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Principles on the Good Corporate Governance

Realizing that corporate governance helps strengthen trust and confidence among investors, financial institutions, business partners and other stakeholders in the business, the Board of Directors of Thai Factory Development Public Company Limited has adopted the principles of corporate governance (CG) as a guideline for directors, executives and employees to comply with. The Board of Directors has periodically updated the CG principles as well as disseminated this and other information through the Company’s website at http://www.tfd-factory.com.

The principles on good corporate governance can be divided to eleven important chapters are as follows:

Chapter 1 Business philosophy
Chapter 2 The Board of directors
Chapter 3 Ethics of the Board of directors, the management and the employees
Chapter 4 Reports on the finance, the management and the internal control
Chapter 5 Risk management
Chapter 6 Rights of the shareholders
Chapter 7 Equitable treatment of shareholders
Chapter 8 Role of the stakeholders
Chapter 9 Disclosure of the information and transparency
Chapter 10 Responsibility for the society and the environment
Chapter 11 The anti-corruption


Chapter 1 Business philosophy

The Company has the intention to be the best on the organization that does business on real estate development with good management, focusing on increasing the operation to be flexible with the capability in competition and can operate with optimization to the involved persons, including the stakeholders. Moreover, the Company is determined to be an organization with good ethics, transparency and accountability to increase the value to the business and acceptability by everyone involved.

From the said intention the Company has prescribed the philosophy in the business for the Board of directors, the management and the employees to use as guidelines for the operations. It emphasizes the personnel to have good attitude with the learning behavior and development creatively and consciously on the overall society. The said philosophy consists of the following essence:

1. Main principles in the business operations and good corporate governance
  • Accountability is the responsibility on decision-making and self-action and can explain the decisions.
  • Responsibility is the responsibility toward the duty with adequate capability and effectiveness.
  • Equitable treatment is treating the stakeholders and all parties equally, justifiably and explicably.
  • Transparency is transparent operations that can be verified and the information disclosed to all involved parties.
  • Vision to create long-term value is having the vision to build added value to the business in the long run.
  • Ethics is maintaining the ethical value while doing the business.

2. Corporate Values

To the shareholders - It shall do business with sustainable growth and profitability, considering the good return on investment.
To the customers - It shall build satisfaction to the customers by presenting the products and services with high quality at the international-standard level at the fair prices.
To the employees - It shall support the development on capability of working at the professional level continuously with confidence for the life quality of the employees to be equal to the leading companies.
To the community - It shall be responsible for and has participated in development of the environment with good quality life for the community.
To the trade partner - It shall build good relations for mutual interest.

3. Corporate Culture

Attitude
  • Having the ownership feeling.
  • Focusing the business interest as priority.
  • It is customer-centered.
  • Focusing the organization to have continuous development.
  • Having the conscience on team spirit with the mutual goal that is clear.
  • Thinking method
  • Thinking in analytical method with the strategic system and in-line issue.
  • Working behavior
  • Having the clear framework and working plan.
  • The working method can be adjusted according to the situation.
  • Working in teamwork.
  • Recording and collecting information for analysis and building as knowledge.
  • Having the system to transfer the working method systematically.
  • Knowing how to manage the time.
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    Chapter 2 The Board of Directors

    1. Criteria and procedure for nominating director and the high-level management

    1.1 State of leadership and independence of the board of directors

    • The Board of directors under the leadership of the chairman shall have the state of leadership and can control the operations of the management efficiently and effectively to achieve the targets that are the heart of the business of the Company by building and increasing the investment value to the shareholders, the government sector, the people and the stakeholders.
    • The Board of directors should consist of independent directors with knowledge and capability, and should convene at least four times per month. The independent directors must access to the financial data and other business sufficiently to express opinions independently, keeping interest of those involved by attending the meeting regularly.
    • The Company requires that Chairman and Managing Director be elected from members of the Board of Directors and that they are two different persons where roles and responsibilities relating to policy, performance evaluation and management are separated from each other. Chairman of the Board shall have leadership skills. His major responsibilities are to ensure that the Board is independent from the management, to adopt meeting agendas based on the Board’s responsibility and to effectively chair the meeting of the Board of Directors and Shareholders by encouraging all directors to participate at the meeting.

    1.2 Elements of the Board of directors and the appointments

    • The Board of directors be comprised of:
      Executive director,
      Non-executive director,
      Independent Director
    • The Company aims to have the independent directors to be the most professional possible, but no less than 3 persons.
    • The directors should come from the authorities in various fields to integrate the necessary ability, consisted of the persons knowledgeable in real estate development at least 3 persons, at least one legal-knowledgeable person, and one person in accounting and finance.
    • Appointments of the directors should comply with the specific agenda, transparency and clarity by disclosed the number of years each director has been with the company in the annual report and the company’s website.

    1.3 Appointments of other committees

    • The Independent Committee: The Board of directors must appoint the independent committee as part of it; from the directors at least 3 persons with 1 person must have knowledge on accounting/finance. The audit committee must have the qualification on independence, according to the notice of the SET on the qualification and scope of operations of the audit committee to inspect/supervise the operations of the Company. It shall report on finance, internal control, selection of the auditor, and consideration on the interest, including reporting on governance of the business of the audit committee. At present, the Company has three members of the Audit Committee with acknowledge for reviewing the Company financial report as follows:

      1. Mr. Prasong Vara-ratanakul Audit Committee Chairman
      2. Mr. Sommart Sangkhasap Audit Committee Member
      3. Dr. Sutham Vanichseni Audit Committee Member
    • The Corporate Governance, Nomination and Remuneration Committee: The Board of Directors on 11 November 2010 appointed three independent directors as members of the Corporate Governance, Nomination and Remuneration Committee whose term of office is three years or until they are no longer the Company’s directors. The three are fully qualified according to the criteria of the Stock Exchange of Thailand (SET) and the Securities and Exchange Commission (SEC) Re: Qualifications of independent directors. They are:

      1. Mr. Prasong Vara-ratanakul Corporate Governance, Nomination and Remuneration Chairman
      2. Mr. Sommart Sangkhasap Corporate Governance, Nomination and Remuneration Committee
      3. Dr. Sutham Vanichseni Corporate Governance, Nomination and Remuneration Committee

      The Corporate Governance, Nomination and Remuneration Committee should meets at least twice during the year for consideration of any matters to achieve their responsibilities assigned by the Board.
      In addition, the Board of directors clearly state a policy that independent directors who have served on the Board beyond nine years from the date of their first appointment should be subject to particularly rigorous review of their continued independence.

