Corporate Governance Policy
Prevention of Conflicts of Interest
The Board of Directors determines the tools for management to ensure that the Company has an efficient and transparent business management for the utmost interests of shareholders. The Company has established the measures to eliminate conflicts of interest as follows :
The Board of Directors has considered items that may have conflicts of interest or connected transactions or appropriate related transactions under the framework of the good ethics which is screened by the Audit Committee and ensuring that they are compliance with the regulations of the Stock Exchange of Thailand and the Securities and Exchange Commission as well as disclosing the information about the transactions that may have conflicts of interest to the public. The Company has set a policy, regulations and the process of approving transactions that may have conflicts of interest for executives, employees and related parties to adhere to. The key principles are :
- Any transactions that directors, employees or connected persons have related benefits in doing such transaction with the Company, such directors or employees are prohibited from participating in the approval of the transaction and the price must be set appropriately as same as a transaction with a normal third party.
- In setting the price, to avoid conflicts of interest, the price used must be fair, reasonable price and in accordance with general trading conditions.
- Compliance with the rules prescribed by the Stock Exchange of Thailand in doing connected transactions, the connected transactions must be presented to the Audit Committee for consideration and opinion before submit for approving from the Board of Directors in accordance with the principles of good corporate governance.
- Disclosure of such transactions that may have conflicts of interest or connected transactions or related-party transactions in accordance with the rules prescribed by the office of SEC/SET requires disclosure in the annual registration statement (Form 56-1) and the annual report including the disclosure of such related party transactions in the financial statements as stipulated by accounting standards.
However, in 2021, the Company did not find any significant conflicts of interest.