4. Code of Conduct for the Board of Directors and Executives
This Code of Conduct lays down the fundamental principles of personal and professional conduct expected of all directors and executives in their duties as follow :
Principles of Business Operation
To ensure maximum benefit to the shareholders, the Board of Directors has adopted a policy which gives equal and parallel importance to achieving set goals and the ways and means for achieving them.
The Board of Directors, therefore, stipulates both the goals and the means for achieving such success as described in the corporate vision, missions, ideals, values, principles, corporate governance policy and guidelines for business ethics and practices in this “Code of Conduct” manual. The objective is to inform directors and executives regarding the standard of practice the Company and subsidiaries expect when dealing with staff, shareholders, customers, suppliers, competitors and the society in general.
1. Responsibility to Shareholders
It is the policy of the Company and subsidiaries to conduct our business with integrity, honesty and ethics. We intend to do our best to develop our business while creating valuable investment returns for our shareholders in a continuing and sustainable manner in which all shareholders are treated equitably.
2. Compliance with the Law and Relevant Rules and Regulations
The Company and subsidiaries are committed to complying with all relevant laws, rules and regulations everywhere we operate and have established the following policies :
(1) Directors and executives must comply with local laws, rules, regulations as well as customs and traditions of the country in which the Company and subsidiaries operate.
(2) Directors and executives must comply with the announcements and stipulations of the Stock Exchange of Thailand (SET) and the Securities and Exchange Commission (SEC).
(3) Directors and executives must comply with the Company and subsidiaries’ rules and regulations.
(4) Directors and executives must not assist, support or conspire to avoid any legal or regulatory compliance.
(5) Directors and executives must cooperate with supervisory agencies as well as report information on violation of or non-compliance with existing laws or regulations.
Conflict of Interests and Keeping Confidential Information
1. Conflict of Interests
The Company and subsidiaries set as an important policy that directors and executives must not exploit their relationship with the Company and subsidiaries for personal gain. As a result, the following guidelines are stipulated:
(1) Avoid any transaction related to oneself, which may lead to a conflict of interest with the Company and subsidiaries.
(2) If it is necessary to carry out such transaction for the Company and subsidiaries’ benefit, conduct it as if it is a transaction done with a third party. However, any such transaction must be fully disclosed and approved by the relevant authority within the Company and
subsidiaries in advance. Furthermore directors or executives having an interest in a transaction must not be involved in its approval process.
(3) If a transaction is considered as a related-party transaction under the SET Notification,directors and executives must strictly comply with the rules and procedures regarding information disclosure by listed companies for such transactions.
(4) If a director or executive or a member of their family is involved with, or becomes ashareholder in a business in competition with the Company and subsidiaries, or anyother business that may cause a conflict of interest with the Company and subsidiaries; he/she must inform the Chief Executive Officer in writing.
(5) If a director or executive becomes a director, partner, advisor or participant in any other capacity in another company or business organization, such position must not conflict with the Company and subsidiaries’ business or that person’s direct responsibility to the Company and subsidiaries.
2. Use of Corporate Information
It is the responsibility of the Company and subsidiaries’ directors and executives to keep corporate information strictly confidential, especially internal information not yet disclosed to the public or any data or information that may affect the business of the Company and subsidiaries or the share price. The following guidelines have been established:
(1) Directors and executives must not use information they receive from their directorship or employment for personal benefit or for conducting business or other activities in competition with the Company and subsidiaries.
(2) Directors and executives in possession of corporate information which is not generally known and which may influence the share price (“inside information”) must refrain from dealing in the share of the Company and subsidiaries. Inside information shall not be given to any third party for the purpose of their dealing in the shares of the Company and subsidiaries.
(3) Business secrets shall not be disclosed to any third party especially to competitors even after a director or executive has left the Company and subsidiaries.
Responsibility to Properties and Assets of The Company and Subsidiaries
1. Protection of Properties and Assets
The Company and subsidiaries require our executives to use corporate resources and assets in the most efficient manner, to increase corporate competitiveness and to provide the best possible service to our customers in accordance with the following guidelines:
(1) Executives should use corporate resources and assets in a cost-efficient manner for maximum benefit of the Company and subsidiaries.
(2) Executives should help protect corporate properties and assets from improper depreciation or loss.
(1) Executives should prepare documents with honesty and prudence while meeting stipulated standards.
(2) Executives are prohibited from falsifying the Company and subsidiaries’ letters, reports or documents.
3. Use of Computer and Information Technology
(1) All computers, information technology, and information and data relating to its operation are the property of the Company and subsidiaries. Executives should not use such computers and information technology for personal interests.
(2) Executives are prohibited from disclosure to others of their password for access to the Company and subsidiaries’ information system.
(3) Executives are prohibited from disclosure of any information or data in the Company and subsidiaries’ information system to other parties without proper authorization.
(4) Executives are prohibited from changing, copying, deleting or destroying the Company and subsidiaries’ information or data without proper authorization.
(5) Executives are prohibited from using illegal software for any reason and from using copyright protected software without the permission of the copyright owner.
(6) Executives are prohibited from altering the adjustments of their computer equipment or installing any other accessories in addition to the standard equipment provided by the Company and subsidiaries.
(7) Executives are prohibited from using the Company and subsidiaries’ electronic mail system to transmit derogatory, offensive, pornographic, abusing or annoying messages.
(8) Executives may only use the internet to seek information and knowledge related to their work and shall not access illegal or immoral websites.
(9) Executives should use all communications equipment provided by the Company and subsidiaries, such as telephones, facsimile machines and mobile phones with appropriate sense of responsibility and care, taking interests of the Company and subsidiaries into consideration.
4. Giving and Receiving Bribes
(1) Executives are prohibited from demanding or receiving any benefit from trading parties, contractors, suppliers, advisors and those with whom the Company and subsidiaries are doing business.
(2) Executives are strictly prohibited from offering any benefit to government officers, customers, or any other external parties in any attempt to persuade them to commit a fraudulent action.
5. Gifts, Gratuities and Business Entertainment
(1) Executives should refrain from giving gifts or gratuities to, or receiving them from any trading partner or others with whom the Company and subsidiaries are doing business. Gifts given or received during festive occasions are excluded from this requirement provided that they have an appropriate value and are not related to any business commitment.
(2) Executives should refrain from giving or receiving unusually lavish entertainment to or from those with whom the Company and subsidiaries are doing business.
6. Public Comments and Mass Media Interviews
The Company and subsidiaries have designated the Chief Executive Officer (CEO) or Chief Marketing Officer (CMO) or Chief Financial Officer (CFO) to give media interviews and to answer questions posed by shareholders, the mass media and third parties.