Shareholders’ Meeting

• Determination of date, time, and venue for shareholders’ meetings

  The Company usually holds the annual general meeting of shareholders once a year within 4 months from the date of balance sheet. The Company will fix a date and time for the meeting which is normally held at The Company’s headquarter where facilitation can be provided.

  The Company may arrange an extraordinary meeting of shareholders if the Board of Directors has compelling and duly reasons to do so.

• Notice of Meeting

  The Company will send the notice of shareholders’ meeting to shareholders no less than 7 days prior to the meeting date in order to allow time for the shareholders to review meeting’s agenda as well as to provide the shareholders with sufficient information regarding the issues to be decided at the meeting. Each agenda will be specified whether it is for acknowledgement, approval or for consideration. The Board’s opinion will also be given for each agenda.

  In addition, The Company will notify the shareholders of such meetings through a Thai newspaper for no less than three consecutive days.

• Assigning a proxy to vote on their behalf in the meeting

  In the case where a shareholder cannot attend the meeting, a proxy can be assigned to attend the meeting by completing a proxy form as described in the form which will be enclosed together with the notice of the meeting.

• Meeting attendance and registration

  To attend the shareholders’ meeting, shareholders shall present certain documents to verify their identities such as the identification card or passport. As for a proxy of a natural person, he/she must bring proxy evidence such as the completed proxy form along with a copy of identification card or passport of the shareholder. Where a proxy is assigned by a juridical person, he/she must bring proxy evidence such as the proxy form along with a certified copy of business registration certificate. The Company will allow time for shareholders to register before the meeting begins.

• Board of Directors Attendance in Shareholders’ Meetings

  The Company recognizes the importance of shareholders’ meetings, therefore the meeting will be chaired by the Executive Director as the Vice Chairman of the Board.

  Moreover, the relevant executive and the external auditor will also attend the meetings to listen to opinions and answer the questions raised by shareholders.

• Shareholders’ opportunities to ask questions and give opinion, resolution and records of meetings

  In the shareholders’ meeting, during the meeting, shareholders will have equal opportunity and be allowed sufficient time to give opinions and ask questions for appropriate time. The voting and counting of votes will be in an efficient and transparent manner. The vote is counted one vote per share and the resolution is by the majority votes. If the votes are equal, the Chairman of the meeting shall have one vote to decide besides the votes entitled to as shareholders. Voting tickets will be used where shareholders wish to make objection votes or abstention votes and will be kept for later inspection. The Company will record the resolutions of the meeting by classifying into approval votes, objection votes and abstention votes for each agenda in writing and will also record in details the questions, answers and opinions made during the meeting.

  Shareholders having special interests in a given matter of an agenda have no right to vote on such matter except the agenda on election and removal of directors.

• Appointment of Auditors

  The Annual General Meeting of Shareholders is to appoint the auditors and approve the annual audit fees every year. Ex-auditors may be re-appointed, but the auditors must not be directors, staff, employees or having any positions in the Company. The list of auditors must also be approved by the Securities and Exchange Commission.

• Relationship with Customers

  The Company success depends on building productive relationships with our customers based on integrity, ethical behavior, and mutual trust. We recognize that our customers have individual needs and expectations representing unique opportunities for mutual success. Accordingly, the Company is committed to the continued development of a world-class service culture wherein we consistently seek to exceed customer expectations and build long-term, mutually beneficial relationships.

• Relationship with Counterparties

  The Company respects compliance with contracted terms and conditions in trade, fair and acceptable competition, and refrains from all unethical and/or illegal practices.

• Relationship with Creditors

  The Company abides by all lending terms and conditions and legitimate duties to creditors, debt instrument holders, and depositors.

• Relationship with Competitors

  The Company observes fairness in competition and does not practice any unethical and/or illegal methods that are deleterious to competitors.

• Relationship with Communities

  The Company and employees have a long-standing commitment towards being good citizens and neighbors in all places where the Company does business. We believe we have a responsibility to society to wisely use resources including capital, personnel, and energy resources. We also seek to preserve the environment and traditions of the communities where we do business. We satisfy our commitment through financial support for a worthwhile social endeavors.

• Relationship with Employees

  It is a fundamental policy of the Company to treat all of our colleagues with respect. The Company respects employee privacy and dignity. The Company will only collect and retain personal information from employees for the effectiveness of operation of the Company, or as required by law. The Company will keep that information confidential and disclose it only to those with a legitimate right to know.

• Anti-Corruption Policy

  The Company is committed to conducting business with transparency, integrity and compliance with regulatory requirements as well as good corporate governance practices. Since integrity is key to a sustainable reputation and business prosperity, the Company has established this Anti-Corruption Policy as an operational guideline. The Company and related parties at all levels act in compliance with the Anti-Corruption Policy.

  Operational Guidelines and Scope

  The Company places considerable emphasis on anti-corruption as follows:

  • Bribes and Inducements

    It is prohibited to offer or receive any form of bribe or inducement, or to direct anyone else to conduct such an act on one’s behalf.

  • Gifts and Benefits

    It is prohibited to offer or receive any gift or other benefit in exchange for doing, or refraining from doing, one’s duties or doing unethical conduct aimed at gaining personal benefit, or for entering into inappropriate business settlements. Strict compliance with the Code of Conduct is required.