    2. Characteristics and qualifications of the Board of directors

    • Having the qualification and disqualification meeting the Public Company Act.
    • The Board of Directors will thoroughly review performance of directors sitting in the board of various companies. In other words, each director should not hold directorship in more than five listed companies and non-listed subsidiaries.
    • The independent directors must have the qualifications concerning independency, according to the notices of the Stock Exchange of Thailand (SET) and the Securities and Exchange Commission (SEC) Re: Qualification and scope of work of the audit committee, and can oversee the interests of all the shareholders equally, and no conflict of interest between the Company and the management, the major shareholders of other companies, which the management / major shareholders in the same group. Moreover, it can attend the Board meetings and express opinions independently.
    • According to the rule and regulation of the Stock Exchange of Thailand (SET) and the Securities and Exchange Commission (SEC) Re: Qualifications of an independent director, determine the structure of Listed Company’s Board of Directors that shall be at least one-third of the Board membership is made up of independent directors and the sub directors should be an independent director. The Company is able to determine the qualifications of an independent director over the standard of SET and SEC.
    • The independent directors must have the qualifications concerning independency from major shareholders, executives, and related person or director not being as executive of the Company, subsidiary, and associated companies. Those qualifications are comply with the rules and regulations regarding clause 17: qualifications of an independent director of Notification of the Capital Market Supervisory Board No. TorChor. 39/2016 Re: Application for and Approval of Offer for Sale of Newly Issued Shares as follows.

    Qualifications of TFD’s independent director

    1. Holds shares not exceeding 1% of the total shares with voting right of the applicant, its parent company, subsidiaries, associates, major shareholders, and controlling parties of the applicant, provided that the shares held by the related parties of such independent director shall be included.
    2. Is not or has never been an executive director, employee, staff, advisor who receives salary, nor controlling parties of the applicant, its parent company, subsidiaries, associates, same-level subsidiaries, major shareholders, or controlling parties of the applicant unless the foregoing status ended at least 2 years prior to the date of submitting the application to the Securities and Exchange Commission (SEC), provided that such prohibition shall not include the case that such independent director has ever been official or advisor of the government sector that is the major shareholder or controlling party of the applicant.
    3. Is not the person who has relationship by means of descent or legal registration under the status of father, mother, spouse, brothers and sisters, and children. The prohibitive persons also include spouses of daughters and sons of management, major shareholders, controlling party or the person who is in the process of nomination to be the management or controlling party of the applicant or its subsidiary.
    4. Have no or never had business relationship with the applicant, its parent company, subsidiaries, associates, major shareholders, or controlling parties of the applicant in respect of holding the power which may cause the obstacle of the independent decision, including not being or never been the significant shareholder, or controlling parties of any person having business relationship with the applicant, its parent company, subsidiaries, associates, major shareholders, or controlling parties of the applicant unless the foregoing status ended at least 2 years prior to the date of submitting the application to the SEC.
      The business relationship mentioned under the first paragraph shall include business transaction in ordinary business manner of rent, or lease the immovable property, transaction related to assets or services, or the financial support regardless of being lent or borrowed, guaranteed, secured, by assets, debt, and any otherwise similar performance which causes liability or obligation to the applicant or counter party, have provided that such liability is equal to or exceed 3% of the net tangible assets of the applicant or equal or above 20 million baht, whichever is lower. In this regard, the calculation of such liability shall be in accordance with the calculation method of the value of connected transaction under the Notification of Capital Market Supervisory Board governing the conditions of connected transaction mutatis mutandis. The liabilities incurred during a period of 1 year prior to the date of having business relationship with the above party shall be included on calculation of such liabilities.
    5. Is not or has never been the auditor of the applicant, its parent company, subsidiaries, associates, major shareholders, or controlling parties of applicant, and is not the significant shareholder, controlling parties, or partner of the auditing firm which employs such auditor of the applicant, its parent company, subsidiaries, associates, major shareholders, or controlling parties of the applicant unless the foregoing status ended at least 2 years prior to the date of submitting the application to the SEC.
    6. Is not or has never been the professional service provider, including but not limited to legal service or financial advisor with received service fee more than 2 million baht per year from the applicant, its parent company, subsidiaries, associates, major shareholders, or controlling parties, and is not the significant shareholder, controlling parties, or partner of the above mentioned service firms unless the foregoing status ended at least 2 years prior to the date of submitting the application to the SEC.
    7. Is not the director who is nominated to be the representative of directors of the applicant, major shareholders, or any other shareholder related to the major shareholders.
    8. Do not operate the same and competitive business with the business of the applicant, or its subsidiaries, or is not a significant partner of the partnership, or is not an executive director, employee, staff, advisor who receives salary, nor holds shares for more than 1% of the total shares with voting right of any other company which operates same and competitive business with the business of the applicant, or its subsidiaries.
    9. Is not any otherwise which is unable to have the independent opinion regarding the business operation of the applicant

    Such independent director may be assigned by the Board of directors to make decision in respect of collective decision on business operation of the applicant, its parent company, subsidiaries, associates, same-level subsidiaries, major shareholders, or controlling parties of applicant.

