Corporate Governance 2016
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Corporate Governance Report of Thai Listed Companies 2016

Group Lease received a rating of "Very Good" in the scoring results in the CG Report 2015 By the Thai Institute of Directors (IOD)

The Company received a rating of "Very Good" in the corporate governance scoring results for Thai listed companies of year 2015. Currently, Thai listed companies are evaluated according to 5 main categories derived from the Organization for Economic Corporation and Development (OECD) principles of corporate governance that are Rights of Shareholder, Equitable Treament of Shareholders, Role of Stakeholders, Disclosure and Transparency and Board Responsibilities.

Independent Director || Director || Subsidiary representatives

Independent Director

 

Mr. Suebsan Dardarananda

Chairman of the Audit Committee

Nationality Thai
Education BA. Political Science, Norwich Univ. USA
Position Deputy Chief, Office of the Minister of Defence

 

Mr. Sonit Pichyangkul

Nationality Thai
Education MA. (Economics), North Texas State Univ.
BA. (Economics), Thammasart Univ.
Position Executive, Thaifilatex Pcl.


 

Mr. Krit Phanratanamala

Nationality Thai
Education CFA Institute Chartered Financial Analyst, USA
MD. (Finance), Univ. of Florida, USA
MD. (Communication & Signal Processing), Imperial College, London, UK
Position Managing Director of Thai Prosperty Advsor co.,ltd.

 

Mr. Pholdej Therdphithakvanij

Nationality Thai
Education Ph.D (civil Engineering) Lehigh Univ. USA
MD. (Construction Mgmt) Washington Univ., USA
MD. (Structure Engineering) Washington Univ., USA
Position Director, W & Associates Consultants co.,Ltd.

Director

Mr. Patrick T. Fisher

Directors

Nationality United States of America
Education MBA. (Business Administration), Northwestern Univ.
Concentration in Finance, Marketing, Management and Strategy, Entrepreneurship
Position Managing Partner, CEO, & Founder
Creation Investments Capital Management, LLC,

Mr. Tatsuya Konoshita

Chairman of the Board of Directors
Chairman of Executive Committee

Nationality Japanese
Education BA. (History), Osaka Univ., Japan

Mr. Regis Martin

Group CFO

Nationality French
Education
  • MA. (International Business) Master/DESS 212 University Paris IX Dauphine
  • BA. and MD. (Science in Applied Economics) University Paris IX Dauphine
  • Exchange program with the University of Chicago, international economics

Mr. Muneo Tashiro

Nationality Japanese
Education BA. (Faculty of Literature), Osaka Univ.

Mr. Riki Ishigami

Nationality Japanese
Education LLB., Asia University, Tokyo, Japan

Mr. Yusuke Kozuma

Nationality Japanese
Education BA. (Art Planning) Osaka Univ.
Position Director

Mr. Alain Dufes

Nationality French
Education Baccalauréat D‘Mathematics and
Physical Sciences' MONTPELLIER
Academy France

GL Thailand TNB Thailand

Mr. Muneo Tashiro

Nationality Japanese

GLF Cambodia

Mr. Riki Ishigami

Nationality Japanese

GLL Laos

Mr. Alain Dufes

Nationality French

GLFI Indonesia

Mr. Nikolay Kosyakov

Nationality Russian

BG Microfinance Myanmar Co., Ltd.
GL-AKMM Service co.,ltd.

