The Company has the intention and determination to conduct business under the principles of good corporate governance of the Securities and Exchange Commission and the Stock Exchange (SEC) and the Stock Exchange of Thailand (SET). In addition, recommendations from the Thai Institute of Directors Association (IOD) according to the Corporate Governance Assessment Report with awareness of the importance of good corporate governance for transparency which can be checked and built confidence among all parties involved to help support and result in sustainable business development, the company has prepared a corporate governance policy published on the company's website and prepare business ethics in writing and communicate them to executives and employees at all levels of the company for acknowledgment in order to use them as guidelines for conduct of directors, executives, and employees to adhere to it as a principle of conduct in operations.

CORPORATE GOVERNANCE POLICY AND PRACTICE

Policy and Practice Related of the Board of Directors

The Board is aware of the responsibilities and roles in policy making and supervise the company to have good management that covers objectives of the business goals, strategies, operating policies to achieve the objectives and goals of business operations, as well as monitor, evaluate and supervise the reporting of operating results to be consistent with the laws and regulations of the company as well as the resolutions of the shareholder meeting which leads to operations and creates sustainable value for the business of the company.

The Board has implemented the principles of good corporate governance for listed companies in various areas as follows:

1. Selection of directors and senior executives

  • (1) Selection of independent directors

    The Company has determined the structure of the Board of Directors with the number of independent directors, who are persons who can express their opinions freely and perform their duties to best protect the interests of the company and its shareholders, not less than one-third of the number. All directors and not less than 3 people. The Nomination and Remuneration Committee will select directors who have appropriate qualifications in terms of skills and experience that will be beneficial to the current company and has independent director qualifications.

    The definition of an independent director of the company is as follows:

    1. Hold shares not exceeding 1 percent of the paid-up registered capital of the company, subsidiaries, or related companies. The shares held by related persons of the independent directors must also be counted.
    2. Not being or having been a director who participates in management, an employee, a staff member, or an advisor who receives a regular salary or the controlling person of the company unless it has been free from having the aforementioned characteristics for not less than 2 years.
    3. Not a person related by blood or legal registration or by being legally registered as parents, spouses, siblings, and children, including spouses of children of other directors’ company executive, major shareholders controlling person or persons who will be nominated to be directors’ executives or controlling persons of the company or subsidiary.
    4. Do not have or have ever had a business relationship with the company in a manner that may impede the exercise of one's independent judgment including not being or having ever been a significant shareholder or controlling person of a person who has a business relationship with the company. Unless it has been free from having the aforementioned characteristics for not less than 2 years.
    5. Not being or having been an auditor of the company and not being a significant shareholder controlling person or partner of the audit firm which has the company's auditor unless this person has been free from having the aforementioned characteristics for not less than 2 years, this person is not a professional service provider which receives service fees exceeding 2 million baht per year from companies, subsidiaries, or juristic persons that may have conflicts of interest.
    6. Not being or having ever been a professional service provider which includes providing services as a legal advisor or financial advisor who receives service fees in excess of 2 million baht per year from the company and not being a significant shareholder controlling person or a partner of that professional service provider as well unless it has been free from having the aforementioned characteristics for not less than 2 years.
    7. Not being a director appointed to represent the company's directors or major shareholders or Shareholders who are related to the major shareholders
    8. Do not operate a business that has the same nature and is in significant competition with the business of the company or its subsidiaries or not being a significant partner in the partnership or being a director who participates in management, an employee, a staff member, or a consultant who receives a regular salary or holding shares exceeding 1% of the total number of shares with voting rights of other companies which operates a business that has the same nature and is in significant competition with the business of the company or its subsidiaries.
    9. Not having any other characteristics that prevent him from giving independent opinions about the company's operations
  • (2) Selection of directors

    The Nomination and Remuneration Committee will consider setting criteria and a transparent recruitment process as well as screening and selecting qualified individuals to appoint directors to replace directors who have vacated their positions, both in the case of resignation before the end of their term and those whose term has expired according to the following criteria:

    1. Consider the structure and composition of the committee both in terms of the number of committee members appropriate to the size, type, and complexity of the business, qualifications of each director in terms of skills, experience, and specific abilities related to the company's main business or industry.
    2. Consider the qualifications of independent directors in accordance with the criteria set by the Securities and Exchange Commission.
    3. Set criteria for selecting company directors, sub-committee and Managing Director including giving shareholders the opportunity to nominate directors.
    4. Consider recruiting company directors, sub-committee and Managing Director. They are individuals with knowledge, experience, and specific abilities that are beneficial to the company in order to propose to the Board of Directors for approval and/or to propose to the shareholders' meeting for approval, as the case may be.
    5. Consider the qualifications of the Managing Director position that are appropriate for managing the company's business in order to achieve the stated vision. These will cover education, experience, knowledge, and expertise and take into account important and relevant business environment factors such as conditions and trends of the economy and industry as well as business competition are also taken into consideration along with the duty to offer remuneration to those who are suitable to be managing directors.
    6. Ensure that the company provides orientation and distributes documents and information useful to the performance of duties of new directors.
    7. Set policies and criteria for determining compensation of company directors, subcommittee member and managing director to present to the Board of Directors to consider approval and/or propose for approval to the shareholders' meeting as the case may be.
    8. Set necessary and appropriate remuneration both in form of monetary and non-monetary to motivate and retain company director’s sub-committee and managing director.
    9. Set criteria and methods for evaluating job performance of company directors, sub-committee and managing director.
    10. Consider reviewing the policy, criteria for recruiting and determining compensation and the compensation system to be appropriate to the duties. responsibility including being consistent with the company's operating results and market conditions, taking into account the benefits that will be created for the company as important.
    11. . Ensure that details of the remuneration that each member of the Nomination and Remuneration Committee receives in addition to serving as a director are disclosed in the annual report.
    12. Review the succession plan for the position of managing director and senior executives (Succession plan) in order to prepare such persons who have the potential to succeed in the position in the event that the managing director or senior executive retires, resigns, or is unable to perform their duties.
    13. Perform any other duties as assigned by the Board of Directors.

    The Nomination and Remuneration Committee will nominate individuals with the aforementioned qualifications for the Board of Directors to consider and propose to the shareholder meeting for election as company directors.

    According to the company regulations, at every annual general meeting of shareholders, one-third of the directors shall retire from office if the number of directors cannot be divided into three parts. The number closest to 1 in 3 must be removed. Therefore, the company's directors have a term of office of 3 years. Directors who retire from office may be re-elected. The company has not specified the number of terms of office of directors or the number of other listed companies in which directors will hold directorship positions. But will consider the appropriateness of appointing directors whose terms have expired to hold office again. In the company regulations, the criteria and procedures for appointing directors by shareholders are as follows;

  • (3) Recruitment of Managing Director
    1. Executives in the position of Managing Director will be selected by the Nomination and Remuneration Committee which will consider selecting qualified persons according to the criteria, processes and methods as specified in the company's regulations, such as knowledgeable and capable, have experience that is beneficial to management to achieve objectives or goals set by the Board of Directors, and has a good understanding of the company's business. The Nomination and Remuneration Committee will present it to the Board of Directors for approval by a majority vote before presenting it to the shareholders' meeting. To consider and approve the appointment, the resolution of the shareholder meeting requires a majority vote of the shareholders who attend the meeting and have the right to vote.

    In addition, the company also gives shareholders the opportunity to present names of directors in advance. In order for the Nomination and Remuneration Committee to consider the qualifications of the nominees in accordance with the criteria that the company has set and present it to the Company's Board of Directors for consideration and approval before presenting it to the shareholders' meeting to consider appointment according to the next steps.

