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Principles on the Good CG

Principles on the Good Corporate Governance

The board of directors announced to use the good corporate governance policy, covering the important principles complying with basic good corporate governance principles, numbering 15 clauses of the Stock Exchange of Thailand, including leadership and independence of directors, important duties and responsibilities of the board, ethics of the executive board and employees, financial report, administration and audit report, rights and equality of shareholders and roles towards stakeholders, disclosure of information and transparency, policy on internal control, policy on conflict of interest and policy on confidentiality. However, the board of directors realized the importance and necessity of good governance and having the intention to develop the good governance of the company continuously, with the aim to review and improve such policy annually, so that the policies will be modern, up-to-date for the situation and cover the more international procedures.

The principles on good corporate governance can be divided to six 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 audit.
Chapter 5 Rights and equity of the shareholders, and role of the stakeholders
Chapter 6 Role of the stakeholders
Chapter 7 Disclosure of the information and transparency

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:

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.

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.

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. 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.

2. Appointments of other committees

• 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 as follows:
  1. Mr. Prasong Vara-ratanakul Audit Committee Chairman

  2005 – present	Director and Audit Committee Chairman Krungthepland PLC.
  1998 – present	Head of the office P.P.M.C Consultant office
  1997	Senior Assistant Managing Director Thai Financial Trust PLC.
  1996	Executive Director Finance House Co., Ltd.
  1988 -1995	Senior Credit Manager Nava Finance & Security Co., Ltd.

  2. Mr. Nan Kitjalaksana Audit Audit Committee Member

  1994 – 1997	Advisor to the Board of Directors Thai Financial Trust PLC.
  1990 – 1997	Advisor to the Board of Directors Eastern Dynamic Finance (Thailand) Co., Ltd.
  1989 – 1993	Director Bank of Asia

  3. Mr. Sommart Sangkhasap Audit Committee Member

  1993 – present	Consultant in Taxation Sapsataporn Co., Ltd.
  1992 – 1993	Advisor to the Board of Directors Eastern Dynamic Finance (Thailand) Co., Ltd.

• The Board of Directors on 14 November 2007 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. Nan Kitjalaksana Corporate Governance, Nomination and Remuneration Committee
  3. Mr. Sommart Sangkhasap Corporate Governance, Nomination and Remuneration Committee

3. Elements of the board of directors and the appointments

• The board of directors must have at least 5 persons.
• 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.

4. Characteristics and qualifications of the board of directors

• Having the qualification and disqualification meeting the Public Company Act.
• 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.

Qualifications of TFD’s independent director

1. Holding no more than five percent of the total shares with voting rights of the Company, its subsidiary and associated companies or other juristic persons with a possible conflict of interest; shares held by spouse and children lower than legal age shall also be counted
2. Having no management role or being an employee, staff or advisor receiving fixed salary or controlling or providing professional service such as being auditor or attorney of the Company, its subsidiary and associated companies or other juristic persons with a possible conflict of interest; having no interest in such manner for no less than two years
3. Having no business relationship with the Company, its subsidiary and associated companies or other juristic persons with a possible conflict of interest in a manner that may interfere the use of personal judgment independently; having no relationship in other characteristics that may prevent an independent expression about the Company’s operations
4. Having no blood relationship, no relationship in terms of marriage or legal registration with a person of possible conflict of interest as parents, spouse, children including children’s spouses or closed relatives of executives or major shareholders, controlling persons or persons nominated as executive or controlling person of the Company or its subsidiary
5. Able to oversee the interest of all shareholders equally
6. Able to avoid a conflict of interest
7. Able to attend sub-committee meetings to consider issues independently
8. Never been judged of violating the laws on securities and exchange, the laws on finance business, securities business and credit foncier business, the laws on commercial banking, the laws on life insurance and non-life insurance and the laws on anti-money laundering or financial businesses in the same manner whether they are Thai or international laws enforced by authorized agencies including never been judged of offending the laws on unfair securities trading or fraudulent or corrupted management
9. Possessing no other qualifications that prevent him/her from independently expressing opinions about the Company’s operation
10. Not listed in the SET’s list of persons deemed inappropriate to be executives according to the SET’s regulations

5. Main duties and responsibilities of the board of directors and sub- Committees

Scopes of work of the Board of Directors

1. Reviews and gives approval on any operations prescribed by the law.
2. Evaluates the work results of the managing director regularly, and set his remuneration.
3. Sets the vision of the business, and is responsible for the operation results and operations of the management with intention and carefulness on the implementation.
4. Reviews and approves the important strategies and policies, including the objectives, monetary targets, and the various plans with the follow-up for the management to comply with the plan regularly.
5. Gives confidence that the accounting system, financial report and auditing are reliable, including supervising to the process in evaluating suitability of the internal control and internal audit to have efficiency and effectiveness, the risk management, financial report and follow-up.
6. Supervises and manages the problems on conflict of interest that may happen between the stakeholders of the Company.
7. Gives confidence that the working methods of the board of directors are consistent with the good corporate governance, and working within ethical value.

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.

Scopes of work of the Audit Committee

1. To ensure that both quarterly and annual financial statements are complete according to the generally-accepted accounting principles by coordinating with an auditor and an internal auditor
2. To oversee an internal control system to ensure effectiveness and compliance with the generally-accepted standards by reviewing it with the Company’s auditor and an internal auditor to determine its adequacy
3. To select and nominate the Company’s auditor
4. To prevent a problem of conflict of interest by reviewing connected transactions between the Company and its subsidiaries or other connected persons or agencies
5. To duly comply with rules and regulations within a timeframe
6. To prepare a corporate governance report of the Audit Committee and to disclose it in an annual report. The report must be signed by Chairman of the Audit Committee
7. To perform other jobs as required by the Board or as designated on a case-by-case basis.

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.

6. 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 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.
• 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.
• The board of directors should seek documents, data, consulting words, and various services concerning the operations from the high-level management, and may seek independent opinions from outside consultants as necessary to supplement each meeting.
• It should prepare the minutes of the board meetings for clarity and reference.

The board of directors’ Meeting attendance in 2007
Time(s) / Total meeting

Name	Board of Directors	Executive Committee	Audit Committee	Corporate Governance, Nomination and Remuneration Committee
1. Dr. Sunthorn Sathirathai	9 / 9
2. Mr. Prasong Vara-ratanakul	9 / 9		4 / 4	3 / 3
3. Mr. Nan Kitjalaksana	9 / 9		4 / 4	3 / 3
4. Mr. Sommart Sangkhasap	9 / 9		4 / 4	3 / 3
5. Mr. Apichai Taechaubol	9 / 9	7 / 7
6. Mr. Gumpol Tiyarat	9 / 9	7 / 7
7. Mr. Tavatchai Jiaravudthi	9 / 9	7 / 7
8. Mr. Anukul Ubonnuch	9 / 9	7 / 7
9. Mr. Chaisith Viriyamettakul	9 / 9

Company Secretary :

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

Remark : *** Corporate Governance, Nomination and Remuneration Committee has appointed from the Board of Directors meeting No. 7/2007 on November 14, 2007

7. 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.
• To comply with the principles of corporate governance, the Board has come up with an evaluation form where the Board will be subject to it once a year. In 2007, the Board 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
  Results of the evaluation found that the entire Board had duly and appropriately preformed most of its job.

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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:
3.1.1 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.

3.1.2 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.

3.1.3 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.

3.1.4 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.

3.1.5 The board of directors and the management must not have conflict of interest or competition with the Company directly or indirectly.

3.1.6 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.
3.1.7 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.

3.1.8 The board of directors and the management must not seek personal interest from working directly or indirectly.

3.1.9 The board of directors and the management must work on their duty in full capacity for the maximum interest to the Company.

3.1.10 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.

3.1.11 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.