Mr. Kaname Hashimoto

Nationality Japanese

Commercial Credit And Finance Plc

Mr. Roshan S Egodage

Nationality Sri Lankan

Board of Directors, on behalf of the shareholders, has the duties and responsibilities in directing the Company's operations to comply with the laws, objectives and Articles of Association of the Company aiming to achieve a sustainable growth by not only providing financial (hire-purchase business) service in Thailand but also seeking to expand its businesses into ASEAN countries to become "The Leading ASEAN Regional Finance Company".
  1. The Company's Board of Directors shall comprise of at least five directors and one-third of all directors and not less than 3 directors should be the Independent Directors. Not less than half of all directors shall reside within the Kingdom.
  2. The Board of Directors shall elect one director to be the Chairman. In the case where the Board of Directors deems it appropriate, one or several directors can be elected as Vice-chairman. The Vice-chairman shall have the duties according to the Company's Articles of Association on the activities assigned by the Chairman of the Board.
  1. The Company's Director may or may not be the Company's shareholder
  2. The Director should have the qualifications and not possess any prohibited qualifications specified in the Public Limited Companies Act and/or the provisions stated in the Securities and Exchange Act. In addition, Director must not possess any misappropriate qualifications which may lead to untrustworthiness to manage the company which shares are held by the public stipulated in the SEC's notifications.
  3. The Director should possess knowledge, ability, honesty and business morality and should have sufficient time to devote to the Company.
  4. The Director should not enter into any business as a partner or become a director of any other juristic persons which business is of the same nature as and is in competition with the business of the Company, either for his or her own benefit or for the benefit of other persons, unless he or she notifies the meeting of shareholders prior to the resolution for his or her appointment.
  5. Independent Director shall possess the qualifications of independency in accordance with the provisions specified in the Securities and Exchange Act and shall be able to take care of all of the shareholders' benefits fairly without any conflict of interest. In addition, the Independent Director shall be able to attend the Company's Board of Directors Meeting and make any comments independently.
  1. The meeting of shareholders shall conduct the election of directors in accordance with the following principles and procedures:
    • The voting for election of director shall use majority vote given that each shareholder has the voting right of one share for one vote.
    • The shareholder is allowed to vote for the election of one or several persons to be the Director but cannot divide their votes more or less to any one person.
    • The person who receives the subsequent highest vote shall be the one elected the director until the number of required director is met. In case of the tie votes for the person with next highest voting amount so that it exceeds the required number of director, the Chairman of the meeting shall cast an additional vote to make the resolution.
  2. At each Annual General Meeting, one-third of the directors shall retire in proportion. The director who has held office longest shall retire. If the number of directors is not a multiple of three, the number of directors closest to one-third shall retire. A director who vacates office under this section may be re-elected.
  3. Apart from vacating office upon the expiry of the term, directors shall vacate office upon:
    • death;
    • resignation;
    • lack of qualifications or possessions of prohibited characteristics specified in the Public Limited Companies Act and/or the Securities and Exchange Act;
    • removal by a resolution of the meeting of shareholders, by a vote of not less than three quarters of the number of shareholders attending the meeting who have the right to vote and having the shares totaling not less than half of the number of shares held by the shareholders attending the meeting and having the right to vote;
    • removal by a court order.
  4. Only the shareholders in the shareholders' meeting shall have the right to make election or removal of Directors. However, in the case of a vacancy in the Board of Directors for reasons other than the termination of the term of office stated in No. 4.2 above, the remaining Directors shall elect a person as the substitute director to fill the vacancy, unless the remaining term of office of the director is less than two months. The substitute director shall hold office only for the remaining term of office of the director whom he or she replaces. The said resolution from the Board of Directors shall be subject to not less than three quarters of the remaining directors. In the case of the removal of a director with the election of the substitute director, such director shall hold the office only for the remaining term of office of the director whom he or she replaces.
  5. Any director wishing to resign from office shall submit resignation letter to the Company and the resignation shall be effective from the date on which the Company receives the resignation letter. A director who has resigned may also notify the Registrar of the resignation for acknowledgement.

The Board of Directors has the duties to manage the Company's business to be in compliance with the laws, the Company's objectives and the Company's Articles of Association as well as the shareholders' resolutions which are lawful with honesty and carefully protect the Company's interest. The significant duties and responsibilities of the Board of Directors are as follows:

  1. Arrange the Annual General Shareholders' Meeting within 4 months from the ending of the Company's financial period.
  2. Arrange the Board of Directors' Meeting at least once every 3 months.
  3. Manage to have the audited Balance Sheet and Profit & Loss accounts of the Company as at the financial period done and propose for approval from the shareholders' meeting.
  4. The Board of Directors may assign the Managing Director or authorize other person to handle the Company's activities under its control or may authorize such person to have the authority to do other things as appropriate and within the period that the Board deems appropriate. The Board of Directors may cancel, withdraw, change or amend such authorization when deems appropriate. In the case that the authority granted to the Managing Director or other person to carry out the duties concerning the normal business of the Company, such authorization should be in compliance with the Board of Directors' meeting resolution with the presence of the Independent Directors or Audit Committee in the meeting. The opinion on disagreement of such authorization of such Directors should also be clearly recorded in the Board of Directors' Meeting minutes.
  5. Determine objectives, directions, policies, plans and budgets of the Company as well as control the management function of the management team to be in accordance with the assigned policy except for the following matters that the Board of Directors has to acquire approval from the shareholders before carrying out, such as the issues prescribed by laws to gain consent from the shareholders' meeting like capital increasing or decreasing, the disposal or transfer of the whole or significant parts of the Company's business to other person or the acquirement or accepted transfer of other company's business by the Company and the amendment of the Company's Memorandum & Articles of Association.
  6. Ensure that the Company follows the Securities & Exchange Act as well as the SET's rules and regulations, for example, the related transactions and the acquisition and disposal of significant assets so that it complies with the rules of the SET and other laws in relation with the Company's business.
  7. Establish management structure, appoint executive committee, Managing Director, General Manager and other committees as deemed appropriate.
  8. Regularly monitor the operating result to be in compliance with the set plan and budget.
  9. Report without delay when the following matters happen:
    • When the director has conflict of interest directly or indirectly in any agreement executed during the Company's financial year by specifying the fact of the agreement type, name of party and the related interest of the director in the agreement (if any)
    • When the director holds the shares or bonds of the Company and its associated company by specifying the total increase or decrease of the holding during the financial year (if any)

However, such authorization granted to the Board of Directors shall not empower the Board of Directors or its proxies to have the authority to be able to approve the transactions in which oneself or other related persons have the conflict of interest with the Company or its subsidiary or other type of transactions to comply to the rules and regulations of the SET. The approval of such related transactions should be proposed for approval from the Board of Directors' meeting and / or the shareholders' meeting as prescribed in the Company's Articles of Association or related laws.

