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Good Corporate Governance Policy

Good Corporate Governance Policy

In the past, the Board of Directors of Asian Palm Oil Public Company Limited (“Company”) has emphasized the governance of operations in accordance with the laws, objectives, regulations, and resolutions of the Company’s shareholders. The Company has also upgraded its formal practices to comply with the Principles of Good Corporate Governance of Listed Companies 2012 (The Principles of Good Corporate Governance of Listed Companies 2012) as set out by the Stock Exchange of Thailand (“SET”) and the Corporate Governance Code for Listed Companies 2017 (Corporate Governance Code for Listed Companies 2017) as set out by the Securities and Exchange Commission (“SEC”) when the Company was preparing to become a listed company. This is to ensure that the Company’s operations are efficient and effective, and to demonstrate transparency to investors, which will create confidence in the Company’s business operations to external parties. The Company’s good corporate governance policy covers the following five key principles:

The company recognizes and values the fundamental rights of shareholders, both as investors in securities and as owners of the company. These rights include the right to buy, sell, and transfer securities held by them; the right to receive a share of the company's profits; the right to receive adequate information; the right to attend meetings to exercise their voting rights at shareholder meetings to elect or remove directors, appoint auditors, approve important transactions that have an impact on the direction of the company's business, and matters that have an impact on the company, such as the allocation of dividends, the determination or amendment of the company's articles of association and by-laws, the reduction or increase of capital, and the approval of other special items as appropriate.

In order to promote and facilitate the exercise of shareholders' rights, the company has the following policies/requirements:

  1. To provide information on the date, time, location, and agenda of the meeting at least 7 days in advance, with explanations and reasons for each agenda or resolution requested as specified in the notice of the annual and extraordinary general meetings of shareholders or in the agenda documents, and to refrain from any actions that restrict the opportunity of shareholders to study the company's information.
  2. To facilitate shareholders in exercising their right to attend meetings and vote appropriately, and to refrain from any actions that restrict the opportunity of shareholders to attend meetings. For example, in organizing shareholder meetings, the company will use a convenient location to travel. It will attach a map showing the location of the shareholder meeting in the notice of the meeting, as well as choose a suitable day and time, and allocate sufficient time for the meeting.
  3. Prior to the shareholder meeting, the company will open the opportunity for shareholders to send their opinions, suggestions, or questions in advance prior to the meeting. The company will notify the shareholders of the criteria for submitting questions in advance along with the delivery of the notice of the shareholder meeting, and will disseminate the criteria through the company's website.
  4. To allow shareholders to use a proxy form that shareholders can determine the direction of their votes, and to propose the name of at least 1 independent director as an option for shareholders' proxy.
  5. At the shareholder meeting, the chairman of the meeting will allocate appropriate time and the company will provide shareholders with the opportunity to express their opinions, suggestions, or ask questions on relevant agendas freely before voting on any agenda.
  6. All directors will attend the shareholder meeting to answer questions at the meeting.
  7. To hold a vote at the shareholder meeting for each item if the agenda has multiple items, such as the agenda for the appointment of directors.
  8. To use voting ballots in important agendas, such as related party transactions, asset acquisition or disposal transactions, etc., for transparency and accountability in counting the voting results.
  9. To establish a system for counting votes in each agenda appropriately and/or appoint independent personnel to assist in counting votes.
  10. After the shareholder meeting is completed, the company will prepare a meeting report that records the information accurately and fully in the essential matters. The meeting report will also record important questions, opinions, and suggestions. This will allow shareholders to verify the results of the voting in each agenda. The meeting report will also be published on the company's website.
  11. The company will send a copy of the shareholder meeting report to the Securities and Exchange Commission within 14 days of the shareholder meeting as required by law, for shareholders to read the minutes of the meeting.