3.1.12 The board of directors and the management must determine to protect and eliminate corruption of all kinds based on speediness, clarity and definiteness.

3.1.13 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:
3.2.1 S/he does the duty with responsibility, integrity, determination, dedication and observation of the rules and policies with interest of the Company as priority.

3.2.2 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.

3.2.3 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.

3.2.4 S/he does not defame or do anything to lead into the internal division which damage the Company or persons involved.

3.2.5 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.

3.2.6 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.

3.2.7 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.

3.2.8 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.

3.2.9 S/he shall pay attention and help in anything to conserve the environment and atmosphere on working, including development of the organization to excellence.

3.2.10 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 Financial report, managerial report and auditing

1. Reports on finance and administration
   • 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.
2. Control and internal audit
   • The board of directors should review the effectiveness of the internal control system of the Company for the whole group, and should report to the shareholders on such action. The audit should cover everything including the financial control, operations, governance and compliance control, risk management, and priority to the unusual items.
3. 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.
4. Risk management
   • 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.
   • Providing the risk analysis and trend that may happen and affect the Company internally and externally.
   • Preparing the risk management report to be presented to the board of directors.

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Chapter 5 Rights and equity of the shareholders, and role of the stakeholders

1. Rights and equity of the shareholders
   • The board of directors should provide 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 shareholders should receive the equal opportunity to express opinions and present questions to the meeting according to the agenda and items presented. The chairman of the meeting should allocate the time appropriately and promote expression of opinions and inquiries at the meeting.
   • 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.
   • 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.

Chapter 6 Disclosure of information and transparency

• 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 board of The role of the stakeholders of the Company is as follows

6.1 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:

6.1.1 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.

6.1.2 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.


6.2 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:
6.2.1 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.

6.2.2 Gives warranty on the goods and service under the suitable conditions.

6.2.3 Produces the system for the customers can complain on the goods, service and operations the best for the goods to receive quick response.

6.2.4 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.

6.2.5 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.

6.2.6 Keeps the secret of the customers seriously and constantly, including not using for self-interest and for the involved persons illegally.


6.3 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:
6.3.1 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.
6.3.2 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.
6.3.3 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.


6.4 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:
6.4.1 The employees receive fair remuneration in the form of salaries and/or annual compensation, including the various fringe benefits.

6.4.2 Cares for the working condition with safety for the life and property of the employees.

6.4.3 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.

6.4.4 Gives priority on development and transfer of knowledge and ability of the employees by giving opportunity to the employees widely and regularly

6.4.5 Listens to the ideas and propositions from the employees at all levels equally and equitably.

6.4.6 Complies with the laws and regulations concerning the employees strictly.

6.4.7 Manages by avoiding anything unfair, which may have effects on the duty stability of the employees,

6.4.8 Treats the employees with politeness and respect equally for everyone.

6.4.9 The employees have an opportunity to notify on illegality of the Company by reporting to the superior or the audit committee.


6.5 Responsibility for the society and the environment
The Company is aware and care for safety of the society, environment and life quality of the people, including giving priority to conservation of the existing and limited natural resources for the next generation, including using the energy with efficiency for sustainable development. Therefore, the Company has prescribed the guidelines as follows:
6.5.1 To consider the option with minimum impact on the society, environment and life quality of the people by using the benefits from natural resources.

6.5.2 To support the creative activities for the society and environment regularly from the Company’s profit.

6.5.3 To inculcate the conscience of social responsibility and the environment among the employees at all levels continuously and earnestly.

6.5.4 To give priority of all transaction deal with the trade partners who has the same goal in society and environment.

6.5.5 To treat and cooperate or control for strict treatment, according to the intention of the law and regulations, issued by the corporate governance section.

6.5.6 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 7 Disclosure of 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.
• The Company should disclose the important information to the public as follows:
• Objectives of the Company.
• Financial status and operation results of the Company.
• Structure of shareholding 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.
• 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.
  

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