  1. Board of Directors' meeting should be arranged at least once every 3 months in which date, time and place of the meeting shall be determined by the Board of Directors occasionally.
  2. Chairman of the Board shall be the one who calls the meeting or if two or more directors request to have the Board of Directors' meeting, the Chairman shall have to set up the meeting within 14 days after the request date.
  3. In calling the meeting, the Chairman or his designated shall send the notice of meeting to every director at least 7 days prior to the meeting date except for the urgent case to protect the Company's interest, the advance notice may be shortened.
  4. In the Board of Directors meeting, there should not be less than one-half of the total number of director present to constitute the quorum.
  5. In case of the absence of the Chairman or in case he is unable to carry out his duty, if there is a Vice-chairman, the Vice-chairman shall preside as the Chairman. If there is no Vice-chairman or if there is but he cannot perform the duty, the other directors present shall select among them 1 director to be the Chairman of the meeting.
  6. The resolution of the Board of Directors' meeting shall be met by a majority vote. A director shall have one vote each. The director with conflict of interest in any matter is not eligible to vote on such matter. In case of a tie vote, the Chairman shall cast another vote to make the resolution.
  1. The Board of Directors may assign one or several directors to do certain assignment on behalf of the Board of Directors.
  2. Two of the directors jointly signed with Company's seal shall be binding upon the Company. The Board of Directors shall have the authority to appoint the authorized directors.
  3. When it deems appropriate, the Board of Directors shall have the authority to occasionally appoint a person or several persons to be the Company's advisor.
The director is eligible to receive remunerations in forms of cash reward, meeting allowance, bonus or in other forms according to the shareholders' resolution which may be paid in fixed amount or set up as certain criteria which may be effective occasionally or continuously until further changes. Moreover, the directors are eligible to receive allowance and other welfare according to the Company's rule.
The Board of Directors Charter shall be effective on 22 August, 2012.
Realizing the importance of good corporate governance, the Board of Directors of Group Lease Public Company Limited has appointed the Audit Committee as a key independent unit for providing assistance to the Company’s Board of Directors in fulfilling the efficiency, transparency, credibility of the financial reporting to ensure the Company’s sufficiency of internal control and good governance. Accordingly, the Board of Directors stipulates the Audit Committee Charter to comply with the aforesaid objectives.
  1. The Audit Committee member comprises of not less than one-third of the Board of Directors members or not less than 3 members from which at least 1 member should understand or have experience in accounting or finance in order to be able to review the Company’s financial statement.
  2. The Audit Committee member should be appointed by the Board of Directors or the shareholders’ meeting and the members should be Director of the Company.
  3. The Audit Committee or the Board of Directors shall select 1 committee member as the Chairman of the Audit Committee and a Secretary to the Audit Committee should be appointed.
  4. The Audit Committee’s term of office is 2 years and the members who vacate office upon the termination of the term may be re-elected.
  5. When the Audit Committee resigned from being Director of the Company or there is any circumstances that make any member unable to complete the term of office until the amount of member is less than the required minimum of 3 members, the Board of Directors should immediately or no later than 90 days from the vacancy date appoint new member of Audit committee in replacement to keep the continuity of the Audit Committee’s operations. The new member shall hold office for the remaining term of the member he replaced.