The company has established a policy of treating all shareholders equally, regardless of whether they are majority or minority shareholders, executive or non-executive shareholders, Thai or foreign nationals. The details are as follows:

  1. The company will submit a notice of the shareholders' meeting, including the agenda and the opinion of the board of directors, to the Securities and Exchange Commission (SEC) and publish it on the company's website at least 28 days before the meeting date. The company will also prepare the notice of the shareholders' meeting in English and publish it together with the Thai version.
  2. The company will establish criteria and procedures for minority shareholders to propose candidates for directorship. Minority shareholders can submit their proposals to the board of directors in advance of the shareholders' meeting, along with information on the qualifications of the candidates and their consent.
  3. The company will establish criteria and procedures for minority shareholders to propose additional agenda items in advance of the shareholders' meeting. This is to ensure fairness and transparency in the consideration of whether to add the items proposed by minority shareholders.
  4. Executive shareholders will not add agenda items that were not notified in advance without a valid reason, especially important items that require shareholders to take time to study the information before making a decision.
  5. At each shareholders' meeting, the company will provide equal opportunity to all shareholders. Before the meeting begins, the chairman of the meeting will explain to the shareholders the rules of the meeting, how to exercise their voting rights, the voting rights of each class of shares, and how to count the votes of shareholders who are required to vote on each agenda item.
  6. In the agenda for the election of directors, the company will conduct a separate vote for each director.
  7. Directors are required to report any conflicts of interest in any agenda item at least before the relevant item is considered at a board meeting. The conflicts of interest will be recorded in the minutes of the board meeting. Directors with significant conflicts of interest that would prevent them from providing independent opinions on the relevant item are prohibited from participating in the meeting on that item.
  8. The company has a written policy on the preservation and prevention of the misuse of insider information. The policy is communicated to all employees. All directors and executives who are required to report their securities holdings under the law are required to submit such reports to the company secretary on a regular basis and disclose them in the company's annual report.

The Board of Directors is committed to the rights of all stakeholders, both internal and external. The Board recognizes that the input of all stakeholders is essential to the company's operations and development. The company will comply with all applicable laws and regulations and establish policies for treating each stakeholder group with due regard for their rights under the law or under any agreement with the company. The company will not engage in any activities that violate the rights of stakeholders.

 

Shareholders

The Board of Directors is committed to the rights and equality of shareholders. The Board has established policies that guarantee shareholders the right to receive a share certificate, to transfer shares, to receive adequate, timely, and relevant information, to attend and vote at shareholder meetings, to elect and remove directors, to approve the appointment of the company's annual auditor and set his or her remuneration, and to share in the company's profits in proportion to the number of shares held. The company will keep minutes of shareholder meetings and disclose the meeting resolutions to shareholders and relevant government agencies in accordance with applicable regulatory disclosure requirements.

 

Employees

The Board of Directors recognizes that employees are a valuable asset to the company's success. The Board has established policies for fair treatment of employees at all levels, without discrimination in terms of opportunities, compensation, or promotions. The company also provides opportunities for employees to develop their skills and knowledge to their full potential, such as through training, seminars, and workshops. The company strives to retain high-performing employees to develop the organization. The company has policies for occupational safety, health, and environmental protection to ensure a safe working environment for employees and to prevent accidents, injuries, and illnesses arising from work. The company has also established anti-corruption guidelines and promotes compliance with applicable laws, regulations, and rules, such as the prohibition on insider trading.

 

Vendors

The company has a process for selecting vendors that ensures fair and competitive bidding. The company has also developed fair and equitable contract terms and a monitoring system to ensure compliance with the terms of the contract. The company prevents corruption and misconduct in all stages of the procurement process, the purchase of goods and/or services from vendors, and the fulfillment of commercial terms and conditions. The company complies with contracts in a strict manner.

 

Customers

The company is committed to providing excellent customer service and satisfaction. The company ensures that customers receive high-quality products at fair prices and that these products meet the company's standards. The company also complies with all terms and conditions agreed with customers. The company strives to continuously improve the quality of its products and services. The company maintains a strong and sustainable relationship with customers. The company does not use customer data for the benefit of the company or its affiliates without proper authorization, except as required by law, regulation, or the consent of the data owner.

