Page 213 - 56-1 One Report 2022 EN
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Part 2 Corporate Governance
supervisory units as the Stock Exchange of Thailand (SET) and the Office of the SEC in order to provide sufficient information
for investment decision, the Company has set up criteria for related transactions as follows:
The Company proceeds related transactions with connected persons on an arm’s length basis for the Company’s maximum
interest under fair prices and business conditions which shall not create conflicts of interest. Where there is doubt about
whether related prices are based on an arm’s length basis or not, the Company is required to submit such transactions to
the Audit Committee for approval prior to the proceeding.
The Company has authorized its executives a certain limit of budget for endorsement in accordance with their ranks.
Nevertheless, the approval authority is prohibited to those directors and executives who have stakes or may have personal
conflicts of interest over the transactions. Additionally, these directors and executives, having no voting rights shall
not attend meetings related to the transactions. The Audit Committee shall examine the related transactions of the
Company and its subsidiaries with connected persons to ensure the conformity with the rules and regulations of the
Stock Exchange of Thailand. However, the related transactions between the Company and related parties with less
than 10% of shares will not be examined by the Audit Committee pursuant to the Notification of the Stock Exchange
of Thailand Re: Disclosure of Information of Related Transactions.
The related transactions shall be conducted as usual since they are practiced under the normal course of business and in accordance
with trade conditions on an arm’s length basis with prices or remuneration fees within the rate approved in accordance with the
Company’s financial practices. The vendor selection process is required to be regularly reviewed to ensure fair competition
from outside vendors who may offer greater benefits to the Company and also serve as external sources for comparison of
price and trading terms.
The Company discloses information on related transactions in compliance with Article 24 of the Thai Generally Accepted
Accounting Principles regarding disclosure of information on related parties, and in accordance with the regulations of the
Office of the Securities Exchange Commission and the Stock Exchange of Thailand. The Legal and Compliance Department
and the Accounting Department shall submit the related transactions or those which may cause conflicts of interest to the
Audit Committee for examination and comments on necessity and justification for the Company’s maximum benefits before
forwarding them to the Board of Directors. In addition, related transactions shall be submitted by the Accounting Department
on a monthly basis to comply with the rules and regulations of the Stock Exchange of Thailand (SET) and the Office of the
Securities Exchange Committee (SEC).
Future Policy or Trends of Related Transactions
In the future, the Company may have to do related transactions through both customary and non-customary business
transactions under reasonable prices and conditions that yield maximum benefits to the Company. Further, the Company
Part 2 page 89