  1. All Audit Committee members should be an Independent Director “Independent Director” shall possess the following qualifications:
    • Not holding exceeding 1% of the paid-up capital shares of the Company, parent company, subsidiary company, associated company or related companies which might have some conflict of interest.
    • Not being the Company’s employee, advisor receiving fixed salary or any control person of the Company, parent company, subsidiary company, associated company or related companies which might have some conflict of interest.
    • Not being the person with relationship by blood or by lawful registration as parents, spouse, siblings and child including the in-laws of the executive, major shareholder, control person or the person to be appointed as executive or the control person of the Company or its subsidiary.
    • Not having any business relationship with the Company, parent company, subsidiary company, associated company or related companies which might have some conflict of interest that may influence the independency of judgment as well as any other characteristics which may influence the ability to give opinion independently concerning the Company’s business operation.
  2. Audit Committee shall not have any benefit or conflict of interest directly or indirectly in terms of both financial and management of the Company, subsidiary company, associated company or the major shareholder of the company for 2 years prior to the appointment as the Company’s director except the board has considered carefully that such related transaction or conflict of interest shall not impact on their duty performing and their independency.

The Audit committee takes responsibility subject to Board of Directors’ assignment and reports directly to the Board of Directors as follows

  1. Review the Company’s financial reporting process to ensure accuracy and sufficiency.
  2. Review to ensure that the Company has appropriate and efficient internal control system and internal audit system and review the independency of the Internal Audit Department. The Audit Committee shall approve the appointment, transfer or termination of the head of Internal Audit Dept. or other related department responsible for the internal auditing of the Company.
  3. Review the performance of the Company to ensure compliance with the Securities and Exchange Acts, rules and regulations of the Stock Exchange or other laws relating to the Company’s business.
  4. Consider, select and recommend independent external auditor and determine their remunerations and participate in the meeting with the external auditor without the Company’s management at least once a year.
  5. Ensure that the connected transaction or transaction that may lead to conflict of interest has been done in compliance to the laws and regulations of the SET & SEC.
  6. Prepare report of the Audit Committee and disclose it in the annual report of the Company. Such report should be signed by the Chairman of the Audit Committee and should contain the minimum information as follows:
    • Comment on accurateness, completeness and credibility of the Company’s financial report.
    • Comment on the sufficiency of the Company’s internal control system.
    • Comment on the Company’s compliance with Securities and Exchange Acts and SET’s regulations and other laws relevant to the Company’s business.
    • Comment on suitability of the external auditor.
    • Comment on transactions that may have conflicts of interest.
    • Number of meetings of the Audit Committee, and attendance of each member.
    • Overall comments or remarks that the Audit Committee has while carrying out their duties prescribed in the Charter.
    • Any other transactions that the shareholders and general investors should know within the scope of duties and responsibilities of the Audit Committee assigned by the Board of Directors.
  7. Perform other duties as assigned by the Board of Directors with the consent of the Audit Committee.

