Every shareholder is regarded as company’s owner who is having the equitable rights. These treatments are rights to buy/sell/transfer shares, rights in company’s pro fit and dividends, rights to receive timely and sufficient information through appropriate accessible channels, which in turn will result in the decision on the director voting, nomination of the auditors, and rights to attend the meeting for any voting.

The company recognizes the importance of the equal rights of all minor shareholders and institutional investors. Also, the company always ensures that all shareholders’ right are protected and fairly treated:

  1. Promote shareholders to exercise their rights
  2. Prevent any actions which will interfere or deprive other shareholder’s rights
  3. Promote and provide adequate information to all shareholders
  4. Set up preventive actions on any abstinence of the usage o f internal information for one’s benefit
  5. Channels for all shareholders to report if ones find that t here might be any consequences toward ones’ benefits.
  6. Promote the right to participate in shareholder’s meeting, whereby in each meeting the company will:
    1. nform the shareholders prior to the meeting on rules and procedures of the meeting, right voting procedures.
    2. The company will distribute adequate and necessary information in a timely manner prior to the meeting. The information will be displayed in company’s website prior to distributing the relevant documents to the shareholders. This enables shareholders to gain quick access to the meeting details prior to the meeting.
    3. Proper registration will be provided to accommodate the shareholders
    4. Facilitate and provide appropriate accommodation to all shareholders.
    5. Prepare proxy form in the format to facilitate the voting
    6. Nominate at least 2 independent directors as an alternative for the shareholders to give a proxy to.
    7. Clear procedure to allow minor shareholders to propose agenda, nominate candidates for directorship, and submit any queries in advance.
    8. Create an open atmosphere to allow shareholders to give opinions or suggestions, and ask queries during the meeting
    9. Promote the use of voting cards on any important agenda
    10. Promote the attendance of all directors and all chairmen of sub committees to attend every meeting.

The company places importance on the rights of all stakeholders of the company both internal stakeholders, i.e. shareholders, executives, staff, or external stakeholders, i.e. creditors, partner, competitor, government, society and public, etc. Company believes that by receiving any suggestions from all stakeholders will in turn benefit company’s performance and further result in the business development. All laws and related procedures on stakeholders’ rights will be taken in a good care. The roles of stakeholders can be summarized as follows

  1. Shareholders

    The company places an importance on transparency, morality and ethics. Sustainable growth is placing at the heart aiming for good business performance as a result. This, in turn, enables reasonable and sustainable growth to shareholders and investors’ investment. The company treats all shareholders with equitability by promoting all directors, executives and staff to be fair, careful and attentive to all the steps of work which as a result will generate the highest benefits toward shareholders.

    The company will consistently and completely disclose company’s status, performance, financial statement, and relevant information by informing both positive and negative future trends with facts. All data will be supported by reasonable supportive information. No undisclosed confidential data which can result in conflicts of interest will be used for the benefit of oneself or other parties.

  2. Clients

    Company has regarded customer satisfaction as a key, thus the company has outlined the policy to provide effective and quick services to serve the needs of its clients. The company will always protect clients’ image by work with the clients on providing the best solution to them and related parties. Also, human development will continuously be improved in order to promote the best quality services.

  3. Business Partners and/or Creditors

    The company promotes the good relationship with business partners and/or creditors by operating under supportive basis, and fairly treatment to all business partners and/or creditors whereby maximizing the company’s benefit. For mutual benefit, any situation which can result in conflict of interest will be avoided and strictly comply with all commitments whereby no deceitful actions will be performed. In any case, if the company finds that there are any deceitful actions being taken, the company will declare those actions to business partners and/or creditors, in order to coordinately fix the issues in a fairly and timely manner. All agreed commitments will be strictly complied, in the case that any commitments are broke, the company will immediate inform business partners and/or creditors.

  4. Competitors

    The company strictly follows the rules of competition, avoids any inappropriate or corrupted methods in accessing competitors’ information. The company will run the business based on good code of conduct towards its competitor by not destroying competitors’ reputation in an inappropriate way.

