Equitable treatment of shareholders
The Company respects and ensures equitable and fair treatment of all shareholders. Whether they are major or minor, of big or small size holding, foreign or domestic, individual or institutional, the Company provides them with equal rights. This equitable treatment policy of the Company includes the principle of “one share, one vote”.
Proposing additional agenda and nominate the Directors
In addition, the Company opened for the shareholders to propose additional agenda and to nominate candidate to be a director of the Company in advance. Procedures and details were disclosed on the Company’s website during July 1st 2023 – September 30th 2023, but no shareholders had exercised the rights.
Prevent the use of inside information
The Company has policies and mechanisms for controlling the use of inside information by the Board members and executives for their own benefit as follows.
1) Give notice to the Board members and executives about their duties to report the Company’s shareholding and movement to the Securities Exchange Commission (SEC) under the Securities and Exchange Act B.E.2535 and regulations of the Stock Exchange of Thailand (SET).
2) Notify the Board of Directors members and executives of the forbiddance of them in being a partner or holding shares of a company conducting the same business.
3) Inform the Board members and executives that they shall not sell or buy the Company’s assets or conduct any business with the Company.
4) Require the Board members and executives to report to the Board or Company Secretary at least one day before their actual trading of the Company’s share.
5) Ask the Board members and executives to disclose their holding status and trading of the Company’s share and confirm their actual situation with them on a monthly basis through the Company Secretary.
6) Report to the Board of Directors on the shareholding status of individual Board member and executive at every Board of Directors meeting.
In 2023, there was no trading in the Company’s shares by insiders, especially, Directors and high-rank executives. And there was no one violate the use of inside information.
Related-party transactions (RPTs)
Related-party transactions (RPTs)
The Company, its subsidiaries and related companies have related-party transactions. The transactions include the purchasing or selling of produced goods, raw materials or fixed assets, service, expenses, dividend payments and other transactions that supported normal business activities. The selling and purchasing prices were in line with normal business rates or made with reference to the market price. All related-party transactions in 2023 were disclosed in Note No. 4 in the financial statement for the year ended September 30th, 2023, and both Board of Directors and Audit Committee reviewed the transactions to ensure they were justified and appropriate.
Related-party transaction policy
The Board of Directors and the Audit Committee consider and give opinions about related-party transactions or transactions possibly causing conflicts of interest between the Company and its subsidiaries, related companies and any other related persons by holding principles of prudence, rationality, fairness, consideration of stakeholders’ involved interest and disclosure of sufficient information to comply with rules and regulations of the Stock Exchange of Thailand (SET) and the Securities and Exchange Commission (SEC).
Related-party transaction procedure
In case the Company has any related-party transaction with any person or companies who has a conflict of interest with the Company, that transaction has to be consented by the Audit Committee and approved by the Board of Directors. The related-party transaction must comply with the rules and regulations of the Stock Exchange of Thailand (SET) and the Securities and Exchange Commission (SEC) relating to related-party transactions and the acquisition or disposal of assets. Any member of the Board of Directors who has an interest in any related-party transaction shall declare to the Audit Committee and the Board of Directors, and refrain from rending any opinion or vote. In this regard, to approve the related-party transaction, the Company must comply with the procedure and process, considering the Company’s optimal benefits, and treat that related-party transaction on the same basis as an outsider’s transaction. If the Company has to perform any related-party transaction in future, the Company must strictly comply with the approval process as mentioned above. If such a related-party transaction is required to be considered and approved by the Audit Committee, it shall be examined and considered independently whether it is needed and appropriate. In case the Audit Committee has no expertise on the mentioned related-party transaction, the Company will appoint an independent expert or its external auditor to assist the Audit Committee in that process to obtain the most effective comment or information so that the Board of Directors, the Audit Committee, or the Shareholders can use it to support their decisions in each case. In addition, the Company will make disclosure of the transaction in the note to the Company’s financial statements.
Related-party transaction control and monitoring
For regular transaction which mostly consists of transactions between the Company’s group companies, the Company’s management will set pricing policy to ensure buying and selling price based on market ones or normal trading conditions. In case the Company has to conduct any irregular transaction, the Company’s Executive Director responsible for the administration will manage and control the transaction with the corporation of Company Secretary in order to ensure the implementation of transaction in line with related policies and regulations. The Internal Audit of the Company regularly reviews the related-party transactions. In addition, the Audit Committee generally reviews and discusses about the related-party transactions with the Company’s external auditor in order to help protect conflicts of interest and see if the related-party transactions are adequately and properly disclosed.
