Page 194 - 56-1 One Report 2022 EN
P. 194

Part 2 Corporate Governance


               society as a whole, and the environment. Furthermore, the Company abides by international human rights principles
               and anti-corruption guidelines to promote the development of society. In the past years, the Company has been
               monitoring to ensure good corporate governance principles and practices on the following 4 key points:
                   1.  Conflict of Interests

               The Board of Directors realizes that working for the Company can lead to situations whereby the personal interests
               of directors, executives, and staff may be in conflict with the Company’s interests.  Therefore, the Board has
               considered  and  approved  the  Conflict  of  Interest  Policy  contained  in  the  Company's  Code  of  Conduct.  In
               accordance with a review by the Internal Audit Department and the Audit and Risk Committee, there were no
               conflict-of-interest issues found in the Company.

                   2.  Internal Control Information

               The Company is committed to carrying out its business in an ethical manner with integrity and honesty. A Code of
               Conduct has been developed and issued to all employees to guide corporate behavior at all levels.  Disclosure of
               inside information by employees or management to others or for their interest or involvement in activities that may
               lead to conflicts of interest is considered severe misconduct and may subject them to the highest disciplinary action.

               The Company prohibits employees and management who work in a department or business unit that has access
               to inside information from buying or selling the Company’s securities for 14 days prior to the disclosure of financial
               statements to the public. Furthermore, the Company also educates directors and management on their duties to
               report their, as well as their spouse or cohabitees and minor children’s, holdings or changes in holdings of the
               Company’s securities to the Securities Exchange Commission (SEC) in accordance with Section 59 of the Securities
               and Exchange Act B.E. 2535, and the Stock Exchange of Thailand (SET) regulations. Regarding the sharing of
               supporting data or documents within the group of companies, data rules have been issued to prevent the leak of
               information.  These  rules  include  requesting  a  letter  of  confidentiality  or  non-disclosure  agreement,  and  the
               prohibition of making photocopies without permission.
               In addition, the Company revised its Information Security Management Regulations to be in line with the Information
               Security Management Regulations of the Stock Exchange of Thailand (SET) and the Securities and Exchange
               Commission  (SEC),  including  to  build  confidence  in  the  Company’s  business  operations  among  investors,
               shareholders, business partners, and stakeholders. This regulation complied with ISO 27001 by adapting to the
               Company’s context. In addition, the Company also utilized the Policy Statement on the Security of the Information
               System in its principles alongside the Information Security Management Regulations. Also, the Company revised its
               code of  conduct concerning the  use of inside  information and trading of  the  Group’s securities to promote
               compliance with the Company's securities trading policy.
               The Company has notified all Board of Directors and Executives to file their securities holding, including those of
               their spouses or cohabitee and children not yet of age, to SEC Office within 7 days from the date of appointment as
               director or executive. In case of a change in securities holding, it shall be filed with SEC Office within 3 business
               days from the date of purchase, sale, transfer, or acceptance of transfer of such securities. In 2019, the Company
               has notified any designated persons who intend to trade Thaicom Group’s Securities must notify the Board of
               Directors at least one day in advance.





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