  • Development of directors

    The Board of Directors ensures that each director commands knowledge and understanding of their roles and responsibilities as well as the nature of business and applicable laws. Also under the responsibility of the Board of Directors is the provision of support for all directors to regularly develop their knowledge and skills, such as the trainings organized by Thai Institute of Directors (IOD), the SET, other organizations and etc.

  • Assessment of Board performance

    The Board of Directors has in place a policy on performance assessment of the Board of Directors, sub-committees, and each director at least once a year to allow all directors to jointly deliberate work results and problems encountered. Results of the assessment will benefit further performance development.

2. Duties of the Chairman and Managing Director

The Chairman of the Board of Directors and the Managing Director are not the same person. In order to separate duties in policy setting, supervision and routine administration. The committee has determined the authority and duties of the chairman and managing director clearly. The Chairman of the Board is an independent director according to the meaning of the Stock Exchange.

3. Directors and the Executives’ remuneration

Directors: The shareholders’ meeting is authorized to approve all types of remuneration for directors. The Board of Directors assigns the Nomination and Remuneration Committee to take charge of formulating policies and criteria on remuneration for directors. To present directors’ remuneration to the shareholders’ meeting, the Board of Directors will look into the pay structure and remuneration against business strategies and long-term goals. Also forming part of the consideration are experience, duties, accountability, and responsibility as well as the benefit expected of each director. The practice is comparable to peer industrial companies. Compensation must be attractive enough for directors to take the organization towards both short-term and longterm goals

Executives: Regarding compensation for executives, the Board of Directors has a policy on determining the suitable remuneration structure for motivating the Chief Executive Officer, Senior Executives, and all others to work towards the objectives and goals and achieve the long-term benefit for the organization. The Board of Directors assigns the Nomination and Remuneration Committee to define pay criteria against performance assessment for the Managing Director before seeking approval from the Board of Directors.

4. Independence of directors from management

The Board of Directors is made up of executive directors and non-executive directors at a ratio where proper balance of power can be upheld. Most directors are non-executive directors, who are free to express their views on business management. The number and qualifications of independent directors are defined by SEC and SET. The Board of Directors will ensure that all independent directors can work with one another on panels with efficiency and with freedom to express their opinions. Present Board of Directors consisting of 8 directors, 3 are independent directors, representing 37.5 percent, who are non-executive directors. (Including independent directors) 7 persons, representing 87.5 percent, which is in accordance with the criteria of the SEC Office and the Stock Exchange of Thailand.

5. Development of directors

Board of Directors shall supervise each director to have knowledge and understanding about their roles, duties, nature of business operations and laws related to business operations as well as encourage all directors to receive skills and knowledge enhancement for performing their duties as directors on a regular basis. For example, courses organized by the Thai Institute of Directors (IOD) and the Stock Exchange of Thailand or other agencies, etc.

6. Assessment of Board performance

The Board of Directors has in place a policy on performance assessment of the Board of Directors, sub-committees, and each director at least once a year to allow all directors to jointly deliberate work results and problems encountered. Results of the assessment will benefit further performance development.

Policies and operation guideline relating to shareholders and stakeholders

The Company emphasizes the basic rights of the shareholders and stakeholders, both as the shareholders are both investors and the Company’s owners. The Company has a policy to promote the right exercising by the shareholders, as the following details:

  1. Right to receive accurate, complete, sufficient and prompt information
  2. Right to attend the shareholders of meetings, express opinions and raise questions in the meetings in accordance with the meeting agenda
  3. Right to nominate or dismiss directors
  4. Right to approve the auditor and propose audit fee
  5. Right to propose meeting agenda, that need additional review, in the shareholders’ meetings
  6. Other rights as stated by laws and the Company’s regulations
  • Roles of Stakeholders

    The Company is attentive to the right of the beneficiaries in all groups, be they the internal beneficiaries like staffs and the Company’s and its subsidiaries’ executives, or the external beneficiaries like competitors, creditor, the governmental authority and other related agents. The company actually conducts its operation in compliance with the provisions of law and other relevant regulations in order to maintain the appropriate care of these beneficiaries. In 2022, the Company ensured that all stakeholders were properly treated each stakeholder as follows:

    Shareholders The Company values the rightsof shareholders and rights stipulated by the law, such as the right to attend the shareholders’ meetings; the right to vote at the meeting; the right to freely express opinions at the shareholders’ meetings; the Company also gives shareholders the right, as the owners of the Company, to make suggested and comments on the Company’s affairs to the independent

    Employees The Company truly believes that its employees are the most valuable assets and also support employees to improve their knowledge and skill by providing skills trainings, knowledge sharing workshops and leaning opportunities to all employees for their selfdevelopment and career growth with the Company. The Employee Performance Assessment system integrates the employees’ values with the corporate objective to ensure that the business success is their mutual benefits.

    Customers The Company is determined to provide customers with maximum benefit in terms of quality and price, to develop and maintain the sustainable relationship with customer, to commitment to the customers.

    Partners The Company is operates its business by upholds promises and committed to fair and equal treatment of its suppliers and business partners to establish mutual trust.

    Competitors The Company is legally competing with the competitors by adhering to the business fairness under the trade competition act. , and not take any action that violates the intellectual property or copyright of competitors, not use dishonest methods to discredit a competitor or no trade secret violations.

    Creditors The Company honestly and strictly adheres to loan agreement, pay attention to the importance of the creditors and strive to keep good relationship with them on the best interest of the Company.

    Communities, Social and Environment The Company perceives the corporate responsibility for the environment in the society and community and for natural resources conservation. The Company supports activities that promote quality of life and create happiness for communities, society and environment.

  • Equitable Treatment of Shareholders

    The Company has a policy to treat all the shareholders equally. That is, a shareholder can vote independently to elect the board of directors, partake in resolution making, opining, and enquiring the meeting as per the meeting’s agenda and proposed issue. Every shareholder has the right and equity to receive correct, well-rounded, and updated information, of which he/she can also check for its verity. The company has a policy to provide more alternatives for the shareholders by permitting an independent director to be entrusted by a shareholder, in the event the latter cannot attend the meeting. All are treated fairly and equally as following guidelines:

    1. All shareholders have the rights and equality of receiving information, expressing opinions and asking questions, in accordance with the meeting agenda and the issues proposed in the meeting.
    2. Shareholders are able to obtain the meeting details and agendas from the Company’s website prior to the meeting date. To promote the rights of the shareholders, the Company posts an announcement encouraging the shareholders to nominate a person to take the role of a director and suggest additional meeting agendas for the Annual General Meetings of shareholders. In addition, the shareholders are also encouraged to express their ideas about clear operation guidelines.
    3. The Company has the policy and operation guidelines about the use of inside information prevent directors, management and employees from wrongly using inside information or preventing inside trading. The securities trading is suspended for one month before the financial statement and inside information are released to the public.
    4. Directors and management are required to report the details about their stake holding so that the Board of Directors can consider any transactions that may involve in conflicts of interest and that may impact overall decision making for the Company’s benefits. Directors and management involving in any transactions done with the company shall not take part in decision making in such transactions.
    5. Directors and management are required to report the details about their holding and trading of securities to the Company’s secretary office, which will submit such report to the SEC, depending on the case, within the duration specified by the laws and related regulations.

  • Prevention of inside information exploitation

    The Corporate Governance Policy prohibits directors, executives, and staff as well as all others involved from using or revealing business information that is not intended for the public for personal gain or for securities trading. Inside information is not to be released to outsiders or any stakeholders before disclosure to the public through SET. To ensure strict compliance, the Company has established disciplinary actions for violators.

