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Good Corporate Governance Policy

 

The Company’s Board of Directors has placed strong emphasis on making the Company’s business management appropriate, transparent, fair and accountable. The Company has established a Corporate Governance Code “CG Code” for listed companies 2017 by the Securities and Exchange Commission and Thai Institute of Directors. The Company’s Board of Directors has then modified the policy on Good Corporate Governance according to rules of the assessment of Good Corporate Governance in order to achieve goals of the stability of business and the society as well as the creation of maximum value for shareholders so that it brings benefits for every group of stakeholders. Also, they will be guidelines for the committee, executives, and employees to follow as stated by relevant law, rules, and regulations.

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 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 Company Limited. The contents include the Good Corporate Governance policy, the code of business conduct, the code of ethics for directors and executives, and the code of ethics for employees 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 2017, 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 and in compliance with the anti-corruption policy.

Moreover, the Board of Directors considers and reviews “Corporate Governance Code “CG Code” for listed companies 2017 by Securities and Exchange Commission. The Board reviews guidelines following CG Code and mechanism for performance and regulation. The CG Code is used and developed in order to regulate the performance, the organization’s decision making and risk management in order to achieve the goal to make profits in the long term and create value to the business sustainably. This will benefit the Company, shareholders, stakeholders, and interested parties.

In 2018, the Board of Directors operated the Good Corporate Governance as follows:

  1. The Board of Directors reviewed the policy on Good Corporate Governance, the manual of business ethics, the code of conduct for directors, executives, and employees through improving and completing them so that they were complete, clear, and consistent with guidelines and rules of ASEAN CG Scorecard of the CGR project by Thai Institute of Directors and align with the anti-corruption policy.
  2. The Board of Directors considered and reviewed the anti-corruption policy, anti-corruption measures, and the policy on whistle blowing and complaints. These policy and measures were modified in order to conform to current situations as well as rules and regulations related to regulatory agencies.
  3. To determine that any meeting of the Board of Directors which needs a meeting’s resolution, not less than two-thirds of all Directors of the Board have to attend the meeting. Such resolution is passed by majority vote. One Director has one vote. If an equal number of votes occurs, Chairman of the meeting has an additional vote as a casting vote. Any Director who has a conflict of interest in any matter, he/ she does not have the right to vote in such matter.
  4. To regulate the Company’s eight business groups to provide the action plan “Good Corporate Governance” (Action Plan GCG) in order to be consistent with issues proposed for criteria-specified improvement by the Internal Audit Division.
  5. 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 of MBK GROUP.
  6. To determine that all executives and employees annually take a test on rules, regulations, the policy and guidelines on anti-corruption, through the Company’s intranet system in order to ensure that all executives and employees have knowledge and understanding. Also, the knowledge and understanding can be used in work performance properly. Test results are used to assess the employees’ level of knowledge and understanding in order to improve the communication so that the employees have thoroughly understanding and realize their duties to encourage the good corporate governance of the organization.
  7. To promote and communicate the Good Corporate Governance and anti-corruption guidelines for MBK GROUP’s employees continuously.
  8. To exercise public relations through e-mails and the Company’s website in order to communicate with business partners, customers, and business agents in acknowledge as well as asking for cooperation to support a campaign against corruption by refraining from give presents to executives or employees, regardless of festivals or occasions.
  9. To determine that anti-corruption is part of the MBKYES ideology of the organization in order that all employees in MBK Group can hold it as working practices which the essence is in BELIEF as follows:
    BELIEF
    The ability to build trust, reliability, and confidence of both internal and external customers through the system and transparent working culture, morality and ethics, honesty and sincerity, keeping words and having responsibilities. All make the customers realize the professionalism which respond to customers properly and exactly as they expect, by holding to principles of honesty with oneself, work, the organization, and stakeholders as well as holding to moral principles and NO ACCEPTING ALL FORMS OF CORRUPTION.
  10. To set up the policy for MBK’s subsidiaries to announce their will to participate in anti-corruption of Thai private sector. In 2018, Paradise Park Company Limited (“PDP”)- which is a subsidiary of MBK- participated in the project on “Thailand’s Private Sector Collective Action Coalition Against Corruption”.

By virtue of the Company’s determination, emphasis on business operations, continuously holding 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 assessment of the Good Corporate Governance of Thai listed companies
    From the assessment of the good corporate governance of Thai listed companies, the Company has been ranked as ‘Excellent or 5 stars’ for 3 consecutive years since 2016. In 2018, the Company was one of 142 companies which were assessed as ‘Excellent or 5 stars’ from a survey of all 657 companies which were assessed by Thai Institute of Directors Association (IOD).
  • The Annual General Meeting Checklist 2018
    The Company has emphasized and improved the quality of the annual general meeting regularly and continuously. From the Annual General Meeting Checklist (AGM Checklist), assessed by Thai Investors Association, the Company got 100 marks (full marks) as its 7th consecutive year since 2012.
  • The Outstanding Listed Company for Sustainable Business Operations (ESG100)
    The Company was ranked as 1 of 100 securities possessing the outstanding Environmental, Social and Governance (ESG)- related operations for 3 consecutive years from the 683 companies nationwide in 2018, 656 companies nationwide in 2017 and 621 companies nationwide in 2016.

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 employees have 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 within the established framework, rules and regulations and without seeking undue benefits for themselves. The Company also puts in place procedures for the trading partners, competitors and officials to file 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 cooperation to the state, communities, society environment and educational institutions within the constitutional framework. The Company puts in place management systems of occupational health, 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, executives and employees are prohibited from abusing their authority in seeking information for their own benefits.