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.