    3. Main duties and responsibilities of the Board of directors and sub-Committees

    3.1 Scopes of work of the Board of Directors

    1. To review and approve actions as required by the laws
    2. To regularly review managing director’s performance; to set managing director’s remunerations
    3. To determine the business’s vision and be responsible for the business’s operation results and performances of the management by promoting attentiveness and prudence
    4. To review and approve major strategies and policies, objectives, financial goals, work plans and to regularly monitor the management for their compliance
    5. To set up a reliable accounting system, financial reporting and auditing as well as a process that evaluates the soundness of an internal control system and an internal auditing system to ensure their efficiency and the effectiveness of the Company’s risk management, financial reporting and monitoring practices, at least annually as well as disclose the review results in the annual report.
    6. To supervise and resolve problems of conflict of interest among stakeholders
    7. To oversee the Board of Director’s practices to be in line with corporate governance and ethical work practices
    8. To be authorized to approve investment items and expenses in projects exceeding Baht 500 million in value which however shall be aligned with relevant regulations of the SEC, the Capital Market Supervisory Board and the SET.

    The Executive Board of Directors shall be empowered to approve investment items and expenses in projects for a value not exceeding Baht 500 million. Chief Executive Officer (CEO) will have the authority to do so for projects of which the value does not exceed Baht 300 million; while Managing Director is authorized to approve investment items and expenses not exceeding Baht 100 million in value.

    3.2 Major responsibilities of the Sub-Committees

    The Board of Directors has set up two committees; namely, the Audit Committee and the Corporate Governance, Nomination and Remuneration Committee, whose responsibilities are as follows.

    3.2.1 Scopes of work of the Audit Committee

    1. To review the Company’s financial statements to ensure that it reflects the Company’s actual financial status.
    2. To review that the Company has put in place an appropriate and effective internal control and internal audit; to approve an appointment, transfer, termination and performance evaluation of head of the Internal Audit Department and to review the Internal Audit Department’s independence in its performance and reporting tasks as well as its line of command.
    3. To review the Company’s compliance with the laws on securities and exchange, the SET’s requirements or other laws relating to the Company’s business.
    4. To review, select, nominate, appoint and propose the auditor’s fee and to review the auditor’s independence in case the Company’s auditor provides other non-audit services which could lead to its lack of independence; to organize a meeting with the auditor without the presence of the management at least once a year in order to seek opinions in various matters from the auditor.
    5. To review compliance and information disclosure in the case of connected transactions or any transaction with a potential conflict of interest for the purpose of accuracy and comprehensiveness.
    6. To prepare the Audit Committee’s annual corporate governance report to be signed by Chairman of the Audit Committee. This report will be published in the Annual Report and sent to every shareholder. The report will feature the number of the Audit Committee’s meetings being held during the year, meeting attendance of each of the Committee’s members and their opinions in the following issues:
      • Accuracy, comprehensiveness and reliability of the Company’s financial statements
      • Adequacy of the Company’s internal control
      • Legal compliance with the laws on securities and exchange, the SET’s requirements or other legislations relating to the Company’s business
      • The auditor’s suitability
      • Transactions with a potential conflict of interest
      • Overall opinion or observation that the Audit Committee has received from performing its duty based on the Charter
      • Other information that shareholders and investors should learn based on the roles and responsibilities entrusted by the Board
    7. To perform other duties as designated by the Board upon the Audit Committee’s approval.

    3.2.2 Scopes of work of the Corporate Governance, Nomination and Remuneration Committee

    The Corporate Governance, Nomination and Remuneration Committee has a duty to recommend, supervise and review corporate governance practices of the Company as well as nominate those qualified as the Company’s directors to replace directors resigning on rotation or in other cases. The Committee also reviews an evaluation system of performance of the Board and other committees. It is responsible for a succession plan of the Company’s managing director, which will then be reported to the Board for approval or for proposing to the Shareholders’ Meeting, as the case may be. The Committee also studies changes and trends of director’s remunerations and recommend it as a policy to keep quality people with the Company while acting as an incentive to help expanding the Company. Its jobs are as follows.

    1. To review corporate governance policies and practices and business ethics to see if they are sound and adequate; to improve and update such policies
    2. To monitor the compliance of a corporate governance policy and business ethics by the Board, the management and staff according to the Company’s practices and policies
    3. To promote compliance with corporate governance policies and practices and business ethics for continued effect and to ensure that it fits the Company’s business
    4. To recommend the Company, the Board, the management and workgroups on corporate governance
    5. To determine how to nominate director or managing director systematically and transparently
    6. To nominate those appropriate as a director or a managing director in case of vacancy for further recommendation to the Board or the Shareholders’ Meeting, as the case may be.
    7. To recruit future directors to replace those whose term is expired for further recommendation to the Board or the Shareholders’ Meeting
    8. To nominate director qualified as a member of the Committee for recommendation to the Board in case of vacancy
    9. To recommend how to evaluate performances of directors, the Board and the Committee and to follow up with the evaluation
    10. To review and propose amendments to the scopes of work and responsibilities of Corporate Governance, Nomination and Remuneration Committee and to determine its remunerations that suit each situation
    11. To recommend remunerations of and how to pay remunerations or other benefits to the Board, the Committees and managing director with fair and reasonable criteria and to propose it to the Board for consideration
    12. To perform other jobs as entrusted by the Board.

    4. Qualifications and responsibilities of Company Secretary

    The Board of Directors shall appoint a Company Secretary to oversee activities of the Board and to ensure that both the Board and the Company comply with relevant laws, rules and regulations. Company Secretary is to oversee the meeting of the Board and Shareholders as well.

