MC GROUP PLC
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CG Principle
 

The Board of Directors and executives realized the importance of the Company’s compliance with corporate governance principles and are determined to continuously improve corporate governance to be the bedrock in conducting business and to be accepted internationally. MC Group also fosters transparency, business ethics, social responsibility as well as accountability to all Company’s stake-holders.

The Board of Directors has stipulated good corporate governance policies and business ethics in writing as a guideline for conducting its business for directors, executives and employees. This is to ensure efficient management systems, add values and support sustainable growth of the Company in the future. The Board of Directors shall review and adjust the corporate governance policies and business ethics on an annual basis to be consistent with changes in business operations, environment, situations or related laws.

The Company published its corporate governance policies in its website as a guideline for employees of all levels to conform to and as important information for shareholders, stakeholders, investors and other people who might be interested. To encourage the compliance, the Company requires all employees to sign and acknowledge this code of conduct during new employee orientation. Furthermore, internal control processes are put in place to monitor compliance to this code of conduct.

Results from the Corporate Governance Report of Thai Listed Company 2017 showed that the Company’s average score for all 5 sections of corporate governance was at 88 which was at par with the average SET 100 Index (at 87).

Corporate Governance Policy

The Company follows the guideline of Code of Best Practices for Directors of Listed Company set by the Stock Exchange of Thailand as well as the Principles of Good Corporate Governance for Listed Companies (2012) and Corporate Governance Code for Listed Companies 2017 set by the Securities and Exchange Commission, Thailand in establishing and developing good corporate governance policies. The policies are divided into 5 sections. At the end of June2018, the Company strictly complied with the corporate governance policies as detailed below.

Section 1: Rights of Shareholders

The Company recognizes the importance of the rights of shareholders and shall not act in a manner that violates or diminishes any right of shareholders but only encourage shareholders to exercise their rights.

At the end of June 2018, the Company has taken the following actions to support and facilitate its shareholders to exercise their rights.

  • The structure between the Company, its subsidiaries and associated companies is simple. There is no mutual or overlapping sets of shareholders nor pyramid holding structure. This is to confirm its shareholders of their returns.
  • The Company acts in its capacity to best accommodate the exercises of basic rights of all shareholders including majority shareholders, minority shareholders, institutional investors and foreign shareholders equally and refrain from any action that limits their chances to attend the meetings of all types of investors. Those rights include rights to purchase, dispose or transfer shares, right to clear and correct information, right to attend the meetings and cast the vote to approve important agenda items, right to appoint or remove Company’s directors, right to determine remunerations of the Board of Directors, right to appoint and remove the auditors and determine audit fees, right to share profits, right to participate in decision-making or acknowledge the Company’s decisions related to changes in Company’s fundamentals.
  • The Company send out notice of shareholders’ meeting and other supporting documents 7 days before the scheduled meeting (or any duration specified by law). The notice details meeting agenda items and pertinent documents including comments of the Board of Directors, the proxy form (per Ministry of Commerce’s designation) and names of independent directors that shareholders can delegate their representation to for the shareholders’ meeting. The notice also includes map and direction to the meeting’s venue and provides list of documents that shareholders are required to present on the meeting day in order to exercise their rights as shareholders in attending and voting at the shareholders’ meeting according to shareholders’ meeting rules of the Company. Furthermore, shareholders may access to information related to meeting agenda online through the Company’s website [www.mcgroupnet.com]
  • The Company discloses information and details related to rights of shareholders in the Stock Exchange of Thailand’s news system and its own website taking into considerations fairness in receiving news and information, exercising period and conveniency. Actions that may limit access to Company’s information or hinder communications between shareholders are prohibited.
  • In the event that shareholders are not able to attend the shareholders’ meeting, the Company allows shareholders to grant their rights to independent directors or any other persons whom the shareholders might wish to appoint as a proxy to cast the votes on their behalf.
  • For each shareholders’ meeting, the Chairman of the meeting or other assigned persons inform attendees of the rules to be observed in the meeting including voting process as well as allocate sufficient time for the meeting.
  • During shareholders’ meeting, the Chairman ensures equal rights to each shareholder in asking questions, voicing opinions or making recommendations. Directors and related executives will be present in the meeting in order to respond to any query or accept recommendations that shareholders may have and will consider actions to take forward as appropriate. After the meeting, the Company will prepare an accurate and comprehensive shareholders’ meeting report within 14 days after the meeting day and submit the shareholders’ meeting report to relevant agencies and make the report available to the public by releasing the report in the company’s website so that shareholders and other stakeholders can have access to.
Section 2: Equitable Treatment of Shareholders

The Company acts impartially to all shareholders including shareholders who are or are not executives, majority shareholders, minority shareholders, institutional investors, foreign shareholders. The following principles shall apply

  • The Company issued policies and take actions in the disclosure of information in a correct, complete, timely and transparent manner to the shareholders. Disclosure of important information is conducted regularly through various channels so that all shareholders have an equal access to the information. Shareholders can make enquiries on information and other news to Investor Relations department or the Company’s website, apart from the information disclosure to the Stock Exchange of Thailand
  • The Company has in place relevant policies and practices to prevent its directors or executives from using information that is not disclosed to the public for their personal benefits

2018 Annual General Meeting of Shareholders

The Company values rights of shareholders and fair treatment to its shareholders and rigorously adopted related practices in con-ducting every shareholders’ meeting from before the meeting, the meeting day to after the meeting. For the 2018 Annual General Meeting of Shareholders on 3rd April 2018 at 14:00 hrs at Suvarnnabhumi A&B, Novotel Suvarnnabhumi Airport Hotel 999 Moo 1, Nongprue, Bangplee, Samutprakan, various kinds of mass transportation were available for shareholders to use in attending the meeting.

At the 2018 Annual General Meeting of Shareholders, 148 shareholders including their proxies attended the meeting. This is equivalent to 71.6% of outstanding shares. All 8 directors participated in the meeting or there was 100% attendance of the directors. The Chairman of the Board of Directors, the Chairman of the Audit Committee, the Chairman of the Risk Management Committee, the Chair-man of the Sustainable Development Committee, the Chief Executive Offer and Managing Director, high-level executives, corporate secretary and the auditor all together participated in the meeting. Details of the meeting execution are outlined below.

