Page 130 - 56-1 One Report 2022 EN
P. 130

Part 2 Corporate Governance


                   2.20. The Minutes of the shareholders’ meeting are submitted to the Stock Exchange of Thailand (SET) within
                       14 days from the shareholders’ meeting date, and posted on the Company’s website. The minutes of the
                       shareholders’ meeting should be included the following information:
                        (1)  Attendance of directors, executives, and the proportion of attending directors;

                        (2)  Voting and vote counting methods, meeting resolutions, and voting results (“approve”, “disapprove”,
                            and “abstain”) for each proposed resolution; and
                        (3)  Questions asked and answers provided during the meeting, including the identity of the persons
                            asking and answering the questions.

               3.  Directors, executives, and employees must not use any material inside information about Thaicom Group’s
                   securities that has not been generally disclosed to the public and is material to the change of price or the value
                   of Thaicom Group’s securities, for their own or any other person’s benefit.
               4.  All directors, executives and employees who wish to trade Thaicom Group’s securities must comply with the
                   Company’s Securities Trading Policy.

               5.  Directors and executives must declare their own or related person’s interest in accordance with the Company’s
                   rules and procedures in order to prevent any possible conflict of interest. Any directors or executives with a
                   conflict of interest in a transaction involving the Company are prohibited from participation in or approval of this
                   matter. All transactions will proceed according to the Company’s approval process for related transactions.

               6.  In case of transactions between related companies, the Board will consider the benefits of the Company to be
                   of foremost importance, and the principles and process in their approval shall be followed accordingly.

               Internal Control Information
               The Company strictly supervises the use of inside information to prevent the exploitation of inside information for
               oneself or others in a wrongful way to be fair to all stakeholders. The Company has developed the policy to prevent
               any disclosure of insider information for the benefit of the Company by emphasizing transparency and fairness to
               all stakeholders. The mentioned practice is stated in the operational guidelines in the Company's Securities Trading
               Policy, which apply to all directors, executives, and employees to comply with the guideline for the prohibition of
               insider trading according to the Securities and Exchange Act B.E. 2535, Section 241, in which the Company has
               prepared a list of designated persons and the preparation of level of information, which is the responsibility of
               Compliance Department. In addition, the Company has implemented a procedure that prohibits all directors,
               executives, and employees from trading the Company's securities for a period of 14 days preceding the disclosure
               of financial statements to the public.

               Regarding the implementation, the Company has emphasized on communications to raise awareness to directors,
               executives, and employees via email in writing and informed everyone in the organization to comply, for which the
               details about the “Securities Trading Policy” could be found at www.thaicom.net  in the section of “Corporate
               Governance”> “Other Policy”> “Securities Trading Policy”.  The Company also provided a channel called Board
               Portal for directors and senior executives as a knowledge sharing platform on policies and interesting knowledge
               as well.




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