  • Prevention of conflict of interest

    In the past years, the company’s directors and management have been considering about the eradication of the interests’ conflict with prudence, honesty, and independence under the frame of decent morality. This effort is to achieve the overall benefits of the company, transparency, and protection of personal interest through exploitation. The Company’s directors, executives and all employees are not allowed to engage in any business that competes with the Company or execute any business transaction which involves themselves or related person/juristic person that may lead to conflict of interest and not to seek benefits for themselves and related parties by using inside information that has not been disclosed to the public. In case that connected transaction or the transactions that may lead to conflicts of interests, to ensure that they are in compliance with the laws and the exchange’s regulations, and are reasonable and for the highest benefit of the Company.

  • Anti-Corruption

    The Company is aware of the importance of Anti-Corruption and emphasizes the management of business ethics; fairness, transparency and accountability; specifically in related processes or risk of corruption in all forms, either directly or indirectly according to good corporate governance in order to enhance stakeholders’ trust and indoctrinate good awareness and establish good value for directors, managements and employees in all level of the Company for their acknowledgment and practice..

    Anti-Corruption Policy

    The company places importance on conducting business carefully regarding corruption by adhering to the principles of good corporate governance for the highest benefit of the shareholders, stakeholders, and those involved. Therefore, a policy against corruption has been established including business ethics and ethics to be used as guidelines as follows:

    • Directors, executives and employees must not commit corruption both directly and indirectly, such as presenting, making promises, requesting, demanding, demanding or receiving benefits, giving benefits inducing illegal acts or breaking trust or any other actions that constitute corruption, etc., for the benefit of oneself or other persons.
    • Directors, executives, and employees must comply with anti-corruption policies and measures. If any person violates this policy, he or she must be considered for disciplinary punishment and prosecute according to the law on a case-by-case basis.
    • If findings any acts of corruption or actions that may cause corruption, The witness must report the incident or report it to your supervisor immediately or may report it through the whistleblowing channels specified by the company.
    • Establish policies and guidelines to prevent corruption in various forms, such as political assistance, charitable donation, providing support payment of gifts or service fee etc. There will be a follow up on such matters to be transparent that not contrary to relevant laws or provide benefits incorrectly or inappropriately.
    • Establish an adequate and appropriate internal control system to prevent corruption and operations that do not comply with the principles of good corporate governance.
    • Procurement must be carried out transparently that not contrary to the law, work regulations, and procedures set by the company including organizing regular inspections of procurement operations.
    • Giving donations or support to government agencies or the private sector must be done with transparency. It is not contrary to morality, ethics, and legality and strictly in accordance with the company's policies and procedures regarding such matters. Approval must be obtained from the parent organization before proceeding. Providing donations or support to government agencies or the private sector must not cause conflicts of interest for both personal and company interests. This must not be used as an excuse for corruption. Approval of donations or support to government agencies or the private sector must strictly follow the regulations. A report is prepared along with supporting documents for consideration and approval of donations or support to government agencies or the private sector and propose approval to the executives for further consideration.
    • The company conducts business in a politically neutral manner. Here will be no political assistance or support is given to political parties or politicians in any form. This includes not encouraging company directors, executives, or employees to participate in any political activities on behalf of the company. However, each person has the legal right to participate in political activities, but must not pretend to be an employee. or take any assets of the company to use in political support or do anything that causes a misunderstanding that the company is involved in or supports any political cause. This expression and/or express political opinions in the office or area of the company's unit It is considered against the company's regulations.
    • If finding an action that is considered corruption. That person must notify supervisors or the channels that the company has set up for filing complaints about the discovery of corruption clues or violation of various rights. The company has measures in place to protect complainants. Whistleblower and those providing information as specified details appear in accordance with the policy regarding whistleblowing and measures to protect whistleblowers. The company has provided channels for reporting clues and complaints to the Company Secretary.

      Address: RPCG Public Company Limited, 86/2 Sammakorn Place Building Ramkhamhaeng Road, Saphan Sung Subdistrict, Saphan Sung District, Bangkok 10240

    • Designated KPMG Phoomchai Company Limited, which was appointed to conduct internal audits to have the duty to assess risks from corruption by evaluating, analyzing, monitoring and controlling corruption risks to an acceptable level. Then report to the Audit Committee including following up on the results of the implementation of the anti-corruption policy.
    • Punishment of wrongdoing shall be in accordance with the company's regulations and/or relevant laws.

