Corporate Governance Policy

Thai Sugar Terminal Public Company Limited

The Board of Directors has given importance to good governance because they realized good governance can increase business competitiveness which consists of management based on responsibility honesty, as well as morals and ethics. This is an important factor that results in the Company's business operation being transparent, efficient, effective, stable, and sustainable growth.

In 2020, the Company reviewed and approved the good corporate governance policy. 2020 revised edition following good corporate governance principles For Listed Companies Year 2017 (CG CODE 2017). Board of Directors Emphasis is placed on the implementation of governance principles. Because it is an important factor for sustainable business operations. There is a management system that takes into account integrity, transparency, and accountability, which is the basis that promotes efficient operation, and increase productivity by focusing on creating maximum benefits for shareholders and taking into account the stakeholders as a whole. The committee will ensure that the policies and practices specified are followed and will be adjusted to suit the situation.

The Company has prepared a review of the Code of Conduct for directors, executives, and employees with written approval from the Board of Directors. To announce to the directors, executives, and employees of the Company to understand and be able to use it as a guideline to treat all groups of stakeholders completely. Comply with the good corporate governance policy in all 5 categories as follows:


Chapter 1 Rights and Conduct of Shareholders

1.1 Rights of Shareholders

The Company has determined that the annual general meeting of shareholders will be held within 4 months from the end of the fiscal year and, if it is urgently necessary, must propose a special agenda which is a matter that affects or relates to the interests of shareholders or relates to conditions or rules Governing law that must be approved by shareholders. The Company will call an Extraordinary General Meeting of Shareholders on a case by case basis.

The Company has the policy to facilitate shareholders. and all institutional investors are entitled to various fundamental rights Both as an investor in securities and as a company owner with acceptable and reliable standards by giving them the right to independently buy, sell, transfer the securities they hold, receive a share of the company's profits attending the shareholders' meeting Independently expressing opinions at meetings, making decisions on important company matters, such as the election of directors Dividend Approval Election of auditors, etc. All shareholders of the Company have the right to vote according to the number of shares held. Each share is entitled to one vote and no shares have special privileges that limit the rights of other shareholders.

  • Provide clear and timely information that is important and necessary for shareholders regarding the Company's business operations. In some cases, although under the terms of the law, they are not required to be disclosed. But if the company sees that any matter is necessary for the shareholders to be aware of The Company will notify shareholders via the Company's website and listed company news of the Stock Exchange of Thailand.
  • All shareholders have received necessary and sufficient information about the meeting date and agenda in advance. The Company has published information supporting the agenda of the shareholders' meeting on the website and by sending documents. In addition, the shareholders' rights to attend the meeting and the right to vote on the shareholders' resolutions are clearly stated in the documents that the company has sent along with the notice of the meeting.
  • If shareholders are unable to attend the meeting in person, the company allows shareholders to appoint independent directors or any other person. able to attend the meeting on his/her behalf by using the proxy form sent by the company together with the meeting invitation letter In addition, shareholders can also download (Download) Proxy Form A, Form B, Form C via the Company's website. The Company has determined that an annual general meeting of shareholders will be held within 4 months from the end of the fiscal year and if there is an urgent need, special agenda must be proposed which is the matter that the Company will call an Extraordinary General Meeting of Shareholders on a case by case basis.

1.2 Shareholders meeting

The Company has facilitated all shareholders. get various basic rights Both as an investor in securities and as a company owner with acceptable and reliable standards by giving them the right to freely buy, sell, and transfer the securities they hold, receiving profit-sharing from Company attendance at the shareholders' meeting Expressing opinions at the meeting independently Participating in decision making in important company matters such as the election of directors Dividend Approval Election of auditors and others. In addition to the rights of shareholders of other shareholders, in addition to the basic rights above, the company has also carried out various matters that promote and facilitate the exercise of shareholders' rights as follows:

