelines for compliance with the Code of Conduct

7.6.1 In addition to the dissemination of information according to specified criteria and via the Stock Exchange of Thailand The Board of Directors will also consider disclosing information in both Thai and English through other channels, such as the company’s website, on a regular basis. As well as presenting current information

Principle 8

Ensure Engagement and Communication with Shareholders

Principle 8.1

The board will ensure that Shareholders are involved in making important company decisions.

Guidelines for compliance with the Code of Conduct

8.1.1 The board will oversee important matters. Both the issues specified in the law and issues that may affect the direction of the business operations Has passed the consideration and / or approval of the shareholders The important matters should be included in the agenda of the shareholders’ meeting.
8.1.2 The board supports shareholder participation, such as
     (1)Setting criteria for minority shareholders Can propose additional meeting agendas before the date of the shareholders’ meeting In the event that the board of directors reject the proposal that the shareholders have put in the board agenda
     (2) Criteria for minority shareholders to nominate persons to be directors
8.1.3 The board ensures that the invitation letter to the shareholders’ meeting has accurate information. Complete and sufficient to exercise the rights of shareholders
8.1.4 The Board of Directors ensures that the notice calling for the shareholders’ meeting, together with relevant documents, is posted on the company’s website at least 28 days before the meeting.
8.1.5 The board allows shareholders to submit questions in advance of the meeting date. By specifying criteria for sending questions in advance And publish the rules on the company’s website as well
8.1.6 Notice of the shareholders’ meeting and relevant documents in English And published with the Thai version

Principle 8.2

The Board of Directors ensures that the operations on the day of the shareholders’ meeting are complete, transparent, efficient and allows the shareholders to exercise their rights.
8.2.1 Date board Time and place of meeting By considering the convenience of attending the meeting of shareholders
8.2.2 The Board of Directors oversees any actions that limit the opportunity to attend the meeting or create undue burden on shareholders, such as not requiring shareholders or proxies to bring documents or identification documents. More than specified in the guidelines of the relevant regulatory agencies
8.2.3 The board promotes the use of technology in the shareholders’ meeting. Including shareholder registration Counting and displaying results To enable the meeting to be carried out quickly, accurately
8.2.4 The chairman of the board is the chairman of the shareholders’ meeting. Is responsible for ensuring that the meeting is in accordance with the law Relevant rules and regulations of the company Allocate appropriate time for each agenda specified in the meeting invitation letter And allows shareholders to express opinions and ask questions at the meeting regarding matters related to the company.
8.2.5 So that shareholders can make important decisions The committee members, as attendees, do not support the addition of unnecessary meeting agenda items without advance notice. Especially the important agenda that shareholders need to spend time to study information before making a decision
8.2.6 All directors and relevant executives attended the meeting. So that shareholders can ask questions related to various issues
8.2.7 Before the meeting Shareholders will be informed of the number and proportion of shareholders attending the meeting in person and by proxy. Meeting method Voting and vote counting
8.2.8 In the case of many agenda items The chairman of the meeting will have a resolution for each item, for example, shareholders exercising the right to appoint individual directors on the agenda of the appointment of directors.
8.2.9 The Board encourages the use of ballots for important agenda items. Encourage independent persons to count or check the votes in the meeting And reveal the voting results that are agreed Disagreed and abstained in each agenda for acknowledgment and recorded in the minutes of the meeting

Principle 8.3

The board oversee the disclosure of resolutions of the meeting and the preparation of the minutes of the meeting of shareholders. Was correct and complete

Guidelines for compliance with the Code of Conduct

8.3.1 The board ensures that the company discloses the resolution of the shareholders’ meeting together with the voting results within the next working day. Through the news system of the Stock Exchange of Thailand and on the company’s website
8.3.2 The board ensures that a copy of the meeting minutes be submitted. To the Stock Exchange of Thailand within 14 days from the date of the shareholders’ meeting
8.3.3 The Board of Directors ensures that the minutes of the shareholders’ meeting record, at least, as follows:
     (1) Name list of directors and executives attending the meeting And the proportion of directors attending the meeting Do not join the meeting
     (2) Methods of voting and counting of votes, meeting resolution and voting results (approved, disapproved, abstained) of each agenda
     (3) Questions and answers at the meeting Including the name-surname of the questioner and respondents

 

Given on the date of 1 July 2019

Somboon Fusriboon

(Mr. Somboon Fusriboon)

President

 

*For more information or to make insurance, call 0 2017 3333 orClick here In order for our staff to contact you back

ผลิตภัณฑ์อื่นๆ

นึกถึงประกัน นึกถึง.. น้ำสินประกันภัย