    Qualifications of Company Secretary

    • Understand the Company’s business and related roles and responsibilities of Company Secretary’s work including having fundamental knowledge in principles of laws and regulations of supervising agencies, the laws on public company and the laws on securities and exchange. Company Secretary is to seek knowledge from experts or legal advisors to strengthen his/her understanding.
    • Being knowledgeable; understand and support the Company’s operation to achieve the purposes under the principle of corporate governance and best practices on CG
    • Refrain from seeking personal interest from the Company’s business opportunities; able to keep the Company’s secrets; having integrity and taking into consideration all stakeholders; refrain from action that could defame the Company’s reputation and harm its image.
    • Have excellent interpersonal skills; able to coordinate with both internal departments and external agencies

    Roles and Responsibilities of Company Secretary

    • Give basic advice to Directors in respect of laws, orders and regulations of the Company of which the Borad of Directors needs to know, as well as to ensure proper and consistent compliance. Report any significant change in matter of laws to directors.
    • Organize the shareholders’ meeting and Board meeting in accordance with the laws, articles of association and proper practice.
    • Prepare and keep documents of the Board of Directors and shareholders; namely registration of directors, invitation letter to attend the meeting of the Board and Shareholders, minutes of the meeting of the Board and Shareholders, annual report and quarterly financial statements
    • Keep the reports of interests filed reported by directors or executives and make submission as required by laws.
    • Have information and IT reports under his/her responsibility disclosed to supervising agencies in compliance with the laws and the Company’s rules and regulations on information disclosure.
    • Contact and communicate with general shareholders to keep them informed of various shareholders’ rights and Company’s news.
    • Do any other actions as entrusted

    The Company has appointed Mrs. Siriporn Pinprayong, who has proper qualifications as the Company Secretary on 14 November, 2007.

    Name Mrs. Siriporn Pinprayong
    Title Deputy Managing Director, Administration Information Technology, Company Secretary
    Education - Master of Arts in English Naresuan University
    - Bachelor of Science in Business Administration (Finance) Roosevelt University, Chicago, U.S.A.
    IOD Training course - Effective Minute Taking 8/2007
    - Company Secretary Program 22/2007
    - Role of The Compensation Committee 1/2006
    - Role of the Chairman Program 34/2014
    - Director Accreditation Program SEC/2014
    - Advanced Audit Committee Program 16/2014
    - Ethical Leadership Program 2/2015
    - Risk Management Program for Coporate Leaders (RCL) 5/2016

    5. Holding the Board meetings and the receipts of documents and data

    • Have the office of the managing director to be the secretary of the Company to hold board meetings, shareholders’ meetings, and advice on the various laws that the directors should know.
    • The Board set its meeting schedule and agenda in advance and notify each director of the schedule so that each member of the Board can manage time to attend meetings.
    • The Board of directors should dedicate and pay attention to the Company fully, and are ready to attend the meetings regularly at least once every three months, and as necessary. If there is a special agenda, it requires at least one half of the total directors to attend to achieve the quorum. Absence of the Board meetings more than three consecutive times without a reasonable cause shall be regarded as not wanting to be a director anymore. If the meetings are not monthly, the Board should receive, for the month of not meeting, a monthly report on the company’s performance so that it can monitor management performance continuously and promptly.
    • No less than two-thirds of all directors shall be present at the meeting of the Board of Directors when a resolution is adopted,
    • The chairman should encourage all directors to attend at least 75% of all the Board meetings held during the year.
    • The chairman of the Board should give approval on the meeting agenda by consulting with the managing director; however, the managing director should consider a request by some directors to put other important matters in the agenda in the next meeting.
    • The chairman of the Board should give confidence that the Board of directors to allocate the time sufficiently for the management to present documents and information for discussion and adequacy for the directors to discuss the important issues.
    • The chairman of the board should have the clear measure for the directors to receive the information involved in advance with sufficient time to study and decide correctly on the matters at each board meeting. Meeting documents will be sent to each director at least five business days in advance of the meeting.
    • The Board of directors can access to additional information,under prearranged by seek documents, data, consulting words, and various services concerning the operations from the high-level management or company secretary and may seek independent opinions from outside consultants as necessary to supplement each meeting, at the company’s expense.
    • It should prepare the minutes of the Board meetings for clarity and reference.

    The Board of directors’ Meeting attendance in 2016

    Time (s) / Total meeting
    Name Board of Directors Executive Committee Audit Committee Corporate Governance, Nomination and Remuneration Committee
    1. Dr. Sunthorn Sathirathai 11/11      
    2. Dr. Apichai Taechaubol 11/11 1/1    
    3. Mr. Prasong Vara-ratanakul 11/11   7/7 6/6
    4. Mr. Nan Kitjalaksana * 1/5   1/3 1/3
    5. Dr. Sutham Vanichseni * 6/6   4/4 3/3
    6. Mr. Sommart Sangkhasap 11/11   7/7 6/6
    7. Mr. Gumpol Tiyarat 11/11 1/1    
    8. Mr. Anukul Ubonnuch 11/11      
    9. Mr. Bunyong Visatemongkolchai * 11/11      
    10. Mr. Krittawat Taechaubol * 7/8      

    Remark : * Mr. Krittawat Taechaubol The Board of Directors assigned to operate a subsidiary abroad since September 2016.
    * Mr. Nan Kitjalaksana resigned in the position of Director on April 20, 2016
    * Dr. Sutham Vanichseni appointed in the position of Director on April 21, 2016
    * Mr. Bunyong Visatemongkolchai resigned in the position of Director on December 22, 2016

    Company Secretary : Mrs.Siriporn Pinprayong (Assistant Managing Director, Administration Information Technology)

    6. Evaluation of the Board of directors

    Criteria for the evaluation of the Board of directors

    • The Board of directors should prepare the self-evaluation form for use as the framework for examination of the operation of the directors constantly.
    • The Board of directors should set its working standards with criteria and evaluation on its operations to compare with the criteria periodically.
    • The managing director should participate in explaining the expectations from the board of directors.
    • The Board should appoint an external consultant to facilitate a board assessment at least once every three years, and assessment results should be disclosed in the annual report.

    The process and the evaluation of the borad of directors

    • To comply with the principles of corporate governance, the Board and sub-Committees have come up with an evaluation form where they will be subject to it once a year. The Board and sub-Committees conducted a self-evaluation on a group basis by using an evaluation form of the SET and the Institute of Directors as a framework to check and improve the performances of its directors. The evaluation form of the entire Board consists of four topics as follows
      1. Structure of the Board
      2. Strategy and directions of the Company
      3. Monitoring and evaluation of the management
      4. Responsibilities of the Board
    • To evaluate performances of the Board of Directors, self-evaluation surveys of each individual director will be gathered. Results of the evaluations in “appropriate” and “to be improved” columns will be added up and divided by the total number of directors conducting the self evaluation to come up with a percentage of directors who consider relevant practices appropriate or otherwise.

