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Good Corporate Governance Policy

 

The Company’sBoard of Directorshas placed strongemphasison making the Company’s business management appropriate, transparent, fairand accountable.The Companyhasestablished a Good Corporate Governance policy which is inline withtherulesand principlesof Good Corporate Governanceof theStockExchangeofThailand 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 Exchangeof Thailand. The Company also prepared a manualof business ethics and a 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.

The Company provides a manual of its Corporate Governance policy and code of business conduct of MBK Public CompanyLimited.Thecontents includethe Good Corporate Governance policy, thecodeof businessconduct, the codeofethics for directors and executives, and thecodeofethics foremployees by reviewing the Company’s Corporate Governance policy and code of business conduct annually. 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 the code of ethics for executives and the 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.

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

In the year 2016, the Board of Directors considered and revised the Corporate GovernanceReportofThaiListed Companies’ regulations bystreamlining the Company’s Good Corporate Governanceto beinline withtheguidelinesand 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 and in compliance with the anti-corruption policy which operations for the Good Corporate Governance were performed as follows:

  1. The Board of Directors reviewed the policyon Good Corporate Governance, the manualof businessethics, the codeof conduct for directors,executives, and employees throughimproving and completing them so that they were complete, clear, and consistent with principlesof the Good Corporate Governance for the listed companies on the Stock Exchange of Thailand.
  2. Toregulatethe Company’seight business groups to providetheaction plan“Good Corporate Governance” (ActionPlan GCG) inorder to beconsistent withissues proposed for criteria-specified improvement by the Internal Audit Division.
  3. To provide training in the policy on the Good Corporate Governance, the policy and practice guidelines on anti-corruption, and business ethics to directors, executives, and employees.
  4. To provide and announce anti-corruption measures to employees and the public.
  5. To specify that the Board of Directorsof the Company had toreport buying-selling shares/ possessing the Company’s securities to the Board’s meeting every time.
  6. To specify that directors who were not executives could have a meeting among themselves in order to discuss management-related issues which were in focus, without the Management Team in attendance.
  7. Tospecifythateverysub-committee(onlyata director level)madeareportontheresultsof its performance and was disclosed in the annual report.

By virtue of the Company’s determination,emphasison businessoperations,continuouslyholding to principles of the Good Corporate Governance, and regularly developing the Good Corporate Governance to be efficient and appropriate to the Company, therefore, the Company has been evaluated and awarded by organizations as follows:

  • The Corporate Governance Report of Thai Listed Companies 2016
    Fromthe Corporate GovernanceReportofThaiListed Companies,assessed byThai Instituteof Directors Association(IOD), the Company was 1of 80 companies whichreceived thehighest scores as “Excellentor 5 Stars” (a score range of 90-100 marks), from all assessed 601 listed companies.
  • The Annual General Meeting Checklist 2016
    The Company has emphasized and improved the quality of the annual general meeting regularly and continuously. From theAnnual General Meeting Checklist (AGM Checklist), assessed by Thai Investors Association, the Company got 100 marks (full marks) as its 5th consecutive year since 2012.
  • To be Certified as a Member of the Private Sector Collective Action Coalition against Corruption (CAC)
    The Company was certified as a member of the Private Sector Collective Action Coalition against Corruption(CAC) by CAC Certification Committeeon14th October2016.Thishelped confirm the Company’s definite anti-corruption direction obviously.
  • The Outstanding Listed Company for Sustainable Business Operations (ESG100) 2016
    The Company was ranked as1of100securities possessing theoutstanding Environmental, Social and Governance (ESG) - related operations 2016, from all 612 listed companies.

The Corporate Governance policy of MBK Public Co., Ltd. covers the following practices:

  1. The rights of shareholders
  2. The equitable treatment of shareholders
  3. The consideration of roles of stakeholders which consist of customers, business partners, competitors, creditors, employees, the society, communities, and the environment.
  4. The disclosure of information and transparency
  5. The responsibilities of the Board of Directors which consists of as follows:
    1. 5.1 The structure of the Board of Directors
    2. 5.2 Independence of Directors
    3. 5.3 Roles and responsibilities of Directors
    4. 5.4 Tenure of Directors
    5. 5.5 The specific Committees
    6. 5.6 The meeting of Directors
    7. 5.7 Separation of duties between the Board of Directors and the Management Team
    8. 5.8 Training and development of Directors
    9. 5.9 Self-assessment of the Board of Directors
    10. 5.10 Leadership and vision
    11. 5.11 The Company Secretary and the Company’s Compliance Supervisor
    12. 5.12 Succession plan
    13. 5.13 Remuneration of Directors and Senior Executives
  6. Internal control and risk management.
  7. Anti-corruption
  8. Business ethics.
  9. Conflicts of interest which include the supervision of use of inside information.
  10. Discipline review

The Company’s code of business conduct, code of ethics for directors and executives and code of ethics for employees cover the following practices and behaviors:

  1. In the conduct of the Company’s business affairs, the directors, executives and employees are required to comply with all the laws, rules and regulations. The compliance is beneficial to the overall management systems.
  2. The directors, executives and employees have responsibility towards the Company’s shareholders and treat them in an honest and equitable manner. For the convenience of the shareholders, the Company puts in place channels for the shareholders to file their complaints and to obtain information about the Company.
  3. The directors, executives and employeeshave responsibility towards the Company’s customers and treat them in a fair and equitable manner. The directors, executives and employees establish good relationships with the customers and provide them with correct information in a timely manner and keep confidentiality of their information. The Company also puts in place procedures for the customers to file their complaints and to give their opinions or suggestions about the management.
  4. In their conduct of business affairs, the directors, executives and employees show their responsibility towards the Company’s trading partners, competitors, and officials by behaving in an appropriate, equitable and fair manner withintheestablished framework, rules and regulations and without seekingundue benefits for themselves.The Company also puts in place procedures for the trading partners, competitors and officials tofile their complaints and to give their opinions or suggestions about the management.
  5. The directors, executives and employees show their responsibility towards the society, communities and environment by giving their assistance and cooperationtothe state, communities, society environment and educational institutions withintheconstitutional framework.The Company puts in place management systemsofoccupationalhealth, safety and environment in line with the legal requirements.
  6. The Company has responsibility towards its employees and treats them fairly. The Company looks after their employees in areas of benefits, welfare, working environment, and safety at work. The Company encourages the employees to develop their knowledge and skills and to make progress in their careers. The Company puts in place procedures for the employees to file their complaints on various matters.
  7. The Company encourages all employees to live corporate values and safeguard the organization, taking into account the interests of the organization or the public.
  8. The directors,executivesand employeesare prohibited from abusing theirauthorityinseeking information for their own benefits.