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Good Corporate Governance Policy

 

The Company's Board of Directors places strong emphasis on making the Company's business management appropriate, transparent, fair and accountable. The Company established a Good Corporate Governance policy which was in line with the rules and principles of Good Corporate Governance of the Stock Exchange of Thailand and Thai Institute of Directors which will bring about transparent business management and control as well as stability for the Company's business operations.

In 2003, the Company established a Good Corporate Governance policy which was in line with the Good Corporate Governance promoted by the Stock Exchange of Thailand. The Company also prepared a manual of business ethics and the code of conduct for directors, executives and staff. The written information was disseminated to all the Company's executives and staff to sign an acknowledgement of compliance.

In 2015 the Company's Board of Directors has considered to review and improve the Good Corporate Governance policy, the business moralities, the committee ethics, the management ethics and the staff ethics. They were completely improved in according to a Good Corporate Governance policy for a listed company of The Stock Exchange of Thailand principles. The policies consist of the recommended best practices under the five categories as follows:

1.Rights of Shareholders
2.Equitable Treatment of Shareholders
 
3.Consideration of the Roles of Stakeholders
4.Information Disclosure and Transparency
5.Responsibilities of Directors

The Company provides a manual of its Corporate Governance policies and code of business conduct of MBK Public Company Limited. The contents include the Good Corporate Governance policies, the code of business conduct, the code of ethics for directors and executives, and the code of ethics for employees. They are given to all directors, executives and employees for their acknowledgment, sign-off, training and practice. The information, knowledge and the related news on the Corporate Governance are also distributed to the executives and employees regularly through the Company's internet and website. The orientation activities organized for new executives and employees also cover the topics on Corporate Governance as well as code of ethics for executives and code of ethics for employees for their information and practice guidelines. Moreover, when the Company makes their investments in various areas of businesses, it applies the principles of Good Corporate Governance to the business operations of those subsidiaries. The Company's Board of Directors is mainly determined to conduct all the Company's business affairs in an appropriate, transparent and fair manner. The adherence to the principles of Good Corporate Governance will not only enhance the confidence of all concerned, including its shareholders and stakeholders, but also will add value to the Company in long term.

In the year 2015, The Board of Directors considered and revised the Corporate Governance Report of Thai Listed Companies' regulations by streamlining the Company's Good Corporate Governance to be in line with the guidelines and regulations of ASEAN CG Scorecard standard. The objective was to develop Corporate Governance to be in accordance with the Thai Institute of Directors' CGR Project.

The Corporate Governance policy of MBK Public Company Limited covers the following practices:

  1. Factors and responsibilities of the Company's Board of Directors which include as follows:
    1. 1.1 The structure of the Board of Directors
    2. 1.2 Independence of Directors
    3. 1.3 Roles and responsibilities of Directors
    4. 1.4 Tenure of Directors
    5. 1.5 The specific Committees
    6. 1.6 The meeting of Directors
    7. 1.7 Separation of duties between the Board of Directors and the Management Team
    8. 1.8 Training and development of Directors
    9. 1.9 Self assessment of the Board of Directors
    10. 1.10 Leadership and vision
    11. 1.11 Remuneration of Directors and Senior Executives
    12. 1.12 Succession plan
  2. Rights and equitable treatment of shareholders and the dividend payment policy.
  3. Rights of the Company's stakeholders including customers, trading partners, competitors, creditors, employees, society, communities and the environment.
  4. Information disclosure and transparency as well as investor relations.
  5. Internal control and risk management.
  6. Business ethics.
  7. Conflicts of interest which include the supervision of use of inside information.