    7. Board and management training

    • The Board of Directors encourages and facilitates directors, executives, Company Secretary and related parties to attend coursework organized by the Thai Institute of Directors (Thai IOD), the Stock Exchange of Thailand (SET), or other independent agencies to improve their performances. Whenever a new director is appointed, the management will provide documents and information proven beneficial to his/her performance including organizing a session to introduce the Company’s nature of business and direction to the new director.
    • The Board requires Managing Director to regularly report a succession plan as well as to appoint a successor to replace executives at various levels in case they cannot perform their duty. All the information has already been stated in the Company’s HR policy and HR development plan annually.

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    Chapter 3 Ethics of the Board of directors, the management and the employees

    So as to show the intention of doing the business by the Company transparently with merits and responsibility toward the stakeholders, considering the society and the environment, so it should set the Company ethics for the Board of directors, the management, and all the employees to use as guidelines in practice in parallel with the Company rules/regulations as follows:

    3.1 Ethics of the Board of directors and the management

    For compliance with the above principle the Board of directors and the management to have duty on the ethics as follows:

    1. The Board of directors and the management shall perform the duty according to the laws, objectives and regulations of the Company and the resolutions of the shareholder’s meeting.
    2. The Board of directors and the management must manage for the benefit of the Company, the shareholders, and the employees at present and future, also to maintain the image of the Company.
    3. The Board of directors and the management must manage the job with integrity for the benefit of the Company, the shareholders and the employees at present and future.
    4. The Board of directors must have the important role in control and decision-making on the policy, including appointing the management to manage daily affairs with each side has the responsibility on the duty toward each other to comply with the objectives and rules of the Company. The Board of directors should give power to the management to do the daily jobs fully without interfering on the operations and no justifiable cause.
    5. The Board of directors and the management must not have conflict of interest or competition with the Company directly or indirectly.
    6. The Board of directors and the management must shall manage the operations avoiding conflict of interest with the Company, so the management is effective and beneficial to the Company, including
      • Not seeking personal interest from the directorship.
      • Not abuse the confidential information of the Company.
      • Not a director in a competing company.
      • Not having interest in signing a contract for the Company.
    7. The Board of directors and the management must manage the job carefully, and not bind the Company that may have conflict with their duty later.
    8. The Board of directors and the management must not seek personal interest from working directly or indirectly.
    9. The Board of directors and the management must work on their duty in full capacity for the maximum interest to the Company.
    10. The Board of directors and the management must not be an important operator or shareholder or having a family member as a director or shareholder in the business or any business in the same condition and being competition or doing business with the Company regardless of for self-interest or for others.
    11. The Board of directors and the management team must not do any kind of management that would conflict with the Company interest or grant advantage to the other person or company for self or other profit.
    12. The Board of directors and the management must determine to protect and eliminate corruption of all kinds based on speediness, clarity and definiteness.
    13. The Board of directors and the management must be independence in decision-making and performance, including creating satisfaction from the correctness of the decision-making by the board of directors and the management.

    3.2 Implementations by the employees

    The Company’s business is the real estate development both in the industrial and residential sectors. The Company optimize to the shareholders that it is necessary to maintain professionalism, flexibility and independence to maintain those characteristics further. So the Company has guidelines for the employees as follows:

    1. S/he does the duty with responsibility, integrity, determination, dedication and observation of the rules and policies with interest of the Company as priority.
    2. S/he strictly maintains the secrets of the customers, trade partners, and caring not to allow the secret of the Company to the outsiders that may cause damage to the Company.
    3. S/he respects in personal rights of other employees, avoiding bringing data or information of other employees concerning the operations and personal matters to disclose or comment in the form to cause damage to employees or overall image of the Company.
    4. S/he does not defame or do anything to lead into the internal division which damage the Company or persons involved.
    5. S/he maintains and creates unity and team spirit among the employees, and helps to support each other for benefit to the Company on the overall.
    6. S/he treats the colleagues with politeness, spirit and good human relations, not concealing necessary data on the operation of the colleagues, and be good cooperate with other people, including giving honor to others, not claiming the work products of others as his own.
    7. S/he shall behave and develop himself/herself for benefit themselves and the company by always seeking knowledge and experience to build working ability, adhere to the merits, abstaining from all the vices, not to behave that may cause bad reputation to self and the Company.
    8. S/he shall notify the superior or the audit committee if finding the Company or its management or employee to do something in bad faith or corruption.
    9. S/he shall pay attention and help in anything to conserve the environment and atmosphere on working, including development of the organization to excellence.
    10. S/he should avoid to give / receive things, giving / accepting a party or any benefits from the trade partners or stakeholders of the Company, except for the benefit in doing business in the righteous way of the Company, or in festival or tradition at the suitable value. The recipient shall consider if the gift received in the monetary form or things with high value shall notify the superior or return it.

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    Chapter 4 Reports on the finance, the management and the internal control

    • The committee should report on the status evaluation and trend of the Company, summarizing in the terms that is easy to understand in the annual report of the Company.
    • The Board of directors must prepare the balance sheet, profit and loss statement and report of the auditor together with the annual report of the Board of directors presented to the shareholders in the annual general meeting (AGM) for approval.
    • It shall prepare the administrative report on analysis in various forms as the Board of directors required, other than the financial and audit reports.

    The audit committee and the auditor

    • The Board of directors should provide the system that is official and transparent in maintaining relation with the internal and external auditors with the audit committee as the coordinator.
    • The external auditor should confirm independency of himself each year to the audit committee, and the various methods used in the auditing office for confidence of independency of the external auditor.
    • The auditor is entitled to verify the reports or other financial reports that the Board of directors issues together with the financial report that it has audited, and can report the abnormality in the report that is inconsistent with the audited financial statement.
    • The audit committee has the duty to be responsible for the review and the financial report.
    • The remuneration on the audit and other fees paid to the auditor should be disclosed separately in the financial statement for transparency and independency of the auditor.

    Internal Control

    Realizing the significance of internal control and regular supervision, the Board has designated the Audit Committee to review and assess the internal control process. The Internal Audit Department which is independent from the management shall directly report the Audit Committee to ensure efficient and effective performance. The efficiency of the internal control system is regularly assessed.

    The audit should cover everything including the financial control, operations, governance and compliance control, risk management, and priority to the unusual items.

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    Chapter 5 Risk management

    The Company assesses both internal and external risks that could affect its operation. It analyzes and ranks major risks based on impacts and potentials of the risks to strike each business process as a means to adopt a risk management plan. In addition, risk factors and circumstances are closely monitored.

    Set up teamwork or clearly authorize to the unit within the Company for verifying and governing of the risk management such as financial risks, operation risks, business risks or event risk, etc. and Preparing the risk management report to be presented to the Board of directors.

    In addition, the Board of Directors also discloses risk management practices and risk factors in the Company’s Annual Report and every time the level of risk exposure changes. This includes giving priority to advanced warning signals and unusual transactions. The Board of Directors also reviews the adequacy of the risk management process and risk management efficiency at least once a year or as deemed necessary.

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    Chapter 6 Rights of the shareholders

    The Company recognize shareholders rights and avoid any action that violates those rights as well as encourage shareholders to exercise their right for controlling the Company by appointing the Board of directors to act as their representatives. Shareholders are eligible to make decisions on any significant corporate changes.

    • The Board of directors publicly disclose policies to encourage all shareholders, especially institutional ones, to attend the company’s shareholders meeting.
    • The Company provides shareholders, in advance of meetings, with the date, time, venue, and all agenda items with the rationale or explanation for each agenda item or resolution in the notice of the annual general meeting or extraordinary general meeting or circulars and/or the accompanying statement.
    • The chairman of the meeting should allocate the time appropriately and promote expression of opinions and inquiries at the meeting, including allow shareholders to send their questions to the company prior to the meeting date. Investors can be clearly informed in advance of the determined criteria for accepting advance questions and the process for submitting them on company’s website.
    • The Board of directors encourage shareholders are specify their votes by allow shareholders to appoint an independent director as their proxy.
    • The Board of directors encourage the company to use secure, fast, precise, and accurate technology in the shareholders meeting, including in recording attendee registration, printing ballots and processing voting results.
    • Each director, especially the chairman of the Board/chairman of the committees should attend the meetings of the shareholders to answer the questions by the meeting attendants.
    • The shareholders should have the right to vote for each item proposed, and the Board of directors should not bundle many unrelated businesses for approval in one resolution.In addition, there are no bundling of several items into the same vote; for example, election of directors.
    • The Company appoints an independent party of scrutineers/inspectors to count and/or validate votes the annual general meeting or extraordinary meeting. This scrutineer shall be disclosed at the meeting and recorded in the minutes.
    • For the sake of transparency, the Board encourage the use of voting cards for important agenda items such as related party transactions or disposal of significant assets.
    • The Board make publicy available on company’s website by the next working day the result of voting during the annual general meeting or extraordinary general meetings for all resolutions.

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    Chapter 7 Equitable treatment of shareholders

    The Board of directors provides convenience at the shareholders meetings with equal treatment for all, nothing to limit the information of the Company, and attend the meetings of the shareholders.

    • The Company releases its annual general meeting notice, with detailed agenda and explanatory circulars, at least 30 (thirty) days before the date of the meeting. Morover, the company’s notice of shareholders meeting will be fully translated into English and published at the same time as the local language version. The Company will deliver an invitation letter to attend the meeting to shareholders at least seven days before the meeting date or as required by the Office of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET).
    • The Company informs shareholders of meeting procedures and voting criteria, including the voting rights attached to each class of shares. If a shareholders in a management position wishes to add any agenda item, he/she should notify other shareholders in advance, especially if it is an issue that will require shareholders to spend a good deal of time to study before deciding.
    • The Board, in advance of the meeting date, have pre-determined criteria on allowing minority shareholders to propose any agenda item and on screening those propose by them. The Board establish procedures for the nomination of candidates by minority shareholders. One alternative is to nominate via the company’s nomination committee three to four months prior to the meeting date. Supporting information, candidates’ qualifications and their consent, should be provided by the minority shareholders nominating the candidates.
    • The process used in election of directors allow shareholders to vote on individual nominees.
    • The Board has adopted a policy that requires any director having an interest in any agenda to refrain from attending the meeting in that agenda. Directors are to report their interests at least before the agenda starts which shall be recorded in the minutes of the Board of Directors’ Meeting.
    • The Company has a policy to continue executing connected transactions carried out at the moment in the future subject to the corporate governance principle where conditions of the transactions will be aligned with what is done during ordinary course of business and at a market price which can be comparable to a price offered to the third party. In addition, the Audit Committee will take part in the process to review the soundness of the connected transaction’s price and its rationality.
    • The Board of Directors will comply with the laws on securities and exchange as well as regulations, announcements, orders or requirements of the Office of the Securities and Exchange (SEC), the Capital Market Supervisory Board and the Stock Exchange of Thailand (SET) when executing a connected transaction possible taking place in the future. The Board will also comply with requirements to disclose information of connected transactions as well as the acquisition or disposal of major assets of the Company and subsidiaries. It is anticipated that a volume of the Company’s connected transactions to be executed in the future will remain relatively the same as what’s happening now. However, this volume is subject to change based on what’s necessary and proper to the business of the Group.
    • If the Company or subsidiaries execute a connected transaction with a person with potential conflict of interest, a stakeholder, or a person who could have a conflict of interest in the future, the Company will have the Audit Committee express its opinion regarding the transaction’s necessity and soundness. If the Audit Committee doesn’t have any expertise to review such connected transaction, an independent expert or an auditor of the Company will provide an opinion instead for the Board or shareholders, as the case may be, to use in their decision-making process. The Company will disclose connected transactions in notes to the financial statements audited or reviewed by the Company’s auditor.
    • There are written procedure concerning the use and protection of inside information. The Board establish these procedures and communicate them to everyone in the company. Every director and executives regularly submit to the Board a report on their ownership of the company’s shares and this information will be disclosed in the firm’s annual report.

