Corporate Governance Policy
TTCL Public Company Limited aims to operate under the principles of Good Corporate Governance which reflects efficiency, transparency, and accountability in the management, creates the confidence and creditability to the shareholders, investors, the stakeholders, and all related parties, and also takes the interests of company stakeholders into account. These create the company’s competitiveness, growth and long-term value for shareholder. The principles and practices of Good Corporate Governance are presented in 5 categories, namely;
- Rights of Shareholders
- Equitable Treatment of Shareholders
- Roles of Stakeholders
- Disclosure and Transparency
- Board of Director Responsibilities
The Company has clearly established the Good Corporate Governance Policy and related practices in order to strictly abide by as follows:
The Company recognizes the importance of rights and promotes the shareholders to exercise their legal fundamental rights. The guidelines for best practices towards shareholders are as follows;
- The Company shall respect the rights of shareholders according to the law.
- The Company shall hold the Annual General Meeting of Shareholders (AGM) every year within four months after the end of each fiscal year. The extraordinary meeting of shareholders shall be called on case by case.
- The Company shall provide an opportunity for shareholders to propose an agenda in advance including invitation notice with precise details that shall be sent to the shareholders.
- The Company shall facilitate all shareholders with equality and shall not deprive the rights of shareholders. Moreover, the Company shall support the shareholders to exercise their rights in protecting their own interests.
- The Company shall prepare and publish the minutes of shareholders’ meeting, and consider comments from the meeting to improve the shareholders’ meeting continuously.
This Policy is precisely set to avoid the situation that may cause conflict of interest and prevent internal information. Encourage all shareholders to be entitled to common shareholder rights and to be treated on an equitable and fair basis as follows;
- The Company provides an opportunity for shareholders to propose an agenda and to nominate director for the election at least 3 prior months before the end of fiscal year.
- The Company provides an opportunity for shareholders to be entitled to assign proxies to the meeting to cast ballots for them. The Company prepared proxy forms A, B and C to Shareholders.
- The Annual General Meeting of shareholders shall be conducted according to the agenda notified in the notice and it is the policy not to add items to the agenda without the notice to shareholders in advance.
- Shareholders vote on every agenda using the ballot distributed at the meeting. In counting votes, one share is equal to one vote.
- Current information shall be published at the Company’s website including disclosure information in accordance with various regulations to SET in Thai and English to inform shareholders about major Company’s update of data and information.
- The Company clearly discloses the shareholding structure of the Company and its subsidiaries to ensure that it does not constitute any forms of cross or pyramidal shareholding structure.
- The Company sets up the ethical codes on maintaining confidential information and using of internal information in the Corporate Governance Manual.
- The directors, management and the employees who related with finance, accounting and the internal confidential
information must avoid trading TTCL’s share with advantage of such information and refrain from the security trading
within 30 days before disclosure of financial statement.
Incidentally, the situation such as a need to spend money, execution under the law or court order, must be authorized by;
- Chairman of the Board of Directors (in case of the seller is company director or company secretary)
- Chairman of Audit Committee (in case of the seller is Chairman of the Board of Directors)
- President & CEO (in case of the seller is not the company director and company secretary)
The Company recognizes stakeholders’ legitimate rights and any agreement with the company on an equitable basis as follows;
- The Company realizes the importance of all stakeholders’ rights according to the law, either inside such as employee, board of management and subsidiaries or outside the Company such as shareholder, customer, business partners, business competitors, creditors, financial institutions, local communities, society, environment, and relevant public agencies and organizations.
- The Company respects human rights and does not associate with forced labour, child labour and human trafficking.
- The Company also emphasises on respecting intellectual property rights of business partners and other third parties. Protect and administer the Company’s intellectual property.
- The Company realizes on the anti-corruption by determining the Anti-Corruption Policy for business operation in order to be consistent with the principle of Good Corporate Governance.
- The Company shall provide a communication channel for all stakeholders to report any clue or whistle blowing relating to illegal action, misconduct, or corrupt practice which damage the Company’s benefit or reputation.
- The Company realizes the importance of Corporate Social Responsibility by determining the Corporate Social Responsibility and Sustainable Development Policy and has intention to co-operate with company’s stakeholders. The Company aims to create and maintain good relationship based on trust and mutual respect, to realize any possible impact on company’s stakeholders, environment and continuously supports Corporate Social Responsibility.
- The Company recognizes the Safety and Occupational Health of stakeholders including the highest priority of prevention in environmental impact by determining the Occupational health, Safety and Environment policy and adopting the provisions of Occupational Health and Safety Management System (OHSAS 18001, TIS 18001 and ISO 14001) as a part of company’s execution.
The Company disclosed essential corporate information both financial and non-financial, and it should be made correctly and in a timely to stakeholders for their decision as follows;
- The Company shall disclose information of Board of Directors and Board of Management Remuneration Fee and Shareholding.
- The Company provides report of financial statements together with report of auditor in annual report.
- The Company shall have the protection scheme in using inside information.
- The Company shall disclose information on material matters via Company website in Thai and English as required by SEC and SET.
- The Company has the Investor Relations Department as communication channel to disclose the efficiency and correct information to investors and other related.
The Board of Directors takes a key role in determining the Company’s direction in accordance with the principles of Good Corporate Governance and immensely performs the duties in the best intention together with ensuring all stakeholders of the complete responsibilities. Moreover, the Board of Directors focuses on monitoring the performance along with risk management and internal control in order to effectively achieve the objects and goals under the framework of relevant laws and regulations.
- Qualifications, Authority and Responsibility
The Board of Directors consists of the directors with various qualities including ability, knowledge and profession which are beneficial for the company operation. The directors must be prepared to give adequate time and effort to perform their duties and realize their responsibility which is pursuant to law, rule and regulations of SEC and SET. The quality, scope, authority and responsibility of the Board of Directors and Chairman of the Board of Directors are specified into the Charter of the Board of Directors.
- Independence and Impartiality of Directors
The Board of Directors shall independently perform the duty and exercise the discretion from the Management and major shareholders. Each director has the duty and independence to ask questions, express opinions or make objection and vote as he or she sees fit in relation to all matters affecting the interests of the Company, shareholders or stakeholders.
The Board of Directors has appointed the Subcommittees to be responsible for the matter assignment, the quality, scope, authority and responsibility of the Sub-Committee as they are specified to be pursuant to law, rules and regulations of SEC and SET.
- Company Secretary and Assistant to Company Secretary
The Board of Directors has appointed the Company Secretary and Assistant to Company Secretary whose duties and responsibilities are stipulated in the Securities and Exchange Act. The Company Secretary is responsible for organizing the meeting of Board of Directors and Shareholders, to advise the Board of Directors the rules and regulations that must be complied, to keep the register of directors, invitation letter and to record the minutes of meeting of Board of Directors and Shareholders, the report on conflict of interests of directors or management and other duties as required by the Capital Market Supervisory Bond.
- Code of Conduct and Code of Business Ethics
Code of Conduct and Code of Business Ethics are an integral part of corporate governance. Therefore, the management and employees must be realized, aware and practicing at the same standard. Code of Conduct and Code of Business Ethics are gathered into Company’s Corporate Governance Manual.
- Board of Directors and Subcommittees Self-Assessment
The Company organizes the annual self-assessment as to be pursuant to the rules of SET in order to assess the performance of the Board of Directors and Subcommittees both individual and a whole of each Subcommittee for improving and developing the operation of the Board of Directors and Subcommittees.
This Corporate Governance Policy has been considered and reviewed by Corporate Governance Committee and presented to the Board of Director for approval as per its resolution of the Board of Directors’ Meeting No 1/2562 on February 28, 2019 and effective on February 28, 2019.
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