In order to support the successful performance of the Audit Committee, the Audit Committee is able to invite the Company’s executives or employees to make comments or provide facts or participate in the meeting or present any related documents required as well as to have the authority to hire consultant or other third parties according to the Company’s rule to seek for their opinion or advices as necessary.

  1. The Audit Committee Meeting should be held at least once a quarter. Extra meetings could be held as appropriate and the agenda and notice of the meeting should be sent in advance of the meeting.
  2. To constitute a quorum of the Audit Committee Meeting, there should be at least not less than one-half of the total appointed Audit Committee members participate in the meeting.
  3. In absence of the Chairman of the Audit Committee or in case the Chairman is not able to perform his duty, the present Audit Committee members shall select 1 member to be the Chairman of the Meeting.
  4. The Audit Committee who has a conflict of interest or has involved in any matters proposed should not cast their vote in such matters.
The Audit committee’s remunerations are determined by the Board of Directors as appropriate.
This Audit Committee Charter shall be in effect from 10 August, 2012.

The Board of Directors of Group Lease Pcl. realizes the importance of good corporate governance which will add more value to the Company and also contribute long term benefits to its stakeholders such as shareholders, employees, suppliers, customers as well as the society as a whole. Therefore, the Board has resolved the following Corporate Governance Policy to serve as its operation guideline for the Board of Directors, management and all the employees :

  1. Emphasize on the responsibility to the society as a whole by encouraging the Directors, management and all the employees to carry out their duties and activities in compliance to the rules, laws, regulations as well as following the code of ethics in doing business.
  2. Emphasize on transparency in doing business by disclosing information in compliance to the related laws, rules and regulations.
  3. Initiate internal control system with the collaboration from the Board of Directors, Audit Committee and management so that the business operation is done in compliance to the good corporate governance principles. The guideline and efficiency of the auditing and internal control systems shall be regularly evaluated and reviewed.
  4. Carefully control the business activities which may lead to conflict of interest among different departments so that it becomes transparent and fair without any bias.
  5. Respect the rights of stakeholders. Treat all concerns with honesty and justice by supporting various activities to build good relationships among the stakeholders and sustain the stability growth of the Company’s business.
  6. Respect the legal right of the shareholders by giving them equitable treatment in shareholder’s meeting and also provide them with equitable and sufficient information.
  7. Maintain the operation guidelines to be in compliance with the management policy including the business philosophy according to the Company’s objective in order to protect the utmost interest of the shareholders.
  1. Treatment and Responsibility towards Shareholders
    Carry out duties honestly and any decision making is done base on sincerity and fairness towards shareholders both major and minor shareholders and for the best interest of all concern as a whole
    • Manage the Company’s business to the best prosperity, stability and contribute suitable return to the shareholders.
    • Carry out duties to the best capacity and due care with full knowledge, experience and expertise
    • Report on the Company’s factual financial status equally, regularly and completely to the shareholders
    • Shall not disclose the Company’s confidential information to others improperly
    • Shall not do any action that might lead to conflict of interest with the Company
  2. Treatment and Responsibility towards Employees
    • Provide suitable remunerations to each employee in relation to their knowledge, ability, responsibility and work performance
    • The appointment and transfer as well as rewarding and penalties of the employees shall be done fairly, sincerely and equally in relation to the knowledge, capability, suitability and the performance of such employee
    • Treat employees with mercy and justice. Take care of the employees by giving importance on developing and training of knowledge and skill to the employees regularly by providing such opportunity to all employees
    • Strictly comply with the laws and other rules in relation to the employees.
    • Take care of the work environment so that it is always safe for lives and assets and hygienic for the employees
    • Encourage the employees’ participation in determining the operation direction and problem solving of the Company
    • Listen to the opinion and suggestions of the employees in all levels equally and fairly
    • Treat employees on the basic of human dignity and respect their personal rights
  3. Treatment and Responsibility towards Customers
    • Comply to the agreed contract, agreement or other conditions signed with the customers. In case of the inability to comply, notice or negotiation should be done in advance in order to find mutual solutions and to prevent further damage
    • Attempt to build satisfaction and confidence of best qualified services under safe and suitable technology and continuously raise the standard of services
    • Disclose information regarding the services provided completely, accurately and timely without any distortion and also maintain sustainable relationship with the customers
    • Provide service channel to customers so that complaints can be handled fast and satisfactorily
    • Operate business with reasonable cost but can still maintain standard services
    • Give importance in keeping the customers’ information confidential and never use them for personal or related person’s interest
    • Shall not ask, receive or offer any illegal/improper benefits to customers
  4. Treatment and Responsibility towards Suppliers
    • Comply to contract, agreement or other condition signed with the supplier. In case of inability to comply, discussion should be done immediately in advance in order to seek mutual solution and able to protect future damage
    • Treat different suppliers equally and fairly on the basic of mutual returns
    • Shall not ask, receive or offer any illegal / improper benefits to suppliers
  5. Treatment and Responsibility towards Creditors
    • Comply to contract, agreement or other conditions signed with the creditor. In case of inability to comply, discussion should be done immediately in advance in order to seek mutual solution and able to protect future damage
    • Report financial information correctly, completely and timely to the creditor regularly
    • Shall not ask, receive or offer any illegal/improper benefits to creditors
  6. Treatment and Responsibility towards business competitors
    • Act within good competitive framework
    • Shall not seek undisclosed business information of the competitor by illegal/improper method or inappropriately
    • Shall not destroy business competitor’s reputation by false statements without truth
  7. Treatment and Responsibility towards Society and Environment
    • Give importance to the activities in the community especially in development of society, community and environment. Create and conserve natural resources including the support of public activities especially educational activities
    • Continuously encourage awareness of social and environmental responsibilities in the Company and in all levels of employees
    • Coordinate and manage to have the related laws and regulations complied strictly
    • React immediately and efficiently to the incidents that have impact on the environment and community which arising from the Company’s operation by fully coordinate with the government officer or other related organization
    • Adhere to democratic and encourage employees to exercise their constitutional right to vote