  • Charitable Contributions and Financial Sponsorships

    Charitable contributions and financial sponsorships must be transparent and conform to laws and moral principles.

  • Political Contributions and Activities

    The Company’s funds shall not be used to make contributions to any political campaign or the activity of any politician or political party, except for contributions that are permitted by laws and in support of democracy overall. The Company’s specific permission is required for such contributions.

  • Risk Management

    The Company has put in place risk management systems to avoid unethical conduct aimed at gaining personal benefit to ensure that this risk can be controlled and prevented. Unethical conduct shall be identified, assessed, controlled and monitored, and reported per the Company’s risk management policies and practices.

  • Internal Controls

    The Company has put in place good corporate governance principles and an internal control culture where there are assessments of significant risks, effective control activities and appropriate segregation of duties. An adequate and reliable information system has been put in place, as well as regular monitoring of internal control.

  • Human Resource Management, Communications and Training

    The Company has focus on effective human resource management, knowledge-based communications for staff and regular training on our Anti-Corruption Policy, as well as on related operational guidelines, to promote genuine understanding toward this policy and compliance with it.

  • Notification and Complaint Handling

    The Company has put in place the process of receiving notification, suggestion, and complaint and reporting to the Board of Directors. Compliance Unit, which in independent, will be responsible for investigation with transparency and fairness.

• Supplier Code of Conduct

  The Company is committed to conducting business with transparency, integrity and compliance with regulatory requirements, as well as good corporate governance practices and sustainable development guidelines. We have announced the “Green DNA”, focusing on creating awareness on responsibility towards the economy, society and environment, which will be conducive to sustainable development of society and the entire nation. Moving in these directions, The Company has established this Supplier Code of Conduct as an operational guideline for our suppliers’ business undertaking in consistence with all applicable laws, The Company Statements of Business Conduct and Code of Conduct, as well as international best practices. The Company encourages our suppliers to pursue transparent business operations, awareness of human rights, fair treatment of workers, compliance with safety, occupational health and environmental standards, and monitoring of action in accordance with the Code of Conduct.

  Definition

  Supplier refers to any entity selling goods, serving and/or providing services to The Company.

  Scope and Operational Guidelines

  Business Ethics

  • Integrity

    Supplier shall conduct businesses with righteousness, integrity and transparency based on anti-corruption principle, and in strict compliance with related laws and regulations

  • Fairness

    Supplier shall respect competition rules and shall not use unfair practices to destroy competitors or create competitive advantages

  • Confidentiality

    Supplier shall not disclose or use confidential information of The Company, customers and other suppliers for the benefits of itself without The Company’s consent, except actions required by laws

  • Protection of Intellectual Property

    Supplier shall respect intellectual property rights of The Company and other entities, and shall prevent violation of such rights

  • Social Responsibility

    Supplier shall behave as a good citizen, showing responsibility for society through efficient use of resources for the benefits of society and environmental conservation

  Human Rights and Labor

  • Fair Treatment

    Supplier shall respect human dignity and individual rights of employees without discrimination due to race, color, religion, gender, age, national origin, citizenship, sexual orientation, disability, or any other matters

  • Prevention of Forced Labor

    Supplier shall not use or support forced labor, including all types of harassment

  • Labor Protection
    • Employment of children, pregnant women and foreign workers shall comply with related laws
    • All processes of employment termination shall comply with labor law and unfair termination of employment shall be prohibited
  • Working hours

    Supplier shall secure that working hours are not longer than the period specified by applicable laws. All overtime work shall be voluntary. Supplier shall offer vacation time and leave periods not less than those stipulated by related laws

  • Wages and Benefits

    Wages, overtime and holiday pay, and benefits shall be paid not less than those stipulated by related laws, in a fair and timely manner

  Safety and Occupational Health

  Supplier shall provide a safe and healthy working environment to ensure effective operations and compliance with related laws and regulations. Supplier shall also put in place necessary safety control processes, and measures to prevent accidents and adverse health impacts.

  Environment

  • Supplier shall comply with environmental laws, regulations and standards
  • Supplier shall conduct environmentally friendly business operation.
  • Supplier shall participate in environmental conservation through efficient and effective uses of natural resources
• Anti-Money Laundering and Counter-Terrorism and Proliferation of Weapon of Mass Destruction Financing (AML/CTPF) Policy Statement

  The Company is committed to prevent its entity as a source of money laundering and supporting financial to terrorist and proliferation of weapon of mass destruction. The Bank has realized the importance of complying with the regulations regarding anti-money laundering, counter terrorism and proliferation of weapon of mass destruction financing, which include:

  • Customer Acceptance Policy
  • Know Your Customer (KYC)
  • Customer Due Diligence (CDD)
    • Customer Identification
    • Money Laundering Risk Management
    • Customer Account Movement Monitoring
    • AML/CTPF risk assessment
    • Risk management within the organization.
  • Sanction Screening and Reporting

  Therefore, the Company established the AML/CTPF Policy, Procedure and Working manual for ensuring that the company’s business operations comply with regulations and international standards on AML/CTPF, and in line with its business ethics and corporate governance principles.