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    Chapter 8 Role of the stakeholders

    • The Board of directors should be aware and gives confidence that the stakeholder of the Company shall be taken care fully.
    • The Board of directors should report the non-financial data that shows the stakeholder are taken care and considered very well in making a decision for the Company.
    • The Board of directors should specify fully who are the stakeholders, and rank their priority for consideration without any mistake or failure in business operation at the end.

    The role of the stakeholders of the Company is as follows

    8.1 Responsibility for the shareholders

    The Company is determined to be the good representative of the shareholders to do business to build highest satisfaction for the shareholders, considering the value growth of the Company in the long run and good return on investment continuously at the suitable level. It shall do transparently; build confidence of the accounting system to comply with the said principle, so it embraces these guidelines:

    1. The Company’s growth of value in the long run
      • It performs the duty with integrity and fairness to the major and ultimate shareholders for overall maximization.
      • It manages by using the knowledge, ability and skill fully, including carefulness and prudence in the decision to do in any cases.
      • It does not do anything to cause conflict of interest to the Company.
    2. Disclosure of information
      • It reports the status and the future trend of the Company to the shareholders equally, regularly and fully as it actually happens.
      • It shall not seek self-interest and from the involved persons, using any value of the Company not disclosed to the public.
      • It does not disclose confidential data to the outsiders, which may cause adverse effects to the Company.

    8.2 Relationship with the customers

    The Company is determined to create satisfaction and confidence with the customers to receive the good products and service with the quality at the suitable price, including maintaining good and sustainable relations, so it has set the guidelines as follows:

    1. Produces quality goods and service with determination to develop the standard of the goods to have higher quality continuously, and reveal the information on the goods and service correctly and completely, no distortion of facts and keeps up with the event.
    2. Gives warranty on the goods and service under the suitable conditions.
    3. Produces the system for the customers can complain on the goods, service and operations the best for the goods to receive quick response.
    4. Do not make excessive profit compared with the quality of the goods or service in the same type or kind, and do not specify the trade conditions that are unfair to the customers.
    5. Complies with the terms and conditions with the customers strictly, if it cannot do it, it must notify the customers in advance to consider jointly finding guidelines on correction.
    6. Keeps the secret of the customers seriously and constantly, including not using for self-interest and for the involved persons illegally.

    8.3 Relations with its trade partners, competitors and creditors

    The Company shall consider the equality and integrity in the business operations and the interests jointly with its trade partners, as they shall comply with the laws and rules strictly and good ethics in the business operations. While the business that is in competition, the Company shall adhere to the rules on good competition and guidelines and fairness in borrowing from the creditor and repayment. So as to comply with the said principle the Company has specified practical guidelines as follows:

    1. Relations with the trade partners
      • It shall not demand or receive or pay for the benefit of any in bad faith from its trade partners.
      • It shall comply with the existing conditions strictly with partners.
      • In case of cannot comply with the conditions, it shall notify the trade partners in advance to jointly find the guidelines on solving the problems with justification.
    2. Relations with the trade competitors
      • It shall comply with the rules on good competition.
      • It shall not try to destroy the reputation of the competitor by slandering and baseless allegation.
    3. Relations with the trade creditors
      • It shall maintain and comply with the conditions with the creditors strictly on repayment and care of securities, guarantees and other conditions, including not using the funds received from loans to be contrary to the objective in the agreement made with the lenders.
      • Report the financial status to the creditors with honesty.
      • Report to the creditors in advance if it cannot comply with the obligations in the contract, and try to find guidelines on a joint solution.

    8.4 Responsibility for the employees

    The Company shall regard the employees are a factor to its success, so it determines to develop, build culture and good atmosphere, including promoting teamwork for confidence of the employees. So they can do sustainable work with the Company, so it specifies the guidelines as follows:
    1. The employees receive fair remuneration in the form of salaries and/or annual compensation, including the various fringe benefits.
    2. Cares for the working condition with safety for the life and property of the employees.
    3. Appoints and transfers, including gives rewards and makes disciplinary action with equality, honesty and justification based on the knowledge, ability and suitability, including making or performing for the employees.
    4. Gives priority on development and transfer of knowledge and ability of the employees by giving opportunity to the employees widely and regularly.
    5. Listens to the ideas and propositions from the employees at all levels equally and equitably.
    6. Complies with the laws and regulations concerning the employees strictly.
    7. Manages by avoiding anything unfair, which may have effects on the duty stability of the employees.
    8. Treats the employees with politeness and respect equally for everyone.
    9. The employees have an opportunity to notify on illegality of the Company by reporting to the superior or the audit committee.

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    Chapter 9 Disclosure of the information and transparency

    The role of the Board of directors concerning the disclosure of information and transparency

    • The Board of directors has the duty to disclose information on financial and non-financial report sufficiently, reliably, and in time for the shareholders and the stakeholders to receive the information equally as prescribed by the law, regulation and the public sector involved.
    • The Company should be prepared the corporate information carefully, clearly, and compactly, using simplified language with transparency. Regularly disclose of important information on both positive and negative sides which carefully not to cause users misunderstanding and confuse of factual information.
    • Providing an investor relations unit to publicizes/communicates data that is beneficial to the shareholders, the investors, the securities analysts, and the involved persons to know the information of the Company.
    • The Board of directors should provide sufficient resources to help develop capability of the management in presenting information and communications.
    • In addition to disclosing information as specified in regulations the SET, annual statements (Form 56-1), and annual reports, the Board disclose information, both in Thai and English, via company’s website. All disclosed information will be up-to-date, the minimum information as follows:
      • Objectives of the Company.
      • Financial status and operation results of the Company (current and at least one prior year)
      • Direct and indirect shareholding structure and the right to vote.
      • List of the directors, committees, the senior management and their remuneration.
      • Factors and policies on risk management that is visible, concerning the operations and finance.
      • Issues with essence concerning the employees and the stakeholders.
    • The Board encourage the company to make a Management Discussion and Analysis (MD&A) for each quarterly financial statement, to help investors better understand changes in the company’s financial status and performance each quarter, not just be presented with the figures by themselves.
    • It should unveil in the annual report on the number of times that each of the directors and/or the subcommittees attends the meetings, compared with the number of times of the Board meetings and/or subcommittees each year, including ongoing professional education or training of its directors, are disclosed in the annual report.
    • The Board should ensure that audit and non-audit fees are disclosed.

