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Corporate Governance Policy

TTCL Public Company Limited aims to operating under the principles of Good Corporate Governance which reflects the management with efficiency, transparency, and examinable, leading to the creating of the confidence and creditability to the shareholders, investors, the stakeholders, and all related parties. It directs to encourage the company’s competitiveness, growth and long-term shareholder value, taking into account the interests of company stakeholders. The principles and practices of Good Corporate Governance are presented in 5 categories, namely;

  1. Rights of Shareholders
  2. Equitable Treatment of Shareholders
  3. Roles of Stakeholders
  4. Disclosure and Transparency
  5. Board of Director Responsibilities

The Company has established the good corporate governance policy and devised a clear policy for strict conformance as follows:

The Company recognizes the importance and promotes the shareholders to exercise their rights including legal fundamental rights. The guidelines for best practices towards shareholders are as follows;

  • The Company shall respect the rights of shareholders according to the law.
  • The Company holds the Annual General Meeting of Shareholders (AGM) every year within four months after the end of each fiscal year. Moreover, an extraordinary meeting of shareholders shall be called on case by case.
  • The Company shall provide an opportunity for shareholders to propose agenda in advance. Moreover, invitation notice with precise details shall be sent to the shareholders.
  • The Company shall facilitate all shareholders with equality, and shall not deprive the rights of shareholders. Moreover, the Company shall support the shareholders to exercise their rights in protecting their own interests.
  • The Company shall prepare and publish a minutes of shareholders’ meeting, and consider comments from the meeting to improve the shareholders’ meeting continuously.

This Policy is precisely set to avoid the situation that may cause conflict of interest and prevent insider information. Encourage all shareholders to be entitled to common shareholder rights and to be treated on an equitable and fair basis as follows;

  • The Company provides an opportunity for shareholders to propose agenda and to nominate director candidates to be elected at least 3 months prior to the end of fiscal year.
  • The Company provides an opportunity for Shareholders to be entitled to assign proxies to the meeting to cast ballots for them. The Company prepared proxy forms A, B and C to Shareholders.
  • The Annual General Meeting of Shareholders shall be conducted according to the agenda notified in the notice and it is the policy not to add items to the agenda without advance notice to shareholders.
  • Shareholders vote on every agenda using the ballot distributed at the meeting. In counting votes, one share was equal to one vote.
  • Current information shall be published at the Company’s website in Thai and English to inform shareholders of major Company’s data and information which have been changed.

The Company recognizes stakeholders’ legitimate rights and any agreement with the company on an equitable basis as follows;

  • The Company realizes the importance of all stakeholders’ rights according to the law, either inside such as employee, board of management and subsidiaries or outside the Company such as shareholder, customer, business partners, business competitors, creditors, financial institutions, local communities, society, environment, relevant public agencies and organizations.
  • The Company respect, non-violated human rights, not associate with forced labor, child labor and human trafficking.
  • The Company also emphasises on respecting intellectual property rights of business partners and other third parties. Protect and administer the Company’s intellectual property.
  • The Company commits on transparent business practices, anti-bribery and corruption. The Company participated in Private Sector Collective Action Coalition against Corruption.
  • The Company shall provide a communication channel for all stakeholders to report any clue or whistle blowing related to illegal action, misconduct, or corrupt practice which damage the Company’s benefit or reputation.

The company disclosed essential corporate information, both financial and non-financial shall be made correctly and in a timely to stakeholders for their decision as follows;

  • The Company shall disclose information of Board of Directors and Board of Management Remuneration Fee and Shareholding.
  • The Company provides report of financial statements together with report of auditor in annual report.
  • The Company shall have the protection scheme in using inside information.
  • The Company shall disclose information on material matters via Company website in Thai and English as required by SEC and SET.
  • The Company has set up the Investor Relations Unit to manage relationship with the investors.

The Board of Directors consists of qualified and experienced in development and stipulation business trends, policy and corporate strategy, appoint subcommittee and the corporate secretary who is in charge of organizing shareholders’ meetings and ensuring that all company activities are legitimate. Essential responsibilities for the Board of Director are as follows;

  • Board of Directors
  • Board of Management
  • Chairman of the Board and President & CEO
  • Subcommittee
  • Independent Directors
  • Nomination of Board Members
  • The Directorship Term
  • Board of Directors’ Meeting
  • Self-assessment of Board of Directors
  • Board of Directors and Management Remuneration
  • Developing of Directors and Management
  • Corporate Secretary

This Corporate Governance Policy has been considered and reviewed by Corporate Governance Committee and present to the Board of Director for approval as per its resolution of the Board of Directors’ Meeting No 3/2558 on August 13, 2015

This notification is Effective on September 1, 2015 onwards.