CODE OF CONDUCT

The Board of Directors is committed to good corporate governance, and thus has established the Code of Conduct as the operating framework and guideline for all directors, executives, employees, ensuring effectiveness and transparency, inspiring confidence and acceptance among all stakeholders, leading to sustainable value creation for the businesses.

The guidelines in Code of Business Ethics cover Legal compliance, Anti-Corruption, Stake holding and conflicts of interest, supervising the use of inside information and trading the Company’s securities, Disclosure and confidentiality of information, Protection of personal information, Human rights, Protection and non-infringement of intellectual property, Receiving complaints, whistleblowing channels and protection of the rightsof whistleblowers, Responsibility to stakeholders.

In addition, the Company requires monitoring of compliance with Corporate Governance Policy and Code of Business Ethics through internal audit processes. Any neglect or violation will be subject to disciplinary action and/or law, as the case may be, and in case of seeing practices that may be contrary to business ethics have employees report to supervisors. Or the Compliance Department or internal audit department or the Managing Director, as the case may be, through channels for complaints or whistleblowing provided by the Company. Neglecting or violating Code of Business Conduct will be subject to disciplinary action and/or law. In the event that a practice that may be contrary to Code of Business Conduct is found, employees must report to supervisors or Compliance Department or Internal Audit Departmentor President through complaint channels or whistleblowing provided by the Company.

SIGNIFCANT CHANGES AND DEVELOPMENTS IN POLICIES, PRACTICES AND CORPORATE GOVERNANCE SYSTEMS

Changes and important developments regarding the review of policies, practices, and corporate governance systems or board charters in the past year.

Board of Directors have been implemented good corporate governance policy and business ethics and code of conduct manual for directors, executives, and employees to follow along with requiring companies in the group to apply the aforementioned guidelines to be appropriate and sufficient for each of the company's businesses in terms of adhering to honesty, integrity, transparency, fairness and compliance with relevant laws. The policy, code of conduct and various committee charters will be reviewed annually in order to keep up with the changing circumstances.

In the past year 2023, the Board of Directors considered and reviewed policies and practices regarding good corporate governance, social, and environmental policies and practices to be consistent with the context of the company that related to laws including the current situation as a working practice for executives and employees of the group of companies with relevant regulations or guidelines. Moreover, adhere to the principles of ethics and ethics in doing business that covers various matters such as honesty to customers, introduction and dissemination of information, compliance with rules and regulations, conflicts of interest, maintaining customer confidentiality, etc., which the company has disseminated to all directors, executives, and employees for acknowledgment and practice. The company also organize training for all new employees as well.

As for the Board of Directors, the committee's charter will be reviewed annually in order to be current and consistent with the principles of good corporate governance and to ensure the operations of the Board of Directors. It is efficient and consistent with the direction of the organization. In addition to the Board of Directors of various sub-committees’ charters of each faculty were also reviewed.

Practice in other matters according to the principles of good corporate governance.

  • Results of the corporate governance assessment of Thai listed companies for the year 2022

    Results of the survey on corporate governance of the company of the Thai Institute of Directors Association (IOD) according to the 2022 Corporate Governance Survey Project of Listed Companies. Overall, the company is in the “Very Good” criteria and received an overall and category average score of 80%. From a total of 750 listed companies surveyed in 2022.

  • Results of the assessment of the quality of organizing general shareholder meetings of listed companies for the year 2023.

    The company received the results of the assessment of the quality of holding the general meeting of shareholders of listed companies for the year 2023 (Annual General Meeting Checklist). The company passed the assessment of the quality ofholding the general meeting of shareholders with a score of 96 points, classified as “good”. Excellent” from the Thai Investors Association.