  • Provide clear and timely information that is important and necessary for shareholders regarding the Company's business operations. In some cases, although under the terms of the law, they are not required to be disclosed. But if the company sees that any matter is necessary for the shareholders to be aware of The Company will notify shareholders via the Company's website and listed company news of the Stock Exchange of Thailand.
  • All shareholders have received necessary and sufficient information about the meeting date and agenda in advance. The Company has published information supporting the agenda of the shareholders' meeting on the website and by sending documents. In addition, the shareholders' rights to attend the meeting and the right to vote on the shareholders' resolutions are clearly stated in the documents that the company has sent along with the notice of the meeting.
  • If shareholders are unable to attend the meeting in person, the company allows shareholders to appoint independent directors or any other person. able to attend the meeting on his/her behalf by using the proxy form sent by the company together with the meeting invitation letter In addition, shareholders can also download (Download) Proxy Form A, Form B, Form C via the Company's website. www.tstegroup.com as well.
  • Before the date of the shareholders' meeting, the company gives shareholders the right to propose agenda and nominate a person to be elected as a director in advance for the annual general meeting of shareholders. Shareholders must hold shares continuously for not less than 5 percent of the paid-up capital. It may be a single shareholder or a combination of several shareholders, and is a continuous shareholding from the date of proposing the matter to be included in the meeting agenda for at least 12 months. The Company allows shareholders to propose meeting agendas and to nominate persons to be elected as directors in advance for the Nomination and Remuneration Committee to screen and propose to the Board of Directors for consideration. In the case that the meeting is included as the agenda, the company will inform in the notice of the meeting that it is the agenda set by the shareholders. If the Board of Directors refuses to accept the matter proposed by the shareholders to be included in the agenda, the Company will explain the reason to the annual general meeting of shareholders for acknowledgment. The company has prepared a form for proposing the meeting agenda and nominating a person to be elected as a director in advance for the convenience of the shareholders as well.
  • On the date of the meeting, the company arranges for registration for the shareholders to be convenient and quick. In addition, in exercising the right to vote in each agenda The Company uses the method of collecting the shareholder's ballots only for the disapproving and abstaining ballots to calculate the deductions from all those who have the right to vote. Except for the agenda for the election of directors, all ballots for agreeing, disapproving, and abstaining will be collected for calculating the voting results. Votes in each agenda and at the end of the shareholders' meeting can request to check the details.
  • At the shareholders' meeting each year, one-third of the total number of directors who retire by rotation will be held. Elections will be held on the day of the Company's meeting allowing shareholders to vote independently for each person to be elected. The Company has set an agenda regarding the remuneration of directors by categorizing the types of remuneration that each committee will receive monthly remuneration as meeting allowances and bonuses to the Company's directors. If there is a proposal to change the director's remuneration, it must be approved by the shareholders' meeting.
  • The vote counting is clear, transparent, and verifiable. The Company has assigned an independent person to observe, count or verify the votes at the general and extraordinary meetings of shareholders and disclose them to the meeting for acknowledgment and record them in the shareholders' meeting minutes.
  • The meeting was given an opportunity for shareholders to express their opinions, suggestions or ask questions on various agendas independently before voting on any agenda. The Company provided sufficient information in detail to the shareholders in the agenda that the shareholders had doubts. Inquiries The Company has prepared personnel involved in each branch to give answers under the responsibility of the Board of Directors.
  • In any agenda in the shareholders' meeting, shareholders can request a secret vote. If requested by the shareholders and 5 shareholders can certify so that the meeting of shareholders can approve the voting by the secret method.
  • In the shareholders' meeting, the Company considered in the order in the agenda as specified in the notice of the meeting sent to advance shareholder. There was no change in the order of the agenda and no request for the meeting to consider other matters other than those specified in the notice of the shareholders' meeting.
  • The company has a policy that every director has to attend every shareholder meeting. The shareholders can ask the chairman of the various sub-committees and the Company's auditor on related issues as the Board of Directors approves.