 

Competitors

The company conducts its business in a fair and ethical manner. The company supports and promotes free and fair competition. The company treats competitors in a manner consistent with international norms and in accordance with applicable laws and regulations on competition. The company does not violate the confidentiality of competitors or acquire their trade secrets through fraudulent means. The company is committed to fair business practices and complies strictly with the company's ethical guidelines.

 

Creditors

The company will comply with all terms and conditions of its agreements with creditors, including the repayment of loans, interest, and insurance premiums. The company will also comply with its obligations in the event of default on a loan.

 

Society and the Environment

The company is committed to the safety, well-being, and quality of life of the people affected by its operations. The company also promotes a culture of environmental and social responsibility among its employees. The company complies strictly with all applicable laws, regulations, and rules. The company also participates in activities that promote environmental protection and social welfare, as well as the local culture in the communities where it operates.

 

       Stakeholders can submit questions, complaints, or tips about suspected illegal activities, inaccurate financial reporting, inadequate internal controls, or violations of the company's business ethics to the company's independent directors. The company will keep all complaints and tips confidential. The independent directors will investigate the information and recommend corrective action, if necessary. The independent directors will then report their findings to the Board of Directors.

The company is committed to the timely, accurate, and transparent disclosure of material information related to the company, including financial and non-financial information, in accordance with the requirements of the Securities and Exchange Commission ("SEC") and the Stock Exchange of Thailand ("SET"). The company also discloses other information that may have an impact on the company's share price, which affects the decision-making process of investors and other stakeholders.

Specific measures taken by the company to ensure the accuracy and transparency of information disclosure include:

  1. Establishing mechanisms to ensure that information disclosed to investors is accurate, not misleading, and sufficient for investor decision-making.
  2. Appointment of an investor relations (IR) officer to communicate with investors or shareholders. The company will disseminate information about the company, financial information, and general information to shareholders, securities analysts, credit rating agencies, and relevant agencies through various channels, including reporting to the SEC and SET, and the company's website. The company also emphasizes the importance of disclosing information regularly in both Thai and English so that shareholders can receive news regularly through the company's website. The information on the company's website is updated regularly, including vision, mission, financial statements, press releases, annual reports, corporate and management structure, shareholder structure and major shareholders, meeting invitations, and meeting minutes, etc.
  3. Support for the preparation of management discussion and analysis (MD&A) to help investors understand the changes in the company's financial position and operating results in each quarter.
  4. Disclosure of information about the role and responsibilities of the board of directors and the company's sub-committees, the number of meetings held, the attendance of meetings in the past year, the opinions from the performance, and the training and development of the board in the annual report. The company also discloses the policy for paying remuneration to directors and senior executives, the form and nature of remuneration, and the amount of remuneration received by each director from being a director of the company and its subsidiaries.
  5. Disclosure of audit fees and other services provided by the auditor. In addition to disclosing information in Form 56-1 One Report according to the specified criteria and through the channels of the SET, the board will consider disclosing information in both Thai and English through other channels, such as the company's website. The information will be presented in a timely manner, accurate, and grammatically correct.

1.Board Structure and Committees

The Board of Directors is composed of individuals with diverse skills and experience that can benefit the company. They play a key role in setting the company's strategy and overall direction, as well as in overseeing, monitoring, and evaluating the company's performance to ensure it meets its objectives.

The Board of Directors has a minimum of 5 members and a maximum of 12 members. The Board of Directors must include at least one-third of the total number of directors, or at least 3 directors, who are independent. This helps to ensure that there is a balance in decision-making and voting on various matters. All of the company's independent directors meet the requirements set out in the Securities and Exchange Commission (SEC) Notification, the Stock Exchange of Thailand (SET) By-laws, and other relevant regulations, guidelines, and laws.

