Policy and Guidelines
The company has a crucial policy to prevent directors, executives, and employees from using their positions for personal gain. This is outlined in the code of conduct, which specifies that directors, executives, and employees must avoid transactions that could create conflicts of interest with the company. If such transactions are necessary, they must be conducted at fair market value and on an arm’s length basis. Directors, executives, or employees with a vested interest in the transaction must not participate in its approval. If a transaction qualifies as a related party transaction under the regulations of the Stock Exchange of Thailand, it must comply with the relevant criteria, procedures, and disclosure requirements.
Additionally, the board of directors prohibits the use of opportunities or information obtained from their roles for personal benefit or to engage in businesses that compete with the company or related businesses. They are also prohibited from using insider information for personal gain in trading the company’s shares or providing insider information to others for trading purposes. Executives and employees involved in specific projects with non-public information that could affect the company’s stock price must sign a confidentiality agreement until the information is disclosed to the Stock Exchange of Thailand and the Securities and Exchange Commission.
The company has implemented the Market Sensitive Information Policy and Standard Practice Manual since 2017. This policy is mandatory for the board of directors, executives, employees, consultants, and subsidiaries to understand and follow. The policy includes the following key points:
- Implementing internal controls to prevent the leakage of confidential information.
- Cultivating an organizational culture through regular communication to ensure all relevant parties are aware of their duty to maintain the company’s confidentiality.
- Limiting access to confidential information to the minimum necessary (Need to Know Basis) and controlling access by contractors and other service providers.
- Exercising caution when receiving or transmitting information to third parties, ensuring all parties are aware of their responsibilities regarding the use and control of confidential information.
- Maintaining appropriate information technology and control systems.
Communication, Implementation, and Monitoring
In 2024, the company established a monitoring system to ensure compliance with corporate governance policy and code of conduct. This includes adherence to practices for preventing conflicts of interest, insider trading, and managing market-sensitive information. The corporate governance department, in collaboration with the human resources department, has developed learning materials and communication documents available through the company’s internal portal. These resources are designed to educate and raise awareness among directors, executives, and employees (100%) about the importance of following the company’s policies. Orientation and follow-up activities are conducted to ensure new directors, executives, and employees acknowledge and comply with these practices.
In addition, the Company Secretary reported to the Board of Directors’ to communicate and clarify the revised guidelines for reporting conflicts of interest of directors and executives to the Securities and Exchange Commission (SEC) as stipulated in Notification SorJor.6/2567. According to these guidelines, reports must be submitted within 3 business days from the date of any change in securities holdings, except in cases where the value of each transaction is less than 3 million baht. In such cases, reporting may be done within 3 business days from the date when the cumulative transaction value reaches 3 million baht, or at the end of 6 months from the date of the first transaction, whichever comes first. All directors (100%) have acknowledged these new revised guidelines.
In 2024, there were no violations of the conflict of interest prevention guidelines.