Chapter 2 Equity of Shareholders

The company provides equality to all shareholders in all groups whether a major shareholder Minority shareholders, institutional investors, or foreign shareholders especially with minority shareholders such as

  • In the shareholders' meeting, the Company gives all shareholders the right to vote on a one-for-one basis for the sake of equality of shareholders and provides opportunities for shareholders to communicate with each other.
  • Assigning independent directors to take care of minority shareholders. The minority shareholders can offer their opinions, or complaints to independent directors who will consider taking appropriate action in each matter, for example, if it is a complaint, it will investigate the facts and find an appropriate remedy. or in the case of recommendations that independent directors have considered and think that it is an important issue that affects the stakeholders as a whole or affecting the company's business operations Independent directors will propose the matter to the shareholders' meeting to consider as an agenda in the shareholders' meeting.
  • The Board of Directors has established a policy to prevent the use of inside information of the Company, including refraining from trading in securities for a period of not less than 2 weeks or as prescribed by the Board of Directors Before the disclosure of the quarterly financial statements and annual financial statements within 24 hours after the disclosure of the said financial statements (Blackout Period) until the date the Company has disclosed the information to the public.
  • The Company has established measures to prevent the misuse of inside information (Insider Trading) of related persons, which means Board of Directors Management and employees in data-related departments.
  • For the shareholders' meeting, The Company has prepared a proxy form in which shareholders can determine the direction of voting following the form prescribed by the Ministry of Commerce, and delivered together with the notice of the shareholders' meeting In addition, the company also gives the right to the shareholders who attend the meeting after The meeting has started and has the right to vote for the agenda under consideration and has not yet been voted on, and counted as a quorum starting from the agenda attended and voted on, unless the shareholders' meeting has other opinions.
  • For shareholders to know and be able to quickly review the results of the resolution In addition to notifying the resolution of the meeting through the information dissemination system of the Stock Exchange of Thailand. The Company has disclosed the resolutions of the shareholders' meeting in each agenda on the Company's website within the business day following the date of the shareholders' meeting.
  • The minutes of the meeting were recorded completely, containing important information such as meeting resolutions and voting results, divided into the number of votes of approval, disapproval, abstention, or invalid ballots for each agenda, questions, clarifications, and opinions of the meeting and delivered. Minutes of the meeting to the official authorities within 14 days from the date of the shareholders' meeting, and send the minutes of the meeting to shareholders and publish them on the company's website.

The Company has policies and procedures for supervising directors, executives, and employees in using the Company's internal information which has not yet been disclosed to the public for personal benefit as follows:

  • The company will educate the directors and executives of the company. concerning the duty of preparing a report on the holding of the Company's securities by oneself, spouse or cohabitant as husband and wife underage child A juristic person in which such persons hold shares more than 30 percent of the total voting rights and has the largest shareholding proportion in that juristic person This shall be in accordance with the Notification No. SorJor. 38/2561 and shall include Reporting in the event that any other person holds securities and derivatives on behalf of the aforementioned person. In this regard, the report in the event that a nominee holds securities and derivatives instead of such person shall be stated separately. from the case of holding securities and derivatives directly to the Office of the Securities and Exchange Commission under Section 59 and penalties under Section 275 of the Securities and Exchange Act B.E.), including reporting on the acquisition or disposition of the Company's securities by oneself, spouse, and minor children under Section 246 and penalties under Section 298 of the Securities and Exchange Act B.E. amended).
  • The Company requires directors and executives of the company to include spouses and underage children Prepare and disclose securities holding reports and reports on changes in the company's securities holdings to the Office of the Securities and Exchange Commission under Section 59 and Penalties under Section 275 of the Securities and Exchange Act B.E. 2535 (as amended) and send a copy of this report to the Company Secretary. On the same day as the date of submission of the report to the Office of the Securities and Exchange Commission to report to the Board of Directors.
  • The Company prohibits directors, executives, and employees of the Company that has been informed of the company's internal information. Put that information to good use by trading securities, and the person mentioned above must not disclose such information to other persons, including family members that may use that information to benefit as well in which if such a case occurs Both the information provider and the recipient of the information used for the benefit may be subject to an offense as prescribed by law, including the Company's disciplinary offense according to the Company's work regulations. which will consider the punishment as appropriate in the case including a verbal warning in writing, probation, as well as the termination of employment as an employee on the grounds of dismissal, dismissal or dismissal, or having to resign from a committee, as the case may be, etc.
  • The Company prohibits the directors, executives, and employees of the Company. or former directors, executives, and employees who have resigned and disclosed inside information or the secret of the company as well as confidential information of the company's partners that they have been informed of their duties to outsiders for acknowledgment Although the disclosure of such information will not cause any damage to the Company, and the company's partners.
  • Directors, executives, and employees of the Company's employees or former directors, executives, and employees have to maintain confidentiality and/or internal information of the Company, and must use the company's internal information for the benefit of the Company's business operations only, without contravening the Securities Act, and the Stock Exchange of Thailand. Bring confidential and/or inside information of the company to use for the benefit of other companies in which they are shareholders, directors, executives, employees, and employees.


Chapter 3 Rights of Different Groups of Stakeholders

The Company has given importance to conducting business with transparency and integrity. This code provides broader guidelines for dealing with stakeholders for all employees to follow the code of conduct and following current business operations, including the Company can achieve sustainable business goals and be accepted by all parties. Treatment of stakeholders, including shareholders, company personnel (directors, executives, and employees), customers, business partners, and creditors. Competitors, the environment, society, and the public are as follows:

Conducting Shareholders' Responsibilities

  • Create stable and suitable returns for both large and small shareholders, both in the short and long term.
  • Perform duties professionally with full knowledge, ability, and caution by adhering to operating based on good corporate governance principles.
  • Perform duties with honesty, transparency, and fairness to build confidence for shareholders and treat all shareholders with equality through the use of communication channels, and prepare reports on the status of the organization regularly completely and truthfully to shareholders and related parties.
  • Give shareholders rights and treat all shareholders equally.
  • Do not seek benefits for oneself and those involved by using any corporate information that has not yet been made public and does not take any action in a manner that may cause conflicts of interest to the organization.

Practices and Responsibilities for Employees

  • The Company recognizes that employees are the most important resource that will lead the company to the success of the company's business and to achieve the goals outlined most efficiently. The Company has set a policy to provide treatment to employees as follows:

    • The Company provides a provident fund for employees and provides fair compensation to employees with proper wages and welfare payments to employees under the operating results and the employment economy.
    • The Company maintains the working environment to be safe for life and property, including the occupational health of employees.
    • The Company arranges the workplace to be comfortable and suitable for the working conditions and creates an atmosphere in the workplace that makes employees feel like working with the company fully.
    • The Company supports and respects the protection of human rights. The Company has no policy to violate human rights, and provide concrete protection against sexual harassment within the organization as well as allowing employees to file complaints about human rights violations.
    • On the date of the meeting, the company arranges for registration for the shareholders to be convenient and quick. In addition, in exercising the right to vote in each agenda. The Company uses the method of collecting the shareholder's ballots only for the disapproving and abstaining ballots to calculate the deductions from all those who have the right to vote, Except for the agenda for the election of directors, all ballots for agreeing, disapproving, and abstaining will be collected for calculating the voting results votes in each agenda and at the end of the shareholders' meeting, details can be requested.
    • The Company has policies and guidelines for human resource management to be of an international standard and a systematic approach, including recruitment, development of knowledge, potential and competence, assessment, appointment, transfer, as well as clear rewards and punishments for employees. It has been treated in good faith. Based on the knowledge, competence, and suitability of employees thoroughly and consistently.
    • The Company treats all employees based on human dignity equally. Do not discriminate based on physical, mental, ethnicity, nationality, religion, gender, age, skin color, education, social status, or any other matter, and avoid any action that affects the progress and stability of the employee's career.

    Customer responsibility

  • The Company operates a service business, therefore giving priority to its customers. The guidelines are:

    • Committed to development and has a high standard that meets the needs of customers under modern and efficient technology. There is an international quality management system such as ISO 9001:2015, FSSC 22000, GMP, HACCP, HALAL, etc.
    • Organize a system that can allow customers to complain about defects, and dissatisfaction with the service and offer helpful suggestions to make quick responses to customers.
    • Strictly comply with the conditions for the customers. If the conditions cannot be complied with, inform the customers immediately and jointly consider a solution to the problem, including the preparation of a customer satisfaction assessment form, to be used to improve and develop the service further.
    • Present service news to customers with honesty, accuracy, and fairness without distorting any facts and not disseminating customer information or exploiting themselves and related parties in any case.
    • Comply with the law and trade ethics, and does not take any action that takes advantage of consumers under consumer protection law and antitrust laws.

    Responsibility to partners

    • The Company does not demand or receive or pay any dishonest benefits in trading with business partners by strictly complying with the business ethics with business partners.
    • The Company strictly and honestly complies with the agreements with the business partners, if the conditions cannot be complied with, the business partners must be notified as soon as possible to jointly find a solution to the problem.
    • The Company has established policies and guidelines for the selection of trading partners. By treating trade partners with equality based on fair trade and transparent operations, the Company determines the qualifications of trading partners, whereby the partners must have a good reputation, ethical and professional, and there is no violation of environmental and labor laws.
    • The Company treats its partners as if they were one of their business partners that grow together as well as to promote and support equal opportunities for small and medium-sized business entrepreneurs by mutual benefit.

    Responsibility to creditors

    • The Company respects and complies with the agreements with trade creditors, and financial institutions strictly both in terms of repayment and terms of guarantee as well as other conditions that are jointly defined.
    • The Company manages its capital with prudence for stability and strength to prevent the Company from being in a difficult position to repay debts to creditors. In addition, liquidity is managed to prepare for debt repayment to creditors on time.
    • If the company Failure to comply with the obligations in the contract, the Company will inform the creditors as soon as possible to jointly find a solution to the problem based on mutual negotiation.
    • The Company will disclose accurate and true information, including not concealing information or facts that will cause damage to creditors.

    Responsibility to competitors

    • The Company adheres to fair trade competition and behaves under the framework of good competition rules.
    • The Company does not seek confidential information of its competitors by dishonest or inappropriate means, including not using false statements that would damage the reputation of competitors.
    • The Company does not seek an unfair advantage from the competition and conducts business with transparency, including promoting free trade.
    • The Company supports cooperation with trade competitors that are beneficial to consumers. It is not for the monopoly on revenue allocation and market share deterioration in the quality of goods and services, pricing of goods and services will cause negative effects on consumers as a whole.

    Responsibility for Company Assets

  • Company assets mean movable and real estate It also includes information on patent documents, copyrights, and other confidential information of the company, directors, executives, and officers. The Company's assets must not be used for personal benefit or others, except in an emergency that has been authorized by the authorized person only. There are principles of practice as follows:

    • Employees are responsible for the Company's assets from being lost, lost, or depreciated in vain. The Company's assets and natural resources, including energy, should be used in the operation of the Company to achieve operational efficiency and cost-effectiveness maximum.
    • Employees should not modify, modify or decorate the Company's assets only before obtaining permission from the authorized person.
    • Employees are prohibited from fraudulently falsifying, modifying, and/or manipulating company documents.
    • In the case of computer assets, employees are prohibited from bringing pirated or illegal programs of any kind into the company's machine;
      • • Executives and employees should use the Internet to find information and avoid websites that should not be: illegal sites and sites that violate customs or good morals.
      • • Executives and employees are prohibited from revealing the password used to access the company's information system to others unless it is a service work in a business only for authorized customers.
    • The Company requires its personnel (directors, executives, and employees) to respect the intellectual property or copyright of others, including not infringing on the intellectual property or copyright of others.

    Practices and Responsibilities for Safety, Occupational Health, Environment, Society and Public

  • The Company will operate its business by giving importance to and adhering to environmental stewardship, and occupational health safety in carrying out various activities which are the Company's business for the benefit of the economy and society as follows:

    • The Company will strictly comply with the laws and regulations on safety, occupational health, and working environment.
    • The Company will maintain the working environment to be safe for the life and property of the customer's employees, and people who come to contact the work always
    • Management and employees must pay great attention to all activities that promote safety, quality, occupational health, and the environment.
    • Support any business that is beneficial to the community and society as a whole.
    • Avoid any action that has a detrimental effect on the nation, country, community and environment.
    • Does not promote or cooperate in any way relating to illegal business or endangering the public and national security as well as conducting business with transparency, fairness, and equality by applying ethics and morality in business operations.
    • Create awareness and instill social and national responsibility in the organization for employees at all levels.
    • The Company encourages the design and development of production processes and services, machinery, and equipment to better control and/or reduce pollution as well as promoting the use of raw materials and products that are environmentally friendly, including complying with relevant rules and laws.