The Board of Directors has a term of office of no more than 3 years at a time in accordance with the relevant laws. Independent directors may serve for a maximum of 9 consecutive years, unless the Board considers it necessary and appropriate. In addition, the company's directors and executives may serve as directors or executives of affiliated companies or other companies, but they must comply with the requirements of the SEC, the Securities and Exchange Commission, the Capital Market Supervisory Board, the SET, and other relevant regulations, guidelines, and laws. They must also notify the Board of Directors of their appointments. Each director may serve on the board of no more than 5 listed companies and may not serve as a director or chief executive officer of more than 3 public companies that are listed on the SET.

The Board of Directors may appoint committees to assist with corporate governance. These committees are as follows:

  1. Management Committee: This committee consists of at least 3 managing directors to assist the Board of Directors in managing the company's affairs in accordance with the company's policies, plans, regulations, and instructions, as well as the objectives set forth by the Board of Directors, within the framework delegated by the Board of Directors.
  2. Audit Committee: This committee consists of at least 3 independent directors to assist the Board of Directors in overseeing and auditing the company's management, intercompany transactions, internal controls, internal audits, and compliance with relevant laws, as well as the preparation of financial statements, to ensure that the company's operations and disclosure of information are transparent and reliable.
  3. Nomination and Remuneration Committee: This committee consists of at least 3 directors to recruit qualified individuals for positions as directors and senior executives, consider the form and criteria for the payment of remuneration to directors and senior executives, and submit their opinions to the Board of Directors for approval before being presented to the shareholders' meeting for approval (if applicable).
  4. Risk Management Committee: This committee consists of at least 3 directors and/or executives to assist the Board of Directors in establishing appropriate, adequate, efficient, and effective risk management policies and overseeing the overall risk management system or process to ensure that it is at an acceptable level.

In addition, the company has appointed a company secretary to handle matters related to Board of Directors meetings and shareholders' meetings, as well as to support the work of the Board of Directors by providing advice on legal and regulatory requirements relating to the Board's duties, and coordinating the implementation of Board resolutions

2.The Role, Duties, and Responsibilities of the Board of Directors

The Board of Directors is responsible to the shareholders for the company's business operations. It is responsible for setting the company's policies and direction, and for overseeing the management to ensure that it meets the company's goals, objectives, vision, strategy, and direction for the long-term benefit of the shareholders within the framework of the law and the principles of good corporate governance. At the same time, it also takes into account the interests of all stakeholders, as set forth in the Board Charter.

  1. Corporate Governance PolicyThe Board has established a written corporate governance policy and a corporate governance manual as a guideline for directors, executives, and employees to follow this policy. The policy is reviewed annually.
  2. Business EthicsThe Board is committed to ensuring that the company's business operations are transparent, ethical, and responsible to stakeholders as well as society and the environment. The Board has developed and approved a business ethics manual. The Board oversees directors, executives, and employees to strictly follow the manual and to promote understanding of the manual throughout the organization. This is to help employees to be aware of and to follow the company's business ethics, including:
    • Ethics in dealing with shareholders
    • Ethics in dealing with employees
    • Ethics in dealing with suppliers
    • Ethics in dealing with customers
    • Ethics in dealing with competitors
    • Ethics in dealing with creditors
    • Ethics in dealing with society and the environment
    • Ethics in combating corruption
    • Ethics in respecting the law and human rights
    • Ethics in conducting business under environmental standards
    • Ethics in not infringing on intellectual property

3.Conflict of Interest

The Board has carefully developed a conflict of interest policy that is based on the principles of necessity, reasonableness, and fairness, and is conducted with honesty and integrity, with the company's interests as a priority. The policy requires that individuals involved in matters that require disclosure of their interests and the interests of those related to them must inform the Board, and must not participate in the consideration or approval of such matters.

The Board will oversee related party transactions and transactions with conflict of interest in accordance with the law and other requirements of the Securities and Exchange Commission (SEC), the Capital Market Supervisory Board, and the Stock Exchange of Thailand (SET) when the company becomes a listed company on the stock exchange.