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    Chapter 10 Responsibility for the society and the environment

    Having a vision to be a business with social and environmental responsibility, the Company has set up a working committee to oversee environmental management issues when conducting business. A social responsibility strategy has been concretely adopted to maximize the management of various projects by improving environmental protection processes and practices and by conducting an environmental impact assessment before a project starts. The Operation Department may directly report the Corporate Governance, Recruitment and Remunerations Committee when necessary but a performance report must be made at least once a year. In addition, a business review will be conducted from the perspectives of social responsibility, risk assessment and effects to sustainable growth where plan and practices to respond to the issue of social responsibility will be strategically adopted. The Company and its subsidiaries are responsible for pursuing business on the basis of policies and plans adopted within the framework of social responsibility. We are also responsible for strengthening our knowledge and understanding within our responsible context through the monitoring and the reporting. As a result, we have come up with the following practices with a view to pursue a sustainable business development:

    1. To consider the option with minimum impact on the society, environment and life quality of the people by using the benefits from natural resources.
    2. To support the creative activities for the society and environment regularly from the Company’s profit.
    3. To inculcate the conscience of social responsibility and the environment among the employees at all levels continuously and earnestly.
    4. To give priority of all transaction deal with the trade partners who has the same goal in society and environment.
    5. To treat and cooperate or control for strict treatment, according to the intention of the law and regulations, issued by the corporate governance section.
    6. To regard it as a main duty and policy to give priority to the activities of the community and society, aiming for development of society, the environment, creativity and conservation of the good natural resources. Including supporting education to the youth, support public activities that benefit the deprived communities to be stronger, self-reliant, under the self-sufficient economy with creativity to skill and development of occupation to the general communities.

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    Chapter 11 The anti-corruption

    To assure that we have put in place appropriate policy, practice and requirements to prevent corruption possibly incurred from our business activities and to encourage thorough decisions and actions that could potentially be exposed to corruption risk, the Company has adopted an anti-corruption policy in writing as a clear practice for our operation and for sustainable corporate development.

    Roles and Responsibilities

    1. The Board of Directors has roles and responsibilities to adopt a policy and to supervise a system that will effectively support anti-corruption practices. This is to create awareness among the management of the importance of this practice and thereby promote it as a corporate culture.
    2. The Audit Committee has roles and responsibilities to audit financial statements and the systems of financial and account reporting, internal control, internal audit and risk management for compliance with international standards while making sure that they remain precise, sound, sophisticated and effective.
    3. Managing Director, the management and executives have roles and responsibilities to set up a system that will help supporting and communicating an anti-corruption policy to employees and related parties. They are also to review the soundness of the measures to reflect business, legal and regulatory changes.
    4. An internal auditor has roles and responsibilities to audit and review compliance with policy, practice, authority and regulatory rules and laws to ensure that the Company has indeed an adequate and appropriate system against potential corruption risk. The internal auditor directly reports to the Audit Committee.

    Practices

    1. Directors, executives and employees at all levels are to comply with the Company’s anti-corruption policy where they shall neither directly nor indirectly be involved in corruption.
    2. Employees must not remain ignorant if witnessing action potentially qualified as corruption in relation to the Company. They shall report the incident to supervisors or responsible persons and cooperate with the examination process. In case of doubt or question, employees should consult with supervisors or persons designated to be responsible for such policy compliance through available channels.
    3. The Company will protect and fairly treat employees who report or refuse to be involved in corruption in relation to the Company through measures designed to protect whistleblowers of corruption.
    4. Corrupting is an offense and is subject to disciplinary actions based on the Company’s regulations. Besides, corrupted persons may be subject to legal punishment if the action is found illegal.
    5. The Company underlines the importance of disseminating anti-corruption information and knowledge and making the third party collaborating with the Company or whose action could affect to the Company comply with this anti-corruption policy.
    6. The Company commits to promote and nurture the corporate culture that corruption is inacceptable when conducting transactions with either the public or private sectors.

    Reporting of grievances and whistle-blowing

    The Board of Directors has adopted whistle-blowing or grievance measures which allow employees or stakeholders to file complaints against legal violation, corrupted malpractice or improper behavior of the Company’s personnel. In addition, measures to protect them are also adopted to enable stakeholders to effectively help protecting the Company’s interests.

    Issues to be reported

    • Legal violation, corruption against the Company’s regulations, wrongdoings committed by directors, executives and employees
    • Unusual items in financial statements; defected internal control system
    • Matters that could jeopardize the Company’s interests or reputation

    Channels of Grievance

    Company’s website: www.tfd-factory.com
    Email: cs@tfd-factory.com
    Address: Thai Factory Development Public Company Limited
    18, Soi Sathorn 11 Yaek 9, TFD, Building, Kwaeng Yannawa, Sathorn District, Bangkok 10120
    Tel. 0-2676-4031-6

    All grievances will go through independent directors or members of the Audit Committee for investigation of the matter based on a process already adopted by the Company before reporting the result to the Board.

    Whistleblower Protection Mechanisms

    • A database of confidential information received from whistleblowers will be established. Only executives from Deputy Managing Director and over will be authorized to access the database.
    • It’s the duty and responsibility of supervisor and head of the person whose action is reported to protect whistle-blowers, witnesses and collaborators from being exposed to danger, threat or injustice resulted from such reporting, from being the witness or from confiding the information.