  • Chapter 4 Disclosure and Transparency

    The Company attaches importance to the disclosure of information as it affects the decisions of investors and stakeholders. Therefore, it is necessary to control and set measures for disclosing both financial and non-financial information following the law with complete, sufficient, reliable, and timely matters in both Thai and English languages. Information disclosure is made through the SET Community Portal of the Stock Exchange of Thailand and the Company's website. www.tstgroup.com in the disclosure of information, the Company has assigned the Managing Director or Deputy Managing Director to be responsible for the disclosure and/or the personnel assigned to disclose the information. There is also a company secretary office to communicate with institutional investors, equitable and fair shareholders.

    For the disclosure of important information, the Company operates through various channels. So that shareholders and stakeholders can get information thoroughly. It has been disseminated through various channels as follows:

    1. Stock Exchange of Thailand
       -   a. Annual Registration Statement (Form 56-1) Annual Report (Form 56-2)
       -   b. Company's financial statements
       -   c. Documents notifying the resolutions of the Board of Directors and others

    2. Securities and Exchange Commission
    3. Ministry of Commerce
    4. Company website www.tstgroup.com which has both Thai and English
    5. Delivery of notice to shareholders by post
    6. Any other channels in the future that the Company consider it reasonable

  • The Company strictly complies with the laws, rules, and regulations prescribed by the Securities and Exchange Commission (SEC), the Stock Exchange of Thailand, and other government agencies, and regularly monitors and makes changes to ensure that the laws, rules, and regulations that the Company adheres to are up-to-date and are a guarantee for shareholders to believe in transparent, correct and straightforward business operations, for example:

    • Disclosure of financial and non-financial information accurately, completely, and timely.
    • Disclosure Annual registration statement (Form 56-1) within 3 months and annual report (Form 56-2) within 4 months from the end of the fiscal year. Through various channels such as the website of the SET and the SEC and the company website www.tstgroup.com for shareholders and investors to know the information, if in the future the laws, rules, and regulations prescribed by the Securities and Exchange Commission (SEC), the Stock Exchange of Thailand Modify the disclosure rules It is an annual registration statement/annual report (Form 56-1 One Report). The Company will continue to disclose the information according to the said rules.
    • Prepare a report on the Board's responsibility for the financial reports and present it together with the auditor's report in the annual report.
    • Disclosure of the performance of duties in the Board of Directors and sub-committees and the number of meeting attendance individually.
    • Disclose the operating structure and investment in subsidiaries and associated companies on the company website.
    • Disclosure information on remuneration that each director receives from being a member of a committee individually.
    • Disclosure on the Company's website about directors, executives, director structure Shareholding structure, vision, policies, governance, codes of conduct, as well as published news.
    • Disclose the remuneration policy for directors, including the form, nature, and amount of remuneration each person receives from being a director in the various committees.
    • Set regulations to supervise the use of inside information and rules for trading securities of directors and executives following securities laws and good corporate governance principles.
    • Requires directors and executives to prepare a report on their interests and related parties for the first time to the company secretary to report to the chairman and chairman of the audit committee and report every time there is a change following Section 89/4 of the Securities and Exchange Act B.E. 2535 (1992).
  • The Board of Directors has established a channel to contact investor relations and prepare the Investor Relations Code of Conduct whereby shareholders can view information on the Company's website. www.tstgroup.com Ways to contact the Director of Department 021834567 ext. 4012 – 4014


  • Chapter 5 Responsibilities of the Board of Directors

    The composition of the board is diverse in terms of skills, experience, abilities, and specific qualifications as well as the gender and age required to achieve the organization's main objectives and goals. A skill matrix has been prepared to ensure that the Board of Directors has the appropriate qualifications to meet the needs of stakeholders, and at least one non-executive director has experience in the main business or industry in which the Company running the business.