4.Internal Control

The Board will oversee the company's internal control system and effective internal audit system. The internal control system should be in place at both the management and operational levels, and an internal auditor should be appointed to independently perform audits and report directly to the Audit Committee.

5.Risk Management

The Board will oversee the company's risk management system and processes to appropriately reduce the likelihood and impact of risks to the company's business. The Risk Management Committee will be responsible for considering and developing risk management policies that cover both external and internal risks, and are consistent with the company's strategy and direction. These policies will be presented to the Board of Directors for approval.

6.Whistleblowing Mechanism

The Board of Directors has established a mechanism for receiving complaints and taking action in the event of a whistleblowing of illegal acts, financial statement inaccuracies, inadequate internal control systems, or unethical business practices of the company through independent directors or the company's independent auditors. The complaint and whistleblowing information that is submitted to the company will be kept confidential. Once the independent directors or independent auditors have completed their investigation and found a solution (if any), they will report to the Board of Directors.

7.Audit Committee Report

The Audit Committee is responsible for reviewing the financial statements withthe accounting department and the independent auditor before the financial statements are presented to the Board of Directors for approval. The Audit Committee also receives the internal audit report from the internal auditor every quarter.

  1. The Board of Directors schedules at least quarterly meetings, with additional special meetings as needed. The agenda for each meeting is clearly defined and meetings are scheduled in advance. The Board of Directors will send out a meeting notice, agenda, and meeting materials to all directors at least 5 days before the meeting date so that they have sufficient time to study the information before attending the meeting, unless there is an urgent need. Meeting minutes will be recorded and approved documents will be collected for reference and verification. In each meeting, executives and relevant persons will be invited to attend each agenda item as needed and appropriate, in order to provide detailed information for accurate and timely decision-making.
  2. The Board of Directors' meeting shall be decided by a majority vote, with each director having one vote. Directors with a conflict of interest in any agenda item will not attend the meeting or vote on that agenda item. In the event of a tie, the chairman of the meeting shall cast one additional vote as the tie-breaking vote.
  3. The Board of Directors will conduct an annual performance evaluation to improve and correct its operations. The evaluation will clearly define the evaluation topics and evaluation criteria. The Board of Directors will collect feedback from the evaluation results and present them to the Board of Directors meeting. The evaluation criteria, process, and results will be disclosed in the annual report.

Anti-Corruption Policy

Asian Palm Oil Public Company Limited (“the Company”) will operate its business with a focus on anti-corruption, upholding ethics, and being transparent and responsible to all stakeholders. The Company has defined corruption as “the act or omission of an act in a position of authority or the use of authority in a position of authority in an improper manner, the violation of laws, ethics, regulations, or the Company’s policies, or the act or omission of any act in a circumstance that may lead others to believe that the person has a position or authority that they do not have, or the use of authority in a position of authority to seek improper benefits for oneself or others in various forms, such as demanding, offering, or giving property, including any other benefits to government officials or any other persons who do business with the Company, etc.”

In order for the Company’s operations to be in line with the principles and policies of anti-corruption that the Company has defined, the Company has established an anti-corruption policy to provide guidance for implementation as follows.

1. Do not engage in corruption in any form, either directly or indirectly.

2. Ensure that all levels of management and employees are fully aware of the company's anti-corruption policy. All processes must be conducted in accordance with the law. Any errors due to negligence or lack of awareness will be subject to legal penalties.

3. All directors, executives, and employees are prohibited from engaging in or supporting corruption in any way. They must comply with the company's anti-corruption policy.

4. All directors, executives, and employees are required to report any suspected acts of corruption to the company. Reports should be made to the employee's supervisor or other appropriate person. Employees are also required to cooperate with any investigations.

5. The company will treat whistleblowers and others who cooperate with investigations fairly and protect them from retaliation.

6. Employees who engage in corