Good Corporate Governance

Good Corporate Governance policies

• Manage company’s operations with cautions, responsibility, competency and efficiency / effectiveness for the best interests of the company’s shareholders.
• Operate the company in a transparent manner with regular independent audit and information disclosures to the public, shareholders and all related parties.
• Give importance to regular internal audit / internal controls system and implement proper risk management measures to handle the company’s potential risks exposures.
• Eliminate conflict of interests, every employee must be responsible for his / her decisions and / or actions.
• Treat all shareholders, business alliances, customers and interest groups with respect and fairness.

Shareholders’ rights

• Rights to receive information from the company
• Rights to cast votes
• All shareholders must be treated equally by the company in accordance to their rights as shareholders

Rights of interest groups

• Employees – the company must treat every employees fairly in accordance to applicable laws / regulations and provide appropriate compensation / benefits.
• Business alliances – the company should adhere to the agreed terms and conditions of the sales, credit, and / or business contracts with every trading partners / business alliances.
• Customers – the company should be responsive to customers’ needs, maintain high service standards, protect customers’ confidential information, establish responsive customers’ relations department and personnel to handle customers’ complaints promptly and effectively.
• Competitors – the company will adhere to fair competition practices and refrain from using dishonest means to gain unfair advantage over business rivals, or to destroy their reputation / image.
• Communities – the company must be responsible for any adverse impacts its operations may have on society and / or the environment and implement environmental preservation and pollution reduction measures

General shareholders’ meeting

At the general shareholders’ meeting, shareholders can raise questions, offer suggestions, voice their opinions. The company’s audit committee member and auditor will be present at such meeting to answer the shareholders’ questions and clarify various issues raised by the shareholders about the company’s business operations and / or transactions.

Leadership and vision

The Board of Directors will be involved in approving the company’s vision, mission, business strategies and objectives, business plans, budgets, and to ensure that the management fulfill their roles / duties according to the business plans and specified budgets efficiently and effectively, in order to maximize the company’s economic value and stability for the shareholders. An audit committee will be established to ensure proper internal financial controls / accounting audit and complete information disclosures related to transactions which may cause conflict of interest, or may violate applicable law / regulations in order to ensure business operations transparency.

Conflict of interest

For transactions which may cause conflict of interest, the company’s Board of Directors will carefully review such transactions with the company’s best interest in mind. In approving related transactions and / or in specifying policies and potential to engage in future related transactions, the Board of Directors will adhere to the approval of the audit committee’s meeting (No. 1/2005) dated March 29, 2005 and the Board of Director’s meeting (No. 2/2005) on March 29, 2005.

Business ethics

The company has issued its business code of ethics for the Board of Directors, the management and employees to serve as guidelines while they perform their job duties for the company.

Merging, or segregating job title

The company segregate the job duties of the Chairman of the Board of Directors from that of the Managing Director, thus no single person cannot hold both job positions at the simultaneously. To separate job duties related to formulating company’s policies, from supervising and managing daily business operations, the company had clearly specified the scope of authority for the Board of Directors and the Managing Director to them from approve issue / transactions which he / she stands to gain, or one which is considered a conflict of interest for the company.

Compensation for company’s directors and management executives

The shareholders will approve the reasonable compensation for the company’s directors and management executives according to their assigned job responsibilities at the general shareholders’ meeting. The compensation for the management executives will be in accordance to the policy specified by the company’s Board of Management which is in line with each executive’s job duties, job performance and the prevailing company’s operations results (profitability). The compensation will be comparable to the industry standards for the same / similar business and one which is adequate to attract, or retain the executive which the qualifications required by the company.

Board of Directors meeting

The Board of Directors meeting is held at least once every three months and additional meeting can be held when necessary. The directors can proposed additional issue for the Board of Directors to consider, including offering suggestions at such meeting an open / direct manner. The company will prepare and distribute the minutes of meeting for each Board of Director’s meeting.

Subcommittee

According to the resolution of the general shareholders’ meeting (No. 3/2005) dated March 1, 2005, the company appointed an audit committee comprising of four independent directors to assume a 2-year job term as member of the company’s audit committee with scope of authority as specified by The Stock Exchange of Thailand. The audit committee regularly holds a meeting at least once in three months, and may request the company for permission to hold a special meeting in event of an urgent case if necessary.

Internal control and audit

The company had established an effective internal audit system for both the managerial and operations levels, and clearly specified the scope of authority for staffs at every job level. This serves to protect the company’s assets, segregate the job duties of those being evaluated and those performing the monitoring and evaluations. This will ensure a check and balanced system within the organizations to minimize abuse of authority. Moreover, the company had also established an internal audit division which reports directly to the audit committee and allow the company’s auditor to evaluate and review the company’ internal audit process during the auditing of the company’s annual financial statements.

Board of Directors’ report

The company’s Board of Directors is responsible for ensuring that the company’s operations comply with good corporate governance principles, review, approve, disclose the company’s annual financial statements and annual business operations report.

Relations with investors

According to the Company’s policy, management has a duty to disclose information to investors on the basis of reliability and accuracy, whereas the information may have an impact on the Company as specified in the regulation of Securities Exchange Committee and SET. Investors are able to contact Investors Relationship directly at Tel. 02-941-6931, 02-941-6931 Email : info@easonpaint.co.th or www.easonpaint.co.th to get Company’s information.