    The Board of Directors has the powers and duties to supervise the operations following the objectives within the scope specified in the Company's Articles of Association and is responsible to all shareholders by acting as the supervisory of the Company's business operations. With independence and fairness, taking into account the interests of shareholders and all stakeholders, the Board of Directors will not take any action that is a duplicate of the Managing Director and the Executive Committee.

  • The Company has determined that the number of directors of the company is following the requirements of the laws and regulations of the company. By considering the number of directors as appropriate to the type and size of the business. Must consist of at least one-third of independent directors, and independent directors must be independent of the management, and has no personal affiliation business relevance or other aspects with the Company or the Company's executives are not representatives of a specific group of shareholders. No financial or personal ties with the Company and making it possible to use independent judgment and can protect the interests of all shareholders equally All independent directors of the Company are fully qualified according to the Notification of the Securities and Exchange Commission, namely, they do not hold shares in the Company more than 0.5% of the number of shares (more intense than the SEC regulations) with voting rights. There is no relationship with the company in a way that is involved in the management, and/or providing professional services, including having no business relationship with the Company.

    The Board of Directors is responsible for the shareholders. taking into account the vision, mission, business ethics Current risk situation, and good corporate governance principles and should encourage the preparation or review of objectives, goals, strategies for the medium term of 3-5 years and promote communication so that the organization's main goals are reflected in the decisions and actions of personnel at all levels. to become corporate culture.

    Roles, duties and responsibilities of the Board of Directors

    • Supervise and manage the company following the law, objectives and articles of association of the company, including resolutions of the shareholders' meeting with integrity and to protect the interests of the Company.
    • กSet policies and directions for the company's operations and supervise (Monitor and Supervise) for the management to operate. To be following the established policies with efficiency and effectiveness to add higher economic value to the business and create good returns for shareholders.
    • Supervise the administration and management of the Executive Committee to comply with the assigned policies, except the following matters must be approved by the Board of Directors before proceeding.
      • Matters required by law to be approved by the shareholders' meeting
      • Connected transactions with a value exceeding 3 percent of the net tangible assets according to the latest consolidated financial statements
      • Acquisition or disposal of important assets with a value exceeding 50 percent of the total assets according to the latest consolidated financial statements
    • Consider and approve the human resource management policy and executive development plan. Including the determination of remuneration, nomination, and appointment of successors to senior management positions and evaluation of the Managing Director's performance as well as to ensure that the Company has an effective process for evaluating the performance of the top management.
    • Supervise the supervision both from internal auditors and external auditors to perform their duties effectively.
    • Approve quarterly, periodic and annual financial statements and ensure that financial statements are prepared in accordance with generally accepted accounting principles.
    • The Board of Directors will arrange a meeting once a month and/or in case there is an issue to be considered by the Board that is not within an appropriate period in the monthly meeting, the Board meeting will be held additional directors as deemed appropriate.
      • The main agenda of the meeting are clearly set in advance throughout the year, such as the agenda for acknowledgment for consideration and other agendas.
      • The consideration of various agendas must take into account the fair interests of shareholders and related parties.
      • Opportunity to express opinions freely
      • Adequate time limit for considering each agenda. for discussion and thoughtful comments
      • The chairman of the board is responsible for taking appropriate time for the meeting.
    • Responsible for shareholders by providing appropriate communication channels with shareholders and stakeholders of the Company.
    • Have intention and ethics (Honesty and Integrity) in doing business.
    • Directors may seek experts from various professional fields for accurate decision making.
    • Directors must have knowledge, abilities, and experiences that will be beneficial to business operations and are interested in the business of the company in which they are directors.
    • The Board of Directors must hold an annual general meeting of shareholders within four months from the closing date of the Company's year-end balance sheet. Any other meeting shall be called an Extraordinary Meeting. The Board of Directors may call an Extraordinary General Meeting of Shareholders at any time as it deems appropriate.

    • The Board of Directors must prepare the balance sheet and profit and loss account at the end of the year of the company and present it to the shareholders' meeting at the annual general meeting to consider and approve this balance sheet and profit and loss account, and the Board of Directors must arrange the auditor shall complete the audit before the presentation to the shareholders' meeting.