1. Shareholders’ Rights and equitable treatment
The Board respects the shareholders rights and has duty in protection of the benefit of every shareholder equitably, in regardless of, a retail, foreign, institutional, or wholesale investor. Every shareholder shall have below rights and equitability. |
1.1 |
Right in receiving the shares certificate, transferring the shares, acknowledging the information about operating performance and business policy, regularly and timely |
1.2 |
Right in receiving profit sharing, equitably |
| 1.3 |
Right in attending the shareholders meeting, expressing the opinion, giving recommendation, and being involved in decision making in significant changes |
| 1.4 |
Right in appointing the directors |
Other than the above rights, every shareholder shall receive rights and equitable treatment according to those stipulated in the Company’s Articled of Association and the relevant law. |
Shareholder’s Meeting
The Company has the policy to conduct Shareholders’ meetings according to the laws, the Articles of Association and guidelines prescribed by the regulatory bodies. The Company also has policy to publish the meeting information and meeting document in the website of the Company before mailing the hard copies to the shareholders by 14 days in prior to the meeting date. The minutes of the meeting shall also be published in the website for the shareholders’ access by 14 days after the meeting date.
In the Shareholders’ meeting, every shareholder has rights and equitable treatment to acknowledge the information, give opinions, and query during the meeting relevant to the agenda and the discussed issue. The Chairman of the meeting shall allocate an appropriate period of time for the discussion and promote opinion expression and discussion in the meeting.
In every meeting, at least one independent director shall be appointed as the proxy for shareholders who cannot attend the meeting and every party shall be informed earlier in the Notice to the Meeting. The shareholder shall have the rights to vote separately for each agenda. The Board shall not aggregate irrelevant matters and request for approval in one resolution.
In the Shareholders’ meeting, every director, especially the Chairman of the Board and the Chairpersons of all Sub-Committees should attend the meeting to answer queries in the Shareholders’ meeting.
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2. Roles of the Stakeholder
The Company is aware of the rights of stakeholders and has policy to ensure the importance of the rights by the appropriate prioritization of all stakeholders, which are shareholders, employees, executives, customers, partners, creditors, society, and the public. Cooperation between stakeholders shall be made according to their roles and responsibilities so that the Company can run smoothly and strongly to fairly benefit all groups of stakeholders.
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Chapter 3
Disclosure of Information and Transparency
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The Roles and Duties of the Board about Information Disclosure and Transparency |
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1 |
The Board shall have duties to disclose the financial information, operating performance, and other relevant information accurately, completely, thoroughly, and timely to the shareholders and stakeholders to have equal information. |
2 |
There shall be Investor Relations Unit representing the Company in communicating useful information to shareholders, investors, securities analysts, and concerned parties to learn about the Company. |
3 |
The Company has policy to disclose the following information to the public: |
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3.1 |
Objectives of the Company |
3.2 |
Financial status and operating performance of the Company, shareholding structure, and voting rights |
| 3.3 |
Name list of directors, committees, Chairman of the Executive Committee, Managing Director, and the remuneration |
| 3.4 |
Factors and policy on material and foreseeable risk factor management, both operational and financial risks |
| 3.5 |
Corporate Governance structures and policies including the responsibility of the committee regarding the financial report and the report of the Chairman of the Audit Committee, etc. |
| 3.6 |
The number of meeting attendance of each director and/or each sub-committee member shall be compared with the total number of meetings of the Board and/or the Sub-committees in each year shall be illustrated in the annual report |
| 3.7 |
The information shall be disclosed as prescribed by laws or related regulations |
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Chapter 4
Internal Control and Risk Management Systems
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1. Internal Control
The Board of Directors shall arrange and maintain the internal control system in order to safeguard the investment capital of the shareholders and the assets of the Company.
The Board shall have duties to review the efficiency of the internal control system for at least once a year and report to the shareholders of its conduct. The review shall cover all matters including financial controls, operational controls, compliance controls, and risk management. |
2. Internal Audit
The Company shall set up an Internal Audit Office as a unit in the Company, reporting functionally and directly to the Audit Committee, and administratively to the highest level management. The unit responsibilities shall be the consultation provision, the audit and assessment of the internal control system, the risk management system and the corporate governance system. |
3. Risk Management
The Company shall have policy to manage both internal and external risk factors affecting the Company to be in appropriate and acceptable level. There shall be a Risk Management Committee, consisted of the management of all departments in the Company and presided by the Managing Director, to evaluate and review the result of risk assessment of each department, to report such result to Audit Committee, and to review and propose Risk Management Plan for the Board approval at least once a year.
Risk management becomes part of the Company’s annual business plan process so that the risk management is aligned with the objectives, goals, and strategic plans of the Company. As the risk owners, the management and all staff in the Company shall be responsible to assess risks of each department and working process, to evaluate the effectiveness of existing control, and to propose action plans to mitigate the risks as well as to report it to the Risk Management Committee, Audit Committee and the Board of Directors. |
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