The Company expects for the Board of Directors to work under best code of ethics framework to contribute to the utmost interest of the Company and all of its stakeholders within the following code of ethics framework:

  1. Carry out duties in compliance to the law, objectives, Articles of Association of the Company as well as the shareholders’ resolutions
  2. Manage operation with caution contributing to the interest of all stakeholders, both present and future, as well as maintaining the Company’s image
  3. Manage business operation with honesty without concentrating in politics or being under political influence and strictly being neutralized
  4. Have no conflict of interest in the business that competes with the Company’s business both directly or indirectly
  5. Manage business operation by avoiding personal conflict of interest with the Company’s interest so that it is done effectively and efficiently. Such interests including :
    • Not seeking unlawful benefit from duty both directly or indirectly
    • Shall not abuse the Company’s information and after resigning from the Company, never disclose secret information of the Company
    • Shall not become a director in the Company’s business competitor’s company
    • Having no benefits or any conflict of interest from the Company’s contract signing
    • Shall not accept assets or any other benefits which are contrary to the interest of the Company either for personal or family’s interest, e.g. never accept entertainment items, gifts, bus/air tickets or other tickets, leisure proposal, accommodations or other personal proposals
    • Carry out duties to the best capacity for the best interest of the Company which includes the duty in Board of Directors’ Meeting and other committees
    • The Company’s directors and its family members must not be a shareholder or receive benefits from the Company’s competitors or other businesses including other traders that may have conflict of interest with the Company. However, in the case that the company, business or such person is listed on the Stock Exchange of Thailand, the shares purchased from the SET or investment on mutual fund is not considered having conflict of interest with the Company’s interest provided that it does not have any impact on their duties with the Company
    • Shall not do any action that involves in the management of other business which might undermining the Company’s benefits or support any individual person or juristic persons either for the benefit of oneself or others
    • Shall not utilize inside information for buying or selling of the Company’s shares for own benefit or share such inside information to others for buying or selling of the Company’s shares.
    • Shall not buy or sell Company’s shares at least 7 days prior to the disclosure of the Company’s financial statement or status of the Company including other material information.
    • Disclose the shareholding and any change in the shareholding of the Company’s shares to the Company according to the company’s set rules to prevent the buying and selling of the Company’s shares by using inside information
  1. Self Conduct
    • Seek more knowledge and experience in order to enhance oneself to be more knowledgeable which can develop oneself more effectively and efficiently
    • Adhere to morals and must not beg for position, compliment or any other wrongful benefits from the supervisor or other persons
    • Avoid all kinds of addictions and behave oneself in such a way that it might not lead to the deterioration of one’s own as well as the Company’s dignity and reputation. For example, do not get involve in too much debt, stay away from all kinds of gambling and never get involved in any type of drugs.
    • Shall not involve in the profession or action which might adversely impact one’s own duties or reputation and the Company’s reputation.
    • Avoid having financial problem with the Company’s suppliers or among other employees including the lending and borrowing of money, asking for donation, discounting cheques, etc. except for charity and public activities
  2. Treatment towards the Company
    • Carry out duties with honesty, justice and prudently responsible with dedicating oneself both physically and mentally significantly for the best interest of the Company.
    • Carry out duties diligently and always seek ways to develop and improve works to maintain efficiency
    • Having discipline and always comply to the Company’s rules and regulations, Company’s value, culture which prescribed verbally or in writing
    • Maintain one’s own dignity to be acceptable by others and also not to do anything that might ruin the Company’s image and reputation
    • Utilize the Company’s resources to the best interest, conserve and take good care of them and never use them for personal interest
    • Employees are forbidden to participate in any act or to conceal the act which has conflict of interest with the Company or which might prevent them from carrying out duties with fairness or participate in the concealing of any illegal acts.
    • Shall not involve in any financial problem or incur any financial obligation with other persons who deal business with the Company
    • Carry out duties in accordance with the health, safety and work environment policies
    • Do not use one’s own authority or allow others to exploit the authority directly or indirectly to improperly seek for one’s own or other person’s interest
    • Possess consciousness, commitment and responsibilities towards the Company in carrying out duties in compliance with the Company’s set objectives under the health, safety and work environment policies by strictly complying to the related policy, rules, regulations and directions
  3. Treatment towards other employees
    • Encourage teamwork by offering coordination, assistance to each other for the overall interest of the Company
    • Treat co-workers with politeness, generosity, good human relationship. Adapt oneself to be able to get along well with others and do not conceal information necessary in carrying out duties of the co-workers
    • Respect others by not stealthily claiming other’s performance as one’s own performance
    • The supervisor should be respectful and become good example for the subordinates
    • The subordinates should treat their supervisor with respect
    • The subordinates shall listen to the supervisor’s suggestions and always pay respects to them and be polite to other employees in higher position
    • Avoid disclosing other employee’s story concerning both the work and personal issues or criticizing in such a way that it might destroy individual employee or ruin the Company’s image as a whole
    • Do not do anything immoral to other employees
    • Do not take any action that constitute sexual harassment against other employees as such action might lead to nuisance or undermine morale in the work environment, encouraging enemy or aggressiveness as well as interrupting the work of other employees unreasonably. Such behavior includes indecent actions or sex harassment whether verbally or physically
  4. Conflict of Interest
    • Employee and family must not acquire any benefit or being the shareholder of the Company’s competitor’s company or businesses including suppliers that the Company is dealing business with. However, if such shares are the shares of listed company, such shareholding or investment does not considered having any conflict with the Company as long as it does not have any impact on their duties.
    • Employee and family must not do any action which may hinder the Company’s interest whether arising from the persons having association with the Company’s business such as suppliers, customers, competitors or from the opportunity or information acquired from being the employee to seek personal benefit or from doing the business which competes with the Company’s business or from doing other duties other than the duties done with the Company which may impact the employee’s duty
  5. Confidentiality
    • Shall not disclose or find benefits from the confidential information which includes the keeping of Company’s secret by ensuring that the Company’s confidential information or document does not leak out to irrelevant persons which might cause damage to the Company
    • Do not use the Company’s information acquired on duty for one’s own or others’ interest improperly
    • Avoid making comments or opinion to outsiders or the media on the Company’s matters without having authority or duty to do so or any other matters that might have impact on the Company’s image and operation
  6. Financial Reporting and Internal Control System
    • Financial report should be done with accuracy, completeness, timely and reliability according to the generally accepted accounting standard
    • Effective internal control system should be set up in order to ensure that the Company has complied to its standard rules and regulations and related laws
  7. Procurement
    • Act properly without any bias in dealing business with the Company’s suppliers in order to protect against any blame of having special favor with a particular person which may lead to unfair procurement, auction, negotiation, etc. with the others
    • Provide correct straightforward facts to the suppliers so that it does not hasten them to make wrong decision or get correct but inadequate information
    • Do not accept any gifts, invitation to a feast or reception from the suppliers which especially arranged for a particular person or group including the invitation or any other activities financially supported by the suppliers so as to avoid any scandal and to protect against any probability to make compensation or give special favor in return for such gifts.
    • Shall not expect or ask for any compensated benefits either personal or in groups from the suppliers in whatever opportunity or situation and never receive any bribes in whatever forms
    • Only those suppliers who have the suitable qualifications and have the intention to accept the procurement job shall be invited to submit procurement proposals and those who do not have the qualification should not be invited just only to be used as bargaining tool with other suppliers. If only the proposal is needed for cost projection or budgeting purposes, such purpose should be informed clearly in advance
    • Provide clear and correct bidding criteria and treat all suppliers /bidders equally. Additional information, once asked and given to any one bidder, should be given to the others as well. If a bidder asks for postponement of proposal submission date, the other bidders should be informed of the new proposal date immediately as well.
    • The bidding price as well as other technical information of each bidder should be kept confidential
    • Procurement process should be done fairly and honestly without any improper influence
  8. Giving or receiving gifts, properties or any other benefits or entertainment
    • Employee and family must not request, receive or be allowed to receive money, things or any other benefits from the persons dealing business with the Company
    • Gift giving or receiving is allowed conventionally but such giving and receiving should not have any impact on any commercial decision making in relation to the Company’s business
    • Shall not accept the feast which consider to have too much value compare to the normal relationship from the persons who have the duty in dealing business with the Company
  9. Company’s stock trading and inside information usage
    • Shall not use inside information for one’s own interest in trading Company’s shares or give inside information to other persons for trading of Company’s share.
    • Shall not buy or sell Company’s shares at least 7 days prior to the disclosure of the Company’s financial statement or financial status including other important information
    • Those employees who can access the Company’s important information must report their shareholding and the changing of shareholdings of the Company’s shares according to the Company’s set rule in order to protect against the abuse of inside information
  10. Information Technology Usage
    • Avoid using illegal or morality violated internet site or forward the information and message of such internet site to others
    • Avoid sending e-mail which interferes with the Company’s operation or creates nuisance or violates the Company’s rules, laws or moral
    • Those employees who have special right to access other’s e-mail content can do so only after the approval from the authorized person
    • Those employees who access others’ e-mail without approval from the authorized person shall be considered violating the Company’s rule
  1. It is the duty and responsibility of the directors and employees to acknowledge, understand and comply strictly to the Company’s Code of Ethics
  2. It is the duty and responsibility of the employees to evaluate themselves in term of business ethics set forth by the Company
  3. The channels of asking questions and reporting clues of violation of ethics or receiving complaints are as follows:
    • Through supervisor according to supervision line
    • Through Human Resources & Admin. Manager
    • Through Internal Audit Manager

Such reporting and complaints must be done in writing

Business Code of Ethics of the Company is considered to be one of the Company’s disciplinary guidance in which all directors and employees have to comply strictly. Those employees who do not comply shall be put on disciplinary action according to the Policy and Rules of the Company Manual under Employees Disciplinary Action Section.
This Business Code of Ethics is effective as of 26 October, 2007