  5. Employees

    The company gives priority to the employees who are the most critical resources, and who has supported and drove the company’s performance toward the goals. Thus, the company promotes the campaign to promote appropriate recruitment, wellbeing of the employees by providing appropriate benefits, opportunity in career growth and arrange good ergonomics in the workplace. Clear compliance to laws and procedures will be adhered to ensure that the employee will work in a safe environment both towards employee’s health and assets. The company treats every employee equitably, fairly, and provides suitable remuneration. Job promotion and rotation as well as rewards and punishment will be conducted fairly, and provides suitable remuneration. Job promotion and rotation as well as rewards and punishment will be conducted fairly, and opportunity will be given thoroughly to all staff as per the performance. No unfair treatments which can result in the job security or any threatening to pressure the employees will be performed. The employees have rights to make a compl ain if they do not receive fair treatment in the sp ecified procedure, and it is a must that the company will listen for all the opinions and suggestion from every employee.

  6. Government

    The company will run the business, along with promoting and developing the country, by adhering to any related laws, rules, regulations and any procedures.

  7. Society, Community and Environment

    The Company continuously engages in activities that enhance quality of life of the society, community and environment by promoting all standards related to security, sustainability, sanitation and environment. The company recognizes and reinforces the importance of social environmental responsibilities and supporting the improvement towards sustainable society, environment, and better quality of life according to rules and regulations outlined by the regulatory authority. The company addresses the importance of social responsibilities by aiming to promote the community and social development as well as conservation of natural resources.

The company ensures the information disclosure and transparency of both financial related and non-financial related information with below principles:

  1. All disclosed information to shareholders, investors, and public need to be accurate, complete, transparency, timely and adhere to all related rules and regulations, covering financial information, annual financial statement, annual reports and all other information.
  2. Disclosure channels will be easily and equitably accessed by all shareholders, investors and public.
  3. Always revise important information to be up-to-date and always evaluate the performance of the disclosure procedure.
  4. Set up responsible team to take care of the fair and transparency of the disclosure. The team will receive and coordinate on the information disclosure, create a good relationship between the company, shareholders, investors, analyst and all related functions. Information technology team is set up to internally distribute the company update.
5.1 Board of Directors

The Board of Directors comprises of personnel with various knowledge, capability and experience. As mandated, the company has at least 5 directors and not greater than 12 directors whereby one of the directors needs to have expertise in accounting and finance.

  1. The independent directors should be at least 3 persons, or one thirds of the Board of Directors.
  2. All directors including independent directors should have qualifications as per mandated by related laws and procedures set by the company’s governance committee and under good corporate governance. Directors should be personnel with knowledge, capability and experience beneficial to the business operations, and should be recruited through the recruitment process of the Nomination and Remuneration Committee.

However, all appointed directors need to have qualifications as p er mandated by company’s rules and related law. The remuneration process should be transparent and clear. The nomination and remuneration committee will need to study the detailed qualifications of the nominated directors including their education background and experience, which will support the better decision making by the Board of Directors and shareholders. Further, the position term will be as per specified in company’s regulations, and the directors that leave their positions may be re-appointed.

  1. Charter or responsibilities of the Board of Directors
    1. Operate the business in accordance with laws, objectives and regulations of the company, including to all the resolution of the shareholder’s meeting with integrity, carefulness, and always operate in a way to protect the interests of the company and shareholders.
    2. Power to appoint number of directors and/or the executives as company’s management team, thus, to perform the tasks assigned from the Board of Directors. Further, the Board of Directors also has power to appoint Chief Executive Officer and other committees in order to perform specific assignments on behalf of the board. However, these appointments will need to be under the Board of Director’s empowerment, and the Board can revoke, cancel, amend or change such authorities as suitable.
    3. Authority to appoint sub committees, such as Nomination and Remuneration Committee, Risk Management Committee, Executive Committees. Further, the Board of Directors can appoint Chairman of the sub committees to support the appointed committee as appropriate. At all time, the performance of sub committees will be tracked and evaluated.
    4. Set goal, approach, strategy, business plan, and company’s budget, including the supervision and monitoring of the management team, sub committees, and other related persons’ performance on any assignment.
    5. Evaluate, verify and approve policy, directions, strategy, business plan, and mega investments proposed by the management team. Also, revise critical policy and business plan to be up-to-date and suitable per the current business environment.
    6. Consistently monitor the company’s performance to be in accordance with the plan and budget.
    7. Approve for any investment in business expansion, including investment in any joint venture with other business operators or companies.
    8. Determine the management strategy of the subsidiaries and/or associating companies.
    9. Outline the company’s regulations.
    10. Evaluate and approve key business of the company as appropriate under the assumptions that the decision is based on the best benefit provided to the company. However, the Board is not authorized to perform the following actions, unless approval from the shareholder’s meeting is received. In the event that any directors or the delegates or the persons who might have conflicts against the company (according to the announcement of The Office of the Securities and Exchange Commission and the Stock Exchange of Thailand) or process any conflict of interest against the company and/or its subsidiaries and/or the company which relates to the directors or the delegates, the Board will not have authority to approve such topics.
      • Resolution from shareholder’s meeting is required for any topic specified by law.
      • Resolution from shareholder’s meeting is required for any issue whereby the directors have conflict of interest or under the scope of law or under the rules of Stock Exchange i.e. the conected transaction, asset acquisition and deposition according to rules of The Office of the Securities and Exchange Commission and the Stock Exchange of Thailand

      The below agenda must be approved by the majority votes from the attended directors in the Board’s meeting, and no less than75% of total votes from the attended shareholders with voting right in shareholder’s meeting.

      • Sales or transfer of total or some essential parts of the business
      • Acquire or obtain other companies
      • Enter, amend or terminate any contract either the whole or essential parts of the company’s leasing. Appointing other individual to manage company’s business or merge the business under the purpose of personal benefit sharing.
      • Amendment of the Memorandum of association or the regulations
      • Capital increase, capital decrease, and debenture issuance
      • Enter or terminate the merger of the business
      • Other mandates as prescribed by law under security section and/or regulation of the stock exchange need to be approved by the Board’s meeting and shareholder’s meeting with majority votes.

      The below agenda must be approved by the majority votes from the attended directors in the Board’s meeting, and no less than75% of total votes from the attended shareholders with voting right in shareholder’s meeting.

    11. Authorized to provide the reports and financial reports to shareholders and stakeholders or investors in a timely manner and as per prescribed by law. The Board of Directors has to acknowledge the audit report provided by audit committee, the internal audit, the auditors and the supervisor. The Board of Directors shall consider on the adjustment of the problems.
    12. The independent directors and non-executive directors shall be independent to evaluate the strategy, management, resources usage, director nomination, standard of business performance, and shall oppose if found any wrongdoings by any directors or management team.
    13. Appoint Company Secretary as per mandated by the Stock Exchange in order to oversee the related laws and regulations, prepare and manage the documents of the Board of Director’s meeting and related confidential documents, Board of Directors’ activities, and coordinate for the actions from the Board of Director’s meeting resolution.
    14. Responsible for the proper accounting system and auditing, and also monitor the proper internal audit system and place importance to the efficiency of the internal control system
    15. Arrange appropriate and efficient risk management system in order to be abl e to evaluate and manage the critical risk
    16. Arrange good corporate governance conduct and ethics and setguidelines for the directors and staff. Promote and communicate to all st aff in the company to adhere to the guidelines.
    17. Set up clear and transparent process for the connected transactions
    18. Clear procedures for audit committee to report any suspicious activities or actions which might significantly impact the financial statement or company’s performance to the Board of Director. The Board of Directors will need to amend those issues in a timely manner as per advised by the audit committee.
    19. Update and revise the company’s Charter to be up-to-date
    20. Declare the shares held under themselves, their spouse and child(ren) under the legal age in Board of Director’s meeting on a monthly basis, and need to immediately inform the company if:
      • The directors or related persons are having any conflicts on the management of the company or its subsidiaries.
      • The directors or related persons are holding the company’s or its subsidiaries’ shares.
    21. Prohibited to disclose internal information to third party and no trading of the company’s shares within 1 month before publication and 3 days after publication of the company’s financial statement.
    22. The Board of Directors can hire external consultant to provide the business comment at the company’s expense
    23. Perform any duties as per delegated by the shareholders
  2. The Board of Director’s meeting
    1. The Board of Directors has schedule the meeting every 3 months, and schedule the meeting in advance for a year, and might arrange special meeting as per necessary.
    2. Chairman of the Board of Director, Chief Executive Officer, or Managing Director will be responsible for meeting invitation and meeting agenda. The company secretary shall send the notice of the meeting according to the agendas and supporting documents at least 7 days in advance prior to the meeting in order that the Board of Directors shall have sufficient time to consider the matters before the meetings.
    3. Chairman of the board will conduct the meeting and responsible for the proper discussion time for each agenda. The meeting will be conducted to facilitate and encourage the different opinions for the profits of the shareholders and stakeholders, also allow management team to present important information for particular agenda.
    4. The company secretary has duty to prepare minutes of the meeting and distributed within 14 days and shall store the meeting documents and related supporting documents, and coordinate with related stakeholders.
5.2 Sub Committees

The Board of Directors has established sub-committees to assist the board in overseeing matters in details, namely:

5.2.1 Audit Committee

As of 31 December 2017, the audit committee consists of 3 directors as follows:

No. Name Position
1. Mr. Chanon Chotevijit Chairman of the Audit Committee
2. Air Chief Marshal Arnon Jarrapun Audit Committee
3. Mr. Teeranut Thangsatapornpong1/ Audit Committee

Remarks: 1/ Audit committee who has expertise and experience in reviewing company’s financial statement.

  1. Recruitment process

    Audit committee is a part of the Board of Directors, whereby at least 3 directors should be appointed, and one director should have expertise and experience in accounting/ finance. Audit committee should be independent as per mandated by the Office of the Securities and Exchange Commission. Audit committee has authority as per mandated in the Charter.

  2. Charter or responsibilities of the audit committee
    1. Review the accuracy and adequacy of the company’s financial reporting, coordinate with auditor and executives who are in charge of the quarterly and yearly financi al statements, review whether the company has an appropriate and effective standard of financial statements and reports, any changes of important accounting policy, and also on the opinions related to accounting policy as raised by the Board of Directors, prior to publish the figure to investors and shareholders.
    2. Review whether the company has an appropriate and effective internal control system and internal audit procedure and evaluate. Work together with external auditor and company’s internal auditor on the annual audit plan review to ensure and evaluate if there are any issues or limitations of the financial audit. Further, outline the control over the electronically processing and prevent the fraudulent actions or any misuse of the computer network by the st aff or any stakeholder. All members of the audit committee must be independent director and shall appoint, transfer or terminate the Chairman of the audit committee or any related committees.
    3. Review the company’s compliance with the Securities and Exchange Act, SET regulation, and relevant laws relating to the company business. Also, responsible to act upon any rules and regulations mandated by The Office of the Securities and Exchange Comm ission and the Stock Exchange of Thailand.
    4. Nominate and appoint the independent auditor to review the reliability of financial report. Also, responsible for the review of the compensation of the auditor by taking into account of the creditability, resources, quantity of the work, experience of the assigned auditor. Further, shall participate with the auditor in the meeting without the Company’s management at least once a year.
    5. Shall provide opinion on the connected transactions and/or the acquisition or disposition of companyor its subsidiaries’ asset and shall disclose the accurate and completed company’s connected transactions and any conflict of interest transactions. Approve those agenda and present to the Board of Director and/or shareholder’s meeting under the assumptions in accordance to related laws and undergo for the best benefits of the company.
    6. Prepare the audit committee report and disclose the said report, signed by the Audit Committee Chairman, in the annual report. The audit committee’s report should contain at least the following information:
      • Opinion on the accuracy, adequacy and reliability of the company’s financial report
      • Opinion on the company’s internal control system
      • Opinion on the company’s compliance with the Securities and Exchange Act, the SET regulations, and the relevant laws relating to the Company’s business
      • Opinion on the appropriation of the external auditor
      • Opinion on transactions that may cause conflict of interests
      • The frequency of Audit Committee meetings and the participation of each member
      • Opinion or raise any points on which the audit committee obtains from the duties according to the charter
      • Other reports which shareholders and general investors should know under the scope of duties and responsibilities assigned by the Board of Directors
    7. The audit committee shall responsible for any duties assigned by the Board of Directors and reports such matters on those assigned duties to the Board of Director in timely manner:
      • Conflicts of Interest
      • Fraud or irregularity or a significant deficiency in the internal control system
      • Infringement of the Office of the Securities and Exchange Commission act and/or the Stock Exchange of Thailand Regulations, or relevant laws related to the company business.
      • Other reports which the Board of Directors shall know

      If the auditor reports the issues which can significantly impact the company’s financial statement and business performance to the Board of Director and Executives on the solutions, however,if the Board of Directors or the management fails to seek an improvement within a reasonable period, any member of the audit committee shall report such matt er directly to the Office of the Securities and Exchange Commission and/or Stock Exchange of Thailand.

    8. If the auditor finds suspicious circumstances in which a director, manager or responsible person in the company committed an offense under the l aw and Securities and Exchange Act section 281/2 clause 2, section 305, section 306, section 308, section 309, section 310, section 311, section 312 and section 313, the audit committee should initial investigate such matter and shall report the primary result to theOffice of the Securities and Exchange Commission and the auditor within 30 days of being informed.
    9. Audit committee has authority to seek external independent opinion at the expense of the company.
    10. Audit committee has authority to invite the management or other related stakeholders to participate in the meeting or to provide related information or to obtain any information from any departments to supplement any auditing agenda.
    11. Occasionally review and update the charter of audit committee, and present to Board of Directors for approval.
    12. Perform any other duties as assigned by the Board of Directors and/or as per the opinion from the audit committee such as review the financial management policy and risk management procedures, revise the management code of conduct documented in reports published as per the required laws i.e. Management discussion and analysis. However, the interested audit committee or any delegates shall not have the right to vote in the agenda whereby the interested audit committee or any delegates or any conflict st akeholders according to the Office of the Securities and Exchange Commission and/or Stock Exchange of Thailand,have conflict of interest or connected transactions against the company and/or its subsidiaries and/or its associated companies.
    13. The audit committee shall have responsibilities to the Board of Directors, whereby the Board of Directors shall have responsibilities to the public.
5.2.2 Nomination and Remuneration Committee

As of 31 December 2017, the nomination and remuneration committee consists of 3 directors as follows:

No. Name Position
1. Air Chief Marshal Arnon Jarrapun Chairman of Nomination and Remuneration Committee
2. Mr. Chanon Chotevijit Nomination and Remuneration Committee
3. Mr. Teeranut Thangsatapornpong Nomination and Remuneration Committee
  1. Recruitment process

    Nomination and remuneration committee consists of at least 3 directors. The committee shall determine the company’s rules on nomination and remuneration for the Board of Directors and sub-committees of \ the company. The nomination and remuneration committee shall nominate suitable directors and present to Board of Director for further presenting for the approval in the shareholder’s meeting and determine the compensation for each committee.

  2. Charter or responsibilities of the Nomination and Remuneration Committee
    1. Determine and set appropriate remuneration policy and guideline for Executive committees and subcommittees nomination
    2. Determine the structure, size and duties of the Board of Directors and sub-committees to be suitable for the company’s strategy and the business environment.
    3. Determine the qualification of the directors by taking into accounts of the knowledge, expertise, and experience qualification of the directors in order to preserve the highest benefit for the company.
    4. Determine the qualification of the indep endent directors to be suitable for the business specific structure and to be as per mandated by the Office of the Securities and Exchange Commission and the Stock Exchange.
    5. Nominate and propose the suitable managers, managing directors, senior managers to the Board of Directors.
    6. Nominate and propose the suitable sub-committees to the Board of Directors as per appropriate or when if there is a vacancy.
    7. Regular review the succession plan of the Chairman of the Board of Directors, occasionally revise the successor list, and nominate to the Board of Directors whenever the position is vacant.
    8. Determine the remuneration packages for the Board of Directors, Executives Committee and the Chief Executive Officer both in cash and non-cash compensation, to comply with the company’s performance by comparing the compensation packages against the industry peer. Proposer the remuneration packages to the Board of Directors and/or the shareholder’s meeting for further approval. The authority also covers those for the subsidiaries.
    9. Determine the nomination and remuneration of the management team, covering for managing director position and above. Also, propose the policy and procedure of remuneration of the management team and those of the subsidiary companies.
    10. Authorize to determine the remuneration packages, annual salary increase of the executives, bonus and other compensations.
    11. Report the performance to the Board of Directors at least once a year.
    12. Nomination and remuneration committee has authority to seek external independent opinion as appropriate at the expense of the company.
    13. Occasionally review and update the charter of nomination and remuneration committee, and present to Board of Directors for approval.
    14. Perform other duties as assigned by the Board of Directors
    15. Present the above topics number 1-10 to the Board of Directors and/or shareholder’s meeting for further approval

However, the interested nomination and remuneration committee or any delegates shall not have the right to determine any compensation packages for the interested audit committee or any del egates or any conflict stakeholders according to the Office of the Securities and Exchange Commission and/or Stock Exchange of Thailand who are having benefits or conflicts of interest against the company and/or its subsidiary companies and/or associated company. The nomination and remuneration committee will need to propose the agenda to the Board of Directors and/or the shareholder’s meeting for further approval

5.2.3 Executive Committee

As of 31 December 2017, the executive committee consists of 8 directors as follows:

No. Name Position
1. Mr. Suksan Yasasin Chairman of Executive Committee
2. Mr. Seksan Rangsiyeranon Executive Director
3. Ms. Siriphan Juntip Executive Director
4. Mr. Kitti Tungsriwong Executive Director
5. Mr. Nottapol Thipchatchawanwong Executive Director
6. Ms. Naowarat Sangkrot Executive Director
7. Mr. Thakrit Jarasthanakij Executive Director
8. Mr. Pramote Yimlamai1/ Executive Director

Remarks 1/ The resolution from the 5th CHAYO Board of Director meeting 5/2017 dated 15 August 2017 was to appoint Mr. Pramote Yimlamai who previously was the nomination and remuneration committee as CHAYO’s executive director.

  1. Recruitment Process

    The executive committee is the sub-committee appointed by the Board of Director, which consist of total of 8 persons. The Board of Directors has outlined the responsibilities of the executive committee in the charter.

  2. Charter or responsibilities of the Executive Committee
    1. Responsible for analyzing the strategy, business plan, budget, decision of upcoming projects prior to presenting to the Board of Directors for approval.
    2. Monitor the performance as per the laws, and manage the company as per vision, mission, strategy and Board of Directors’ initiatives, according to laws, rules and regulation of the company and related regulatory authorities.
    3. Oversee the business, direct the process of approval, and tracking on the defined actions prescribed in the executive committee’s rule i.e. any activities apart from the business operations such as any investment that requires lump sum of investment, new products launch, joint venture, lending or guarantee
    4. Provide opinion to the Board of Directors on the dividend payout policy.
    5. Review and approve the investment and the acquisition and disposition of the assets under the approval of the management team as per the guidelines on acquisition and disposition of asset for the listed company.
    6. Ensure the efficiency of the operation and management in order to best benefit the shareholders.
    7. Opinion and provide rationale on the agenda which requires Board of Directors’ approval, except on any activities whereby the Board of Directors has already assigned to other committees.
    8. Occasionally report the business performance to the Board of Directors, including notify the Board of Director for any important matters.
    9. Evaluate the performance on an annually basis.
    10. The Executive Committee has authority to seek external independent opinion as appropriate at the expense of the company.
    11. Occasionally review and update the charter of executive committee, and present to Board of Directors for approval.
    12. Perform other duties as assigned by the Board of Directors
5.2.4 Risk Management Committee

As of 31 December 2017, the risk management committee consists of 6 directors and executives as follows:

No. Name Position
1. Mr. Teeranut Thangsatapornpong Chairman of Risk Management Committee
2. Mr. Suksan Yasasin Risk Management Committee
3. Ms. Siriphan Juntip Risk Management Committee
4. Mr. Seksan Rangsiyeranon Risk Management Committee
5. Mr. Nottapol Thipchatchawanwong Risk Management Committee
6. Mr. Kitti Tungsriwong Risk Management Committee
  1. Recruitment Process

    The risk management committee comprises of the chairman of the committee, directors or independent directors, managing director, senior executive vice president,C hief Financial Officer and appropriate management team, with the authority prescribed in the charter.

  2. Charter or responsibilities of the risk management committee
    1. Outline the policy to present to Board of Directors on the risk management and the control on all critical foreseen risks.
    2. Define the strategy to be consistent with the risk policy. Evaluate, track and monitor the risk to be at appropriate level.
    3. Review the sufficiency of the risk management policies, maintain the efficiency of the system and the action toward the policies, also governing and monitoring the overall risk level of the business.
    4. Monitor, keep track and revise the critical risk reporting. Advise and provide opinion in the risk evaluation, risk standard and risk mitigation plan, to ensure the efficiency of the risk management of the company, ascertain the risk policy is appropriate to the business operations and able to manage the risk at the acceptable risk as per outlined in the risk policy.
    5. Occasionally review and update the charter of the risk management committee to be efficient, consistent with the company’s risk policy and the rapid changes of the business environment.
    6. Provide supports and tools on risk management development to all departments in the organization with efficiency. Occasionally promote and support the development of the risk management.
    7. Report the important risk management issues to the Board of Directors, in the case whereby any factors or situations can significantly impact the company.
    8. Occasionally exchange information and coordinate with the audit committee on the risk and internal control.
    9. The Risk Management Committee has authority to seek external independent opinion as appropriate at the expense of the company.
    10. Occasionally review and update the charter of the risk management committee, and present to Board of Directors for approval.
    11. Perform other duties as assigned by the Board of Directors
5.2.5 Corporate Governance Committee

As of 31 December 2017, the corporate governance committee consists of 4 directors and executives as follows:

No. Name Position
1. Mr. Teeranut Thangsatapornpong Chairman of the Corporate Governance Committee
2. Mr. Suksan Yasasin Corporate Governance Committee
3. Ms. Siriphan Juntip Corporate Governance Committee
4. Ms. Auntikorn Phichetkorn Corporate Governance Committee
  1. Recruitment Process

    Corporate governance committee consists of at least 3 persons to outline and report the good corporate governance to the Board of Directors. The committee shall monitor the performance of the directors and management team to be as per the policies and shall have authorities as per mandated in the charter of the corporate governance committee.

  2. Charter or responsibilities of the corporate governance committee
    1. Outline corporate governance guideline and policy to be transparent, efficient and verifiable in order to further present to the Board of Directors.
    2. Monitor and ensure that the performance of the directors and management team strictly comply with good corporate governance, Stock Exchange’s corporate Governance Code and related laws.
    3. Coordinate with the compliance team on theprinciples of the corporate governance code for Listed Companies 2017: Good Corporate Governance or any updated version as per outlined by the Stock Exchange of Thailand.
    4. Review the company’s corporate governance policies in consistent with the international standard and advise from Capital Market Governance Development Division or related agencies at least once a year.
    5. Report the good corporate governance policies to the Board of Directors, providing comments, guideline and suggestion as appropriate.
    6. Meeting of the corporate governance committee shall be convened at least once at least 1 meeting per year and report the minutes to the Board of Directors.
    7. Disclosed the duties and code of corporate governance in the annual report of the company.
    8. Encourage and motivate the code of corporate governance to all executives and staff both under the company and its subsidiaries.
    9. Support and provide advice the company on the evaluation or thegovernance rating, to promote the corporate governance standard.
    10. The Corporate Governance Committee has authority to seek external independent opinion as ap propriate at the expense of the company.
    11. Occasionally review and update the charter of the corporate governance committee, and present to Board of Directors for approval.Perform other duties as assigned by the Board of Directors
    12. Perform other duties as assigned by the Board of Directors
5.3 Board of Directors of the Subsidiaries
5.3.1 Asset Management Committee

As of 31 December 2017, the asset management committee consists of 6 directors as follows:

No. Name Position
1. Mr. Suksan Yasasin Chairman of Asset Management Committee
2. Mr. Boonchai Prakongkwunchai Asset Management Committee
3. Ms. Siriphan Juntip Asset Management Committee
4. Ms. Auntikorn Phichetkorn Asset Management Committee
5. Ms. Narumol Toprapat Asset Management Committee
6. Mr. Nottapol Thipchatchawanwong2/ Asset Management Committee
7. Mr. Kitti Tungsriwong 3/ Asset Management Committee
  1. Charter or the responsibilities of the asset management committee.
    1. Evaluate the quality of secured or unsecured non-performing loans and come up with the offering price and for the purpose of further management.
    2. Analyze and evaluate the assets quality, which can be segregated into 3 parts:
      • Contracts and litigation information
      • Debtor and guarantor
      • Collateral
    3. Analyze the purchase price, whereby for unsecured debt the value should not exceed the market price, and the appraisal price, location and asset liquidity should be taken into account for the secured debt.
    4. Authorized to seek internal or external specialist for the opinion
5.4 Code of Conduct

The company aims to encourage the reliability and trustworthy, believing that in turn these actions will lead to sustainable growth and creditability from the customer, shareholders, and the public. The company has outlined the code of conduct for related stakeholders as follows:

The Company

  1. Building up the reputation of the company
  2. Adhere to the rules and regulations of the company 3. Shall pay attention and perform the works with dedication
  3. Shall pay attention and perform the works with dedication and patient
  4. Honest and loyal to the company, no false, disparaging statements on the company
  5. Inform the company on any foreseen impacts and/or misconduct or any illegal activities, in order for the company to take preventive action
  6. Shall use the company’s assets efficiently and economically, mai ntain the assets to prevent damage or loss.
  7. Shall pay attention and perform the Company’s works with dedication and patient to improve the quality, efficiency and profitability of the Company and develop the Company to the excellence.
  8. Shall be punctual and utilize the time to best serve the company. The staff shall not be the permanent or temporary staff of other companies with similar business as the company or its subsidiaries, or the competitors or having conflicts of interest against the company.
  9. Shall not disclose any confidential information, news or technology to the public.
  10. Shall not operate or invest in any activities competing with the company or perform any conflict of interest activities.
  11. Shall not vote for any agenda if foreseen any conflicts of interest.
  12. Shall maintain and create the harmony and unity among the employees for collaborative working and effective problems solving as teamwork.
  13. Shall be responsible and secure a good working environment.
  14. Coordinate and act upon the good corporate governance of the company.
  15. Not perform other duties, in the case where necessary, the below activities should not be
    • Have an effect on one’s work.
    • Violate the law or the public order or the morals.
    • Contradicting to the company’s benefit and rules.
    • Negative feedback on company’s reputation and image.
    • Disclose or misuse of company’s confidential information.

Customer

  1. Shall respect other personnel’s rights, act according to laws, timely service and treat others fairly.
  2. Shall keep client’s secrets confidential.
  3. Shall conduct themselves in such manner as to deserve the respect.
  4. Shall refrain from accepting any excessively valuable items or any benefits from the person who has business dealing with the company.
  5. Avoid all circumstances which can lead to the conflicts of interest against the customers.

Employee

  1. Shall be disciplined and behaved, and not involve in any gambling.
  2. Shall keep one’s words and do what one has promised.
  3. Shall develop and improve the skills, knowledge and capabilities.
  4. Shall perform duties with honesty and not perform any activities for one’s own benefits.
  5. Shall not utilized company’s assets and procedures inappropriately.

Responsibility for the Partners and Creditors

Shall avoid any actions leading to the damage of company’s image, reputation or any unlawful behavior. The suppliers and creditors shall be treated equally and fairly based on mutually fair return. The company believes that the partner is main factor for the company’s value creation, thus, the company shall strictly act upon the agreed arrangement, for example, principle and interest repayment and collateral management.

Supervisor and Co-worker

  1. Shall coordinate and assist each other
  2. Shall respect the supervisors
  3. Shall respect and be compassionate to the subordinates
  4. Shall share the skill and experience to the co-workers
  5. Shall avoid accepting valuable gifts from the co-workers and subordinates
  6. Shall not destroy the co-worker’s reputation by making damaging accusations on personal issues
  7. Shall treat supervisors and co-workers politely, fairly and generously.
  8. Shall not claim other’s work as oneself
  9. Shall not process of bad attitude and accuse the supervisors and co-worker