Before the Shareholders’ Meeting

  • The Company prepared the notice to shareholders’ meeting in both Thai and English. For the 2018 Annual General Meeting of the Shareholders, the Company posted the meeting notice on its website since 2nd March 2018, 18 days prior to the meeting date and sent out the meeting notice to the shareholders 7 days before the meeting date so that the shareholders received all documents in advance and had sufficient time to re-view the information before the meeting.
  • Notice to the meeting contains adequate and complete information including facts, reasons, comments from the Board of Directors for shareholders’ deliberations. The agenda of the meeting is as follow.
    1. For agenda related to director’s appointment, first name, last name, age, educational background, working experience of each nominated director, number of companies they hold their directorship (listed companies or non-listed companies), nomination criteria and approach, types of nominated directors, attendance information in previous years, date of appointment to directorship were all presented.
    2. For agenda related to remuneration, provided information included policies, amounts, types of remuneration by position and duty of directors, criteria and approach. Shareholders are required to consider and approve remuneration of the Board of Directors and all subcommittees.
    3. For agenda related to auditor’s appointment, details on names, audit offices, independence of the auditors, appropriateness of audit fees (these fees were shown separately from other service fees) were given.
    4. For agenda related to dividend payment, the Company provided information related to dividend payment policies as well as pro-posed dividend amount compared to previous years.
  • No document containing important information was distributed to shareholders impromptu and no addition on agenda or change in important information made without notification to shareholders.
  • The Company accommodated shareholders who could not attend the meeting in person by sending all types of proxy forms as designated by the Ministry of Commerce while shareholders could decide how to cast their votes. Details on how to appoint a proxy were attached with the notice of the meeting as well as posted on the Company’s website. Shareholders can also download all proxy forms from the Company’s website. Moreover, list of names and biographies of directors whom shareholders can grant their representations to were also published.

During the Shareholders’ Meeting

  • The Company specified the registration period of 2 hours before the meeting. Computers and barcode system were adopted in registration and vote counting for accuracy, speed and credibility. Institutional shareholders can send proxy forms to register in advance before the meeting to avoid any delay due to a slow registration process.
  • One share one vote rule was applied where voting rights de-pend on number of shares a shareholder holds.
  • Before the meeting commenced, the Company informed the meeting of voting and vote counting approaches.
  • The Company used ballots for shareholders to cast their votes. Ballots were prepared by agenda item to assist shareholders in voting as they find appropriate. For agenda related to di-rector appointment, individual director was nominated and voted and all types of ballots were kept for this (approve, disapprove, or abstain)
  • The announcement of voting results for all agenda items was con-ducted according to the order in the agenda.
  • The meeting was conducted in order of the agenda as informed in the meeting notice with accuracy and transparency according to the laws and Company’s rules. The Company stipulated in its policy that additional agenda item shall not be included without advance notification to the shareholders especially important agenda items that share-holders need time to review before making decisions.

After the Shareholders’ Meeting

  • The Company submitted resolutions of the meeting to the Stock Exchange of Thailand in the same day of the meeting through SET’s news system so that non-attending shareholders could have a prompt access to the information.
  • Minutes of the meeting were prepared and their copies were of submitted to the Stock Exchange of Thailand within 14 days after the meeting date as well as posted in both Thai and English on the Company’s website.
  • In 2018, the Company received a score of 99 for quality of shareholders’ meeting assessment under the Evaluation of Quality of AGM of Listed Companies carried out by Thai Investors Association together with the Securities and Exchange Commission, the Stock Exchange of Thailand and Thai Listed Companies Association. Criteria of the quality assessment included all stages in conducting the shareholders’ meeting be-fore, during and after the meeting date.
Section 3: Roles of Stakeholders

The Company recognizes the importance of all stakeholders and believes in sustainable mutual interests of all stakeholders. Therefore, the Company clearly stipulated policies and responsibilities to all stakeholders in its “A Code of Conduct to Stakeholders” with the following details;

Shareholders

The Company is determined to conduct its business in the way that delivers performance and efficiency and thus creates stable growth and highest satisfaction of shareholders. The Company stresses on long-term growth of Company’s value with proper and consistent returns. The Company also respects rights of shareholders and ensures fair, transparent and credible information disclosure to all shareholders.

Employees

Human resource is the most crucial element for success of the Company. Hence, the Company treats employees of all levels fairly and properly in accordance with international standards on human rights as stipulated by its policies. The Company executes its employment, appointment and transfer on a fair basis and fosters good corporate culture and working environment that promote teamwork, politeness and respects to human rights of its employees in order to optimize its use of human resource for the best interests of the Company.

The Company offers more remuneration and welfare system than required by law and focus on the suitability and consistency with company’s performance and employee’s performance appraisal with clear, concrete and disclosed policy to all employees. In addition, the Company arranges for a good and safe working environment toward employee’s asset and complies with labor law strictly and also offer professional development for more capability and skill to all employee level.

The Company respects human rights and privacy of its employees and refrain from disclosing personal information such as salary, medical record, family background to outside parties or unauthorized persons except that the information must be disclosed to external parties as required by law. Moreover, the Company encourages knowledge sharing and trainings on environment and work safety so that the employees understand and conform to the guidelines.

Customers

The Company has put in place polices that foster value and growth creation alongside its customers under the belief that Company’s success relies on its customers’ trust. The Company shall treat its customers with respect and politeness and with a strong intention to search for most effective ways to meet customers’ needs. The related policies and guidelines are specified in the Code of Conduct. This includes production and delivery of products that passed quality assurance and standards as promised with customers under fair prices, adequate and timely disclosure of accurate information, safe customer data storage and management, confidentiality of customer information (no misuse of customer information for personal benefits or the benefits of related others), adequacy of systems/processes that allows customers to file complaints on quality, quantity and safety of its products and services.

Business Partners and/or Creditors or Debtors

The Company is obliged to treat its business partners, creditors and debtors with equality and fairness for the best interest of the Company. The Company shall avoid any conflict of interest and provide factual information and accurate reports. Moreover, the Company stands firm on its commitments to its creditors and honors its obligations of repayment of principals, interests as well as collaterals.

Any business dealing with business partners must not affect good reputation of the Company and must be in compliance with laws. Mutual interests and fairness must be emphasized in selection of business partners whom must respect with human right, fair labor practices and business operation with environmental, social responsibilities as the Company believes that business partners are a key factor that helps deliver values to the customers and helps the Company’s sustainable growth.

Competitors

The Company encourages free markets and fair competition and stipulated polices and guide-lines towards its competitors under applicable laws related to trade competition. The Company is strongly against wrongfully obtaining or using trade secrets of its competitors either it is illegal or unethical.

Society and Environment

As a Thai Company MC Group appreciates being a part of the country and Thai society and feels responsible for the country and the society. Therefore, the Company aims to give back by supporting local activities in communities in which it operates in.

Throughout years in business, the Company rigorously abides by related laws, rules and regulations and put efforts in raising its standards above the levels required by law. Any business undertaking must not harm quality of life, community, society and environment. The Company helps support the society in form of quality of life improvement, educational support, energy saving, efficient resource utilization and environmental conservation. Apart from that, the Company promotes communication and education related to the environment to all stakeholders as well as passes on its knowledge and experience that the Company has to benefit the society such as its recent MC Sewing Training for Occupation Development Project.

The Company also acts against infringement of intellectual property rights and copyrights and issued policies regarding the use of its IT systems that requires regular investigations on software usage of employees to prevent any infringement. Furthermore, the Company ensures that registrations of its trademarks are undertaken correctly to protect its intellectual property rights from any infringement from others.

Additionally, the Company stipulated policies that support manufacturing and delivery of environmentally-responsible products and services and acts according to relevant environmental law. Besides, the Company encourages preservation of nature and conservation of energy and the use of environmentally-friendly products in its business. Details on its related executions can be found under Sustainable Development section.

Moreover, the Company stipulated whistleblower policies that stakeholders can inquire details, file complaints and report any misconduct, illegal behavior, inaccuracy of financial reports, internal control problems or unethical behavior of the Company through the Audit Committee. Details of complaints or whistle-blowing including and information of the complainants/whistleblowers will be protected and kept confidential. The Audit Committee will take actions in finding facts and solutions (if any) and reporting to the Board of Directors for recommendations, solutions or other further actions. Channels in reporting misconducts and filing complaints are listed below:

• Direct Complaint by written notice
  1. The Chairman of the Audit Committee
  2. Chief Executive Officer
  3. Internal Audit Department OR
  4. Corporate Secretary
    MC Group Public Company Limited
    448,450 On Nut Road, Prawet, Prawet, Bangkok 10250
    Tel 02-117-9999 Fax 02-117-9998
• Complaint by E-mail
  1. The Chairman of the Audit Committee auditcommittee@mcgroupnet.com
  2. Chief Executive Officer sunee.s@mcgroupnet.com
  3. Internal Audit Department ia@mcgroupnet.com
  4. Corporate Secretary corpsecretary@mcgroupnet.com
  5. Direct supervisor
•Complaint by letter via post
  1. The Chairman of the Audit Committee
  2. Chief Executive Officer
  3. Internal Audit Department OR
  4. Corporate Secretary
    MC Group Public Company Limited
    448,450 On Nut Road, Prawet, Prawet, Bangkok 10250
    Tel 02-117-9999 Fax 02-117-9998

Note that information related to complaints is treated as confidential and will be disclosed only as necessary. The Company put in place measures that protect whistleblowers, complainants and related persons. Whistleblowers can opt to be anonymous and whistleblowers or complainants can request the Company to set appropriate protection measures or the Company may enact protection measures without request in case that there is a tendency of damage or unsafety.

Once complaint is received or filed, responsible persons are required to verify facts and consider appointing a committee to investigate further. In case that the wrongdoing is proved to be true, the Company shall consider suitable punishment and report the misconduct and the complaint to the Audit Committee and the Board of Directors.

As of 31 June 2018, there was no complaint or whistleblowing from stakeholders.

Section 4: Information Disclosure and Transparency

The Company encourages the disclosure of accurate information in a complete, transparent and timely manner that meets the standards provided by the Stock Exchange of Thailand or the Securities and Exchange Commission. This includes financial reporting and other information disclosure that can influence the Company’s stock price or decisions of investors and other stakeholders. All relevant individuals are treated fairly regarding information dissemination and the Company will release important information through channels provided by the Stock Exchange of Thailand as well as the Company’s website at www.mcgroupnet.com

The Board of Directors recognizes its responsibilities in preparing consolidated financial statements including other information presented in the annual reports. The Board of Directors shall make sure that quality of financial reporting is in line with the Generally Accepted Accounting Principles and reviewed by credible and independent auditors. Accounting policies must be properly selected and strictly applied. All financial reports must be accurate and complete and the disclosure of important information must be adequate and credible.

Furthermore, the Board of Directors has appointed the Audit Committee to review and audit financial reports for accuracy, completeness, credibility as well as ensure all information disclosures of correct-ness, clarity, transparency and timeliness as specified by the guidelines for the listed company. In addition, the Audit Committee also perform auditing roles for internal control systems to guarantee effective internal control and compliance with laws and Company’s regulations. Related party transactions or transactions with potential conflict of interest must also be reviewed by the Audit Committee for their appropriateness and reasonableness before presenting to the Board of Directors for consideration and approval.

At the end of June 2018, The Company issued Management Discussion and Analysis (MD&A) supplementing its quarterly financial statements to help investors better understand changes in the company’s financial position and performance in each quarter, rather than just only numbers in the financial statements.

Moreover, the Company prepares the Board of Directors’ accountability to financial statements alongside the auditor’s report as well as disclosure of audit and non-audit fees in the Company’s annual report.

To comply with the notification of the Capital Market Supervisory Board Re: Rules, Conditions and Procedures for Disclosure regarding Financial statement and performance of securities issuers, the Company has set up the information disclosure in annual information disclosure (Form 56-1) and the Company will disclose all directors individually including role and responsibilities of Board of Director and sub committees including remuneration of directors and executives in annual report (Form 56-2).

Regarding investor relations function, the Company established investor relations department to be responsible for communications of relevant information to institutional investors, shareholders, securities analysts, media and general public. Investor relations department shall report its performance related to investor relations to the Board meeting on a quarterly basis. To comply with the good corporate governance principles particularly the transparency and fairness of the information disclosure, the Company set a 15 day Quiet Period to refrain from answering any inquiries in regards to the upcoming financial results and guidance prior to the results release. This is to avoid an unfair treatment that could lead to insider information or manipulation of stock prices. The Company announced the quiet period information on the Company’s website under IR Calendar.
The Company’s investor relations activities during January to June 2018 are summarized as follows:

  1. 23 company visits from investors or analysts or through conference
  2. 5 investor conferences both locally and in foreign countries.
    • Investor Conference and road show in Thailand 4 times
    • Investor Conference and road show in Foreign Countries 1 times
  3. Opportunity Day (Listed companies meet investors) as hosted quarterly by the Stock Exchange of Thailand
  4. 1 investor meeting for analysts and investors
  5. 1 site visit for investors and analysts

In order to ensure efficient communications between the Company and shareholders/investors, investor relations department can be reached at:

Contact person : Ms. Nayika Wangmuthitakul (Manager -Investor Relations Department)
Address : MC Group Plc, 448,450 On Nut Road, Prawet, Prawet, Bangkok 10250
Telephone : 02 117-9999 Extension 1210
Fax : 02 117-9998
E-mail: ir@mcgroupnet.com

Section 5: Responsibility of Board of Directors

1. Structure of the Board

The Board of Directors comprises individuals with knowledge, expertise and experience in conducting business and is responsible for considerations on matters relating to management of the Company such as policies, vision, strategies, targets, duties, business plans and budgets. The Board of Directors also supervises the management team to effectively and efficiently conduct the business according to its policies under the scope of laws, objectives, rules, resolutions of shareholders meetings, resolutions of the meetings of the Board of Directors with honesty, prudence and ethics in order to maximize the Company’s value and achieve highest stability for the best interest of the shareholders.

The Board of Directors consisted of 8 directors and 4 of those were independent directors, equivalent to more than one third of the members of the Board of Directors. These independent directors were qualified according to the announcements of Capital Market Supervisory Board and the Stock Exchange of Thailand to perform their duties efficiently and effectively at their full capacity to serve the Company.

The Board of Directors shall have specified term of service according to the Company’s rules and procedures. At each Annual General Meeting of Shareholders, one-third of the directors - or the number nearest to one-third if the number is not a multiple of three - must retire from office.

In order to ensure thorough and adequate governance according to good corporate governance principles and to support the Board of Directors in performing their duties, the Company established subcommittees to undertake specific matters. The Company also appointed the corporate secretary with stipulated roles and responsibilities as required by the Stock Exchange Act BE 2551. The corporate secretary ensures that the Company and the Board of Directors strictly comply with related laws and regulations and acts as a contact person for internal and external parties. The details of roles and responsibilities of the corporate secretary are included in Management Structure section.

In addition, Company’s policies stipulated that directors shall not hold their directorships in more than 5 listed companies. In an event that a director also holds the same position in more than 5 listed companies, the Board of Directors will evaluate the effectiveness of his or her capacity in order to maintain his or her roles for the Company. At present, none of the Company’s directors hold director positions in more than 5 listed companies.

2. Roles and Responsibility of Directors

The roles and responsibilities of the Board of Directors are to conduct business as approved by shareholders and according to the laws and resolutions of the shareholders’ meetings and the meetings of Board of Directors. Additionally, the Board of Directors must exercise a good judgment in business decision-making and perform their duties with accountability, prudence and honesty for the best interests of the Company.

Corporate Governance Polices

The Company has written policies on its corporate governance in which the Board of Directors reviews and monitors annually. The Company shall uphold the rules and regulations set by the Capital Market Supervisory Board, the Securities and Exchange Commission and the Stock Exchange of Thailand and will publish corporate governance report in its annual report and disclosure report concerning additional information (Form 56-1).

Business Ethics

The Company shall uphold the highest standard of ethics such as protecting of Company’s private information, performing assigned duties with honesty and compliance to laws, respecting rights of others, and protecting the assets of the Company and the environment. The Company must ensure strict compliance to business ethics while policy review and evaluation must be conducted annually.

Conflict of Interests

The Board of Directors has set policies to prevent and mitigate any conflict of interest that require all directors and executives prepare reports of conflict of interest and submit to the corporate secretary. In any deliberation, decisions regarding business undertaking must be made for the best interest of the Company and conflict of interest shall be avoided. Related par-ties or persons who have potential conflict of interest with the transaction under considerations must report the Company of nature of relationship and details on possible conflict of interest and shall not participate in the decision-making nor have authorities in approving that particular transaction.

Any transactions with potential conflict of interests related to trade conditions not con-forming to general practices must be presented to the Board of Directors for considerations and approvals. The Audit Committee shall review appropriateness carefully before bringing the mat-ter to be discussed at the Board meeting and/or shareholders’ meeting (on case by case basis). The Company must always act according to the rules and regulations set by the Capital Market Supervisory Board, the Securities and Exchanges Commission and/or the Stock Exchange of Thailand (whichever applicable).

Internal Control and Internal Audit

The Board of Directors has established comprehensive internal control systems covering all business aspects to ensure compliance to laws, rules and regulations as we all as alignment with its goals. Moreover, an audit mechanism for checks and balances was set up to protect capitals of shareholders and assets of the Company. The Board has also set approving authorities and outlined responsibilities of executives and employees clearly in writing. Internal control department was formed to examine and monitor all business units’ operations to comply with rules and regulations. The Audit Committee role is to continuously monitor business dealings to ensure effectiveness of internal control and credible financial reporting systems. Internal control department audits and reviews internal control systems of the Company as well as reports audit results to the Audit Committee.

Report of the Board of Directors

The Audit Committee shall review financial reports and present them to the Board of Directors every quarter. The Board of Directors is accountable for the financial statements of the Company as appeared in its annual reports and must ensure the preparation of the financial re-port is in compliance with the Generally Accepted Accounting Principles (GAAP-Thai) and reviewed by the qualified auditors. The Board of Directors shall also choose appropriate ac-counting policies and consistently applies them. Adequate disclosure of information in the foot-notes to the financial statements must be carried out.

Independence of the Board of Directors from Management

Policies on independence of the Board of Directors from management are in place that clearly separate roles and responsibilities of the Board of Directors and management team. The Board of Directors is responsible for setting strategies, objectives, policies, work plans and business goals of the Company and making recommendations and overseeing the management team in performing their duties. The Board of Directors must understand scope of authority and responsibilities, clearly define delegation of authority of the management team and ensure that the management team perform their duties as assigned. The management team shall take responsibilities in managing and undertaking business according to strategies, policies and work plans that the Board of Directors approved.

Note that the person who holds the Chairman of the Board of Directors position is clearly disassociated from the CEO. Therefore, the Chairman and the CEO are different persons and have different authorities and responsibilities. Both positions must be selected and appointed by the Board of Directors in order to ensure the most qualified persons are chosen for the positions.

3. Board of Directors Meeting

The Company has set meeting schedules for the Board of Directors and other committees in advance on a yearly basis. The Company stipulated that the Board conduct meetings at least once every quarter by setting up the annual meeting schedule in advance with additional meetings as necessary and send out meeting notice to the Board members to review 7 days prior to the scheduled meeting date except in any urgent matter that prompt actions are required to reserve Company’s rights or protect its interests. Each meeting requires a clear agenda with complete supporting documents that must be submitted to the Board of Directors in advance. During the meeting, each director shall be allocated sufficient time for discussion and allowed to freely express their opinions. Related high-level executives shall be invited to attend the meeting to provide pertinent information and to directly address the issues.

The Company shall ensure that the Board of Directors receive adequate information in a timely manner prior to the scheduled meeting. Additionally, the Board of Directors may independently contact the corporate secretary to provide consultation on matters related to compliance or for any additional information.

4. Development Programs for Directors

  • The evaluation of Board’s Performance

    The Company requires directors to conduct self-evaluations at least once a year to assess their efficiency, performance and other issues in performing their duties in accordance with good corporate governance principles. The process is as follows

    1. The Nomination and Remuneration Committee reviews evaluation forms to ensure accuracy, completeness and compliance to the rules stipulated by the regulatory authorities.
    2. The secretary to the Board summarizes the results of the performance evaluation of the Board
    3. The secretary to the Board reports the results to the Board to take actions in improving efficiency.

    The objective of the evaluation of Board’s Performance is to emphasize on assessments that can reflect operating efficiency according to good corporate governance principles in total of5 topics in the evaluation are structure and qualifications of Board member, roles and responsibilities of the Board, Board’s meeting, Board’s function, and responsibilities to stakeholders.

    At the end of June 2018, overall evaluation score in 5 sections was at 95%. Most directors agreed that number of directors was suitable for the size of business and number of independent director complied with standards specified by regulatory authorities, subcommittees were formed according to good corporate governance guidelines in order to assist the Board in studying and screening specific issues. There was a sufficient number of committees to take care of important matters to ensure prudent business operations. Moreover, directors performed their duties with responsibilities, prudence and honesty in compliance with laws, objectives and rules and regulations of the Company as well as resolutions of the shareholders’ meetings. Additionally, directors stated their opinions and made suggestions based on best practices that are beneficial to the Company. Directors also attended the Board of Directors’ meetings and subcommittees’ meetings regularly.

  • The evaluation of Subcommittee’s Performance

    The Company arranged evaluations for subcommittee including Risk Management Committee, Audit Committee, Nomination and Remuneration Committee, Sustainable Development Committee in compliance with evaluation guidelines for Thai listed companies of Thai Institute of Directors (IOD). The assessment must be conducted once a year in form of individual evaluation (self-evaluation) to assess efficiency of all subcommittees based on the following process.

    1. Subcommittees prepare evaluation forms in compliance with good corporate governance principles and guidelines for subcommittees.
    2. Secretaries of subcommittees summarize and report the results of the performance evaluation of subcommittees to take actions in improving efficiency of the performance.
    3. The secretary to the Board of Directors reports the results of the evaluation of subcommittees to the Board of Directors.

    TThe results of subcommittees’ evaluation at the end of June 2018 are summarized below

    Unit: Percentage

    Subcommittee Self-evaluation Score
    Audit Committee 100
    Risk Management Committee 98
    Nomination and Remuneration Committee 88.4
    Sustainable Development Committee 80

    The Company summarized and informed the results of the evaluations of the Board of Director and subcommittees to all directors to be used as a framework in considering and reviewing their duties as well as issues and problems. The results were also analyzed and recommendations were applied further improvements and developments.

  • Director’s Training

    The Company promotes and facilitates trainings and other informative sessions on good corporate governance for applicable persons such as directors, the Audit Committee and executives to equip them with adequate knowledge and understandings regarding corporate governance principles, rules and regulations as well as roles and responsibilities of directors. The purpose is to guarantee efficient and ethical management of the Company. The Company enrolled its directors in related seminars/programs organized by Thai Institute of Directors (IOD) and other institutions.

    Recently, there were a number of directors attending training programs related to roles and responsibilities of directors. 5 directors enrolled in Director Accreditation Program (DAP) and 7 directors participated in Director Certification Program (DCP) from a total of 8 directors When there are relevant documents informing about the programs related to the Board of Directors, the Company will notify the directors and send them information for their reviews to support their learning.

  • New Director Orientation

    Once there is any change in directors, the corporate secretary shall arrange an induction session as well as prepare documents that will be useful to the new directors including provisions of an overview of the business, products and services, stock information and shareholders, organization structures and related laws and regulations in order to effectively perform duties as a director of a listed company.Preliminarily, the Company distributed the following key documents:

    1. Scope of responsibilities of the Board of Directors
    2. Code of Conduct Manual
    3. Organization Structure and Lists of Executives
    4. Shareholding Structure of the Group of Companies
    5. Stock Information and shareholders, certificates and rules and regulations
    6. Business Plan
    7. Overall Risk Management
    8. D&O (Directors & Officers Liability Insurance)

    Apart from the above documents, the Chief Executive Officer and Managing Director and the corporate secretary also presented the following information

    1. Overview of business including company profile and company strategies
    2. Applicable laws related to director of a listed company
    3. Structure of the Board of Directors and scope of responsibilities of members.

Subcommittee

The Company shall, from time to time, set up additional subcommittees as deemed appropriate with specific objectives to assess certain aspects of business more effectively. This will be approved by the Board of Directors. The subcommittee will report the progress and achievements to the Board of Directors in the specified period. Additionally, the Board of Directors will appoint Corporate Secretary as required by the Securities and Exchange Act.

Currently, the structure of directors consists of the Board of Directors who supervises the business and 5 subcommittees responsible of specific matters which are Audit Committee, Executive Committee, Risk Management Committee, Nomination and Remuneration Committee and Sustainable Development Committee. More information regarding each committee is outlined as follows.

1. Audit Committee

The Company has appointed the Audit Committee which consists of 3 independent directors. Each member is fully qualified according to the requirements stipulated by the Securities and Exchange Commission and the Capital Market Supervisory Board. As of 30 June, 2018, there are 3 independent directors as follows:

Name Title/Position
1. Mr. Somchai Apiwattanapron Chairman of the Audit Committee
2. Mr. Supasask Chirasavinuprapand Audit Committee Member
3. Mr. Lucksananoi Punkrasamee Audit Committee Member

Mr.Somchai Apiwattanapron, the Chairman and Mr. Lucksananoi Punkrasamee, has adequate knowledge and experience in accounting to audit the credibility of the financial statements.

The appointed Secretary to the Audit Committee is Ms. Anongnard Wannamas.

Roles and Responsibilities of the Audit Committee

  1. Review and audit financial statements on a regular basis in compliance with accounting standards, laws and standards.
  2. Review and ensure the effectiveness and appropriateness of the internal control system and internal audit system and review the independence of internal audit function and concur in the appointment, transfer and dismissal of the Internal Audit head or other functions responsible for internal audit.
  3. Review the Company’s operations so they are in compliance with the laws related to securities and exchange, the Stock Exchange of Thailand regulations and other applicable laws governing the Company’s business undertakings.
  4. Review, select and nominate independent person to be the Company’s auditors and propose their compensations as well as participate in meetings with auditors without the presence of management team at least once a year.
  5. Evaluate related party transactions, or transactions with possible conflict of interest in relation to compliance with the laws and regulatory requirements of the Stock Exchange in order to ensure reasonableness of those transactions and the best interests of the Company.
  6. Review the effectiveness and appropriateness of risk management processes.
  7. Review and propose any amendments to scopes of authority, roles and responsibilities of the Audit Committee according to changing circumstances.
  8. Inspect and propose appropriate actions to related parties under the roles and responsibilities of the Audit Committee and may hire experts on specific fields to assist in auditing activities and other related functions.
  9. Prepare the annual Audit Committee Report and disclose in the Company’s annual report signed by the Chairman of the Audit Committee. The report must consist of the following information:
    • Opinions regarding accuracy, completeness and credibility of the financial statements.
    • Opinions regarding adequacy of internal control system of the Company.
    • Opinions regarding compliance to laws and regulations pertaining securities and exchange or other applicable laws governing the Company’s business.
    • Opinions regarding eligibility of the auditor.
    • Opinions regarding transactions with possibility of conflict of interests.
    • Number of meetings conducted by the Audit Committee and the attendance of each director.
    • Opinions or overall observations regarding the Audit Committee’s duties as specified in the Audit Committee’s Charter.
    • Other information that shareholders or investors should be informed of under the Audit Committee’s duties as assigned by the Board of Directors
  10. Report the Board of Directors of any suspicion on the following transactions or actions that may significantly impact financial position and performance of the Company to ensure timely responses as advised by the Audit Committee:
    • Transactions with potential conflict of interests
    • Corruption, abnormality or any significant flaw of the internal control system
    • Violation of laws pertaining securities and exchanges, Stock Exchange’s principles or applicable laws governing the Company’s business.
    In case that the Board of Directors or executives fails to take appropriate actions in timely manner, one of the members of the Audit Committee may report that transaction or action with potential conflict of interests to the Office of Securities and Exchange Commission or the Stock Exchange.
  11. Perform any duties as assigned by the Board of Directors and agreed by the Audit Committee.

Term of Office

The Audit Committee shall report directly to the Board of Directors and the member shall hold office for a term of 3 years from the appointed date. The retiring member of the Audit Committee may be re-appointed but not more than 3 terms consecutively.

2. Risk Management Committee

As of 30 June 2018, Risk Management Committee comprises 3 members as follows

Name Title/Position
1. Mr. Somchai Apiwattanapron Chairman of the Risk Management Committee
2. Mr. Supasask Chirasavinuprapand Risk Management Committee Member
3. Mrs.Chananyarak Phetcharat Risk Management Committee Member

Ms. Anongnard Wannamas was appointed as the Secretary to the Risk Management Committee.

Roles and Responsibilities of the Risk Management Committee

  1. Formulate policies related to risk management covering all different kinds of risks in undertaking and managing business of the Company.
  2. Review and approve risk management plans.
  3. Ensure that necessary risk management team is in place and support risk management team on its manpower, budget and other resources necessary to undertake their duties within their scope of responsibilities.
  4. Monitor and follow up all risk management activities from risk identification and evaluation, risk analysis, to evaluation of risk management and ensure systematic risk management monitoring and reporting.
  5. Encourage and support the Company to have proper risk management processes in all business units including continuously assess risk management activities.
  6. Report the Board of Directors of significant risks and risk management activities on a regular basis.

Term of Office

The Risk Management Committee shall report directly to the Board of Directors and the member of the Risk Management Committee shall hold office for a term of 3 years from the appointment date. The retiring member can also be re-appointed.

3. Nomination and Remuneration Committee

As of 30 June 2018, Nomination and Remuneration Committee consists of 3 members as appointed by the Board of Directors, namely:

Name Title/Position
1. Mr. Lucksananoi Punkrasamee Chairman of the Nomination and Remuneration Committee
2. Mr. Supasask Chirasavinuprapand Nomination and Remuneration Committee Member
3. Mr. Virach Seripanu Nomination and Remuneration Committee Member

Ms. Anongnard Wannamas was appointed as the Secretary to the Nomination and Remuneration Committee.

Roles and Responsibilities of the Nomination and Remuneration Committee

  1. Review and select qualified candidates to be appointed as directors of the Company.
  2. Verify backgrounds and other information of selected persons with the considerations of their knowledge, skills, experience and expertise from various professions and ensure that all the qualifications must be in line with applicable laws and the Company’s rules or principles.
  3. Set procedures, guidelines of selection and provide opinions or suggestions related to selection process.
  4. Nominate suitable candidates to be appointed as directors of the Company.
  5. Recommend proper adjustments and improvements to Nomination Committee Charter and propose to the Board of Directors for approval.
  6. Propose policies and principles related to remunerations of directors and top management.
  7. Evaluate the performance of the Company’s directors annually
  8. Review and determine remunerations of the Company’s directors (with respect to the Company’s performance and industry benchmark), other compensations as approved at shareholders meetings and expenditure related to these remunerations in the previous year and propose to the Board and the shareholders for approval respectively.
  9. Review and allocate remunerations to the members of the Board of Directors and other subcommittee members individually with respect to their roles and responsibilities within the amounts approved by shareholders.
  10. Undertake duties as assigned by the Board of Directors.

Term of Office

The Nomination and Remuneration Committee shall report directly to the Board of Directors and the member of the Nomination and Remuneration Committee shall hold office for a term of 3 years starting from the appointment date. The retiring member can also be re-appointed.

4. Sustainable Development Committee

As of 30 June2018, The Board of Directors appointed 2 members for the Sustainable Development Committee, namely:

Name Title/Position
1. Mr. Surasak Khaoroptham Chairman of the Sustainable Development Committee
2. Mr. Virach Seripanu Sustainable Development Committee Member

Ms. Anongnard Wannamas was appointed as the Secretary to the Sustainable Development Committee

Roles and Responsibilities of the Sustainable Development Committee

  1. Set directions and formulate policies related to sustainable development work.
  2. Encourage and support all kinds of initiatives related to sustainable development including giving guidelines and monitoring related activities.
  3. Consider and evaluate results of sustainable development initiatives/projects and provide suggestions and report to the Board of Directors
  4. Approve of Sustainable Development report in order to disclose to the public.
  5. Appoint working team for sustainable development purpose as appropriate

Term of Office

The Sustainable Development Committee shall report directly to the Board of Directors and the member shall hold office for a term of 3 years from the appointed date. The retiring member of the Audit Committee may be re-appointed.

5. Executive Committee

The Board of Directors shall appoint a number of Directors as deemed appropriate to become members of the Executive Committee supervising the Company’s business as assigned by the Board of Directors. Out of these members, one shall be appointed Chairman of the Executive Committee. As of 30 June2018, the Executive Committee comprises of 3 members, namely:

Name Title/Position
1. Mrs. Kaisri Nuengsigkapian Chairman of Executive Committee Member
2. Ms. Sunee Seripanu Executive Committee Member
3. Mr. Virach Seripanu Executive Committee Member

Roles and Responsibilities of the Executive Committee

  1. Formulate overall policies, strategies and management structures in order to undertake the Company’s business properly under economic environment and competition facing the business and propose to the Board of Directors for approval.
  2. Approve business plans, budgets and scopes and levels of authorities of the Company and propose to the Board of Directors for approval.
  3. Examine and monitor performance of the Company so it is in accordance with the approved polices and business plans and undertaken with efficiency and effectiveness.
  4. Review and approve any contract and transaction entering related to usual business operations (ie. trading, investments, joint ventures in order to carry normal business transactions and to achieve the business’ objectives) within the limit of 50,000,000 (fifty million) baht or equivalent per transaction.
  5. Review and approve borrowings, credit/loan applications from financial institutions including lending, pledge, mortgage or being a guarantor by the Company or its subsidiaries under the limit of 50,000,000 (fifty million) baht or equivalent per transaction.
  6. Review and approve the Company’s projects and initiatives and report to the Board of Directors of projects’ progress.
  7. Manage overall risk of the Company, evaluate risks and design risk management structure of the Company.
  8. Authorize a person or a group of persons to undertake specific duties under the monitoring of the Executive Committee or delegate person or group of persons with authorities as deemed appropriate and within the time period agreed by the Executive Committee. The Executive Committee shall cancel, revoke, change or withdraw that authorized person or that authorization as deemed appropriate.
  9. Review and approve contacts, affairs and register with government agencies on behalf of the Company to achieve business’ objectives of the Company.
  10. Review and approve salary adjustments, annual bonus and other compensations and benefits for the employees (except Executive Committee members).
  11. Undertake any duties or tasks assigned by the Board of Directors.

Nomination of Directors and Highest-Ranked Executive

1. Directors

According to the Company’s rules, at each Annual General Meeting of Shareholders, one-third of the directors - or the number nearest to one-third if the number is not a multiple of three - must retire from office. The directors who have been in office the longest shall retire first. Retiring directors may be re-appointed.

The Board of Directors established the Nomination and Remuneration Committee to select and review qualified candidates nominated to the position of director conforming to regulatory statutes of the Company and agreed by the Board of Directors before proposing to the Shareholders’ Meetings for approval.

Nomination of directors must be in line with the following rules:

  • A Director may or may not be a shareholder.
  • The Company shall appoint not less than 5 directors; not fewer than half of all directors shall reside in the Kingdom of Thailand.

The Company also specified the structure of the Board of Director in conformity with good corporate governance policies ie. the Board of Directors shall consist of independent directors at least one third of the number of the directors in the Board of Directors.

• The Board of Directors

The Nomination and Remuneration Committee is responsible for searching and nominating suitable persons to hold director position. The Nomination and Remuneration Committee must review the qualifications of the candidates with respect to the Company’s strategies and in conformity with structure and component of the Board as specified by the Board of Directors. The candidate must be qualified in terms of knowledge and skills, experience, expertise, devotion and must have other qualifications complying with Public Limited Company Act 1992 (and its amendments), Securities and Exchange Act 1992 (and its amendments), related announcements from the Securities and Exchange Commission and the Capital Market Supervisory Board. In any case, appointment of the directors must be approved Board of Directors meetings and/or shareholders meetings (depending on the case).

• Independent Directors

For the selection and nomination of the Independent Directors member, the suitable candidate have good qualifications in conformity with the definition of Independent Directors according to the rules and principles set by the Securities and Exchange Commission and the Stock Exchange.

Qualifications of Independent Directors

Number of independent directors must be at least one third of the total number of directors of the Company and not less than three and must have qualifications conforming to these requirements:

  1. Holding not more than 1 percent of the Company’s shares with voting rights, or that of any subsidiary, affiliated company, major shareholder or controlling person of the Company, which shall be inclusive of the shares held by any related person of such an independent director;
  2. Neither being nor having been an executive director, an employee, a staff member, an adviser who receives a regular salary, or a controlling person of the Company, subsidiary company, associated company, subsidiary company at the same level, major shareholder or controlling person of the Company unless the foregoing status has ended for more than 2 years except the case that the independent director used to work for or be an advisor to an government agency who is the majority shareholder or the controlling person of the Company;
  3. Not being a person related by blood or registration under law, such as father, mother, spouse, sibling, or child, including the spouse of a child, of other director, any executive, major shareholder, controlling person or person to be nominated as a director, an executive or a controlling person of the Company or subsidiary company;
  4. Neither holding nor having held a business relationship with the Company, subsidiary company, associated company, major shareholder or controlling person in a manner which may interfere with his/her independent judgment, and neither being nor having been a substantial shareholder or a controlling person of any person having a business relationship with the Company, subsidiary, affiliated company, major shareholder or controlling person unless the foregoing relationship has ended for more than 2 years.
  5. Neither being nor having been an auditor of the Company, subsidiary company, associated company, major shareholder or controlling person, and not being a substantial shareholder, controlling person, or partner of an audit firm which employs auditors of the Company, subsidiary company, associated company, major shareholder or controlling person unless the foregoing relationship has ended for more than 2 years;
  6. Neither being nor having been any professional adviser including legal adviser or financial adviser who receives an annual service fee exceeding Baht 2 million from the Company, subsidiary company, associated company, major shareholder or controlling person, and not being a substantial shareholder, controlling person, or partner of the professional adviser, unless the foregoing relationship has ended for more than 2 years;
  7. Not being a director who has been appointed as a representative of the Company’s director, major shareholder, or shareholder related to the major shareholder;
  8. Not undertaking any business the nature of which is the same as that of the Company or subsidiary company and which, in any material respect, compete with business of the Company or subsidiary company or not being a substantial partner in the partnership, a director who is involved in management, an employee, a staff member, an adviser who receives a regular salary, or a shareholder holding more than 1 percent of shares with voting rights of a company undertaking any business the nature of which is the same as that of the Company or subsidiary company and which, in any material respect, compete with business of the Company or subsidiary;
  9. Not having any characteristics that prohibit the expression of independent opinion towards the Company’s business undertakings.
  10. The tenure of an independent director shall not exceed nine years from the date of their first appointment.

2. Highest-Ranked Executive

To seek and nominate highest-ranked executive or Chief Executive Officer, the Executive Committee will be responsible for preliminary assessment to find a qualified person with relevant knowledge, skills and experience and thorough understanding of the business sufficient to manage the business to attain its objectives and targets as envisioned and set by the Board of Directors. Then, the Executive Committee will nominate the person to the Nomination and Remuneration Committee and the Board of Directors for their approvals.

Corporate Governance of Subsidiaries

With regard to corporate governance of its subsidiaries, the Company appoints a representative to be a director/executive in the subsidiaries and associated companies based on the shareholding structure of each company. The appointed person shall be nominated and approved by the Board of Directors and shall possess suitable qualifications and experience to manage that respective subsidiary and associated company.

Moreover, the appointed person shall have adequate qualifications and experience to ensure that the business doing of the subsidiary/associated company is in line with the Company’s policies and in accordance with related laws, objectives, rules and consensus from shareholder meetings. The appointed person shall supervise the subsidiary/associated company with honesty and prudence as well as keep shareholders’ interests at heart. Besides, the representative shall ensure the completeness and accuracy of the disclosure of financial information and business performance regarding transactions with related parties, acquisition and disposal of assets or any important transaction.

The appointed representative shall monitor the business doing of the subsidiary/associated company closely and present business performance as well as recommendations on business policies to the Board of Directors of the Company and/or the subsidiary/affiliated company in order to achieve highest benefits and sustainable growth of the business.

Control of Internal Information

Internal Information supervision and control are considered a part of good corporate governance that the Company gives full attention to. Policies related to preventing the misuse of internal information that have or may have an impact on the Company’s securities prices are imposed as a guideline and a measure to prevent internal information or important confidential information not disclosed to the public for personal benefits or benefits or others. This is in accordance with rules and regulations stipulated by the Stock Exchange of Thailand, the Securities and Exchange Commission and other related rules and regulations. Policies are summarized below.

  1. The Office of Company Secretary is responsible for educating directors and executives about the duty to report their securities holding and the holding of their spouse and minor children to SEC pursuant to Section 59 and penalty provisions under section 275 of the Securities and Exchange Act B.E.2535 (include the amendment) and to report the acquisition or disposition of the holding of their spouse and minor children to SEC under Section 246 and the penalty provisions under Section 298 of the Securities and Exchange Act B.E.2535 (include the amendment).
  2. Directors and executives of the Company including their spouses and minor children must prepare and disclose reports related to the holding of securities and the changes in the Company's securities holdings to SEC pursuant to Section 59 and Section 246 which must inform corporate secretary who has duty assigned by Board of director to be acknowledged at least 1 day in advance before transaction incurred and send copies of this report of changes in securities holding in the Company to the Company the same day that the reports are submitted to SEC.
  3. Directors, consultants, employees, persons working for the Company, related parties as well as other persons receiving internal information such as auditors, financial advisors and legal advisors must be careful when trading securities of the Company in the last month before the financial statements or internal information is disclosed to the public. And during 24 hours after the information of the Company has disclosed to the public those related to inside information must not disclose it to anyone unless they have indicated that data to the Stock Exchange of Thailand.
  4. Directors, consultants, employees, persons working for the Company, related parties as well as other persons receiving internal information such as auditors, financial advisors and legal advisors are prohibited from using the information that hasn’t been disclosed of the Company that affects stock prices of the Company, which they have learned by their positions or statuses to purchase, sell, offer to buy or sell, persuade others to buy or sell, offer to buy or sell shares or other securities of the Company (if any), whether directly or indirectly, in a manner that is likely to cause damage to the Company whether directly or indirectly. And whether such action would benefit themselves or others or would not benefit themselves or others.
  5. Directors, consultants, employees, persons working for the Company, related parties as well as other persons receiving internal information such as auditors, financial advisors and legal advisors are prohibited from disclosing confidential business information of the Company to external parties especially competitors even after the termination of their positions and referring to external parties for their personal benefits and/or benefits of related parties.
    Disclosure of information must conform to information disclosure policies. Employees in general have no duty related to information disclosure. In case of inquiry of information beyond their duties, employees shall suggest the inquirer to ask responsible persons directly for the purpose of information accuracy and alignment.

The Company has procedures to control and manage internal information or confidential information that affects stock prices as follow

  1. Establish internal control systems to prevent internal information leakage
  2. Safe keep the list of internal persons involved in the transaction that affects stock prices and not disclosed to the stock market (“Confidential Transaction”)
  3. Ensure that directors, executives and employees involved in confidential transaction are fully aware of their duties in treating internal information.
  4. Provide confidentiality agreement for consultants and other vendors (combined as “consultant”) and have them confirm that policies and systems are in place to comply with the agreement before granting access to the confidential information.
  5. In case that a market sounding is required for the confidential transaction such as a capital increase or a tender offer, the Company shall have a full understanding of processes and plans as well as ensure an adequate information disclosure and prevent the misuse of confidential information.

Information on Changes in Securities Holding of Directors and Management of the Company in 20181/

Unit: Percentage

Director/Management Previously held Acquisition Disposal Number of Shares as of 29 June 2018
1. Mrs. Kaisri Nuengsigkapian 2,042,200 492,300 0 2,534,500
2. Ms. Sunee Seripanu 363,700,620 2,501,400 0 366,202,020
3. Mr. Virach Seripanu 14,800,000 0 0 14,800,000
4. Mr. Somchai Apiwattanapron 0 0 0 0
5. Mr. Supasask Chirasavinuprapand 0 0 0 0
6. Mr. Surasak Khaoroptham 0 0 0 0
7. Mrs.Chananyarak Phetcharat 60,000 0 50,000 10,000
8. Mr. Lucksananoi Punkrasamee 0 0 0 0
9. Mr. Bundit Praditsuktavorn 0 0 0 0
10. Ms. Vorarat Laohathanakul2/ 0 0 0 0
11. Ms. Piangkwan Seesutipo 0 3,000 0 3,000
12. Mr. Nopadol Tangdenchai 0 10,000 0 10,000
13. Mr. Sakesan Serksiri3/ 0 0 0 0

Remark:

1/ Number of common shares held by directors and management in the table already includes number of shares held by their spouses and minor children
2/ Ms. Vorarat Laohathanakul resigned from the Company on 11 April 2018
3/ Mr. Sakesan Serksiri has been appointed as the management team on 1 May 2018

Compensation to Auditors

The annual General Shareholder Meeting of 2018 appointed E Y Office Company Limited with Ms. Rungnapa Lertsuwankul Reg. No 3516, and/or Ms. Pimjai Manitkajohnkit Reg. No 4521, and/or Ms. Rosaporn Decharkom Reg. No 5659, and/or Ms. Sumana Punpongsanon Reg. No 5872 and/or Ms. Orawan Techawattanasirikul Reg. No. 4807 as auditor of the Company for 2018. Audit fees that the Company paid E Y Office Company Limited This can be divided into 0.88 million baht fee for the Company, 1.52 million baht for subsidiaries and 0.14 million baht for Joint Venture Company. Apart from the stated fees, one of subsidiaries also paid non-audit fees to E Y Office Company Limited.for the audit of compliance to promotion certificate conditions for the year ending 30 June 2018 with the amount of 0.16 million baht.

Other Good Corporate Governance Practices

For the past year, the Company has committed to strictly comply with good corporate governance practices for listed companies as guided by the Stock Exchange of Thailand as well as continuously pursue its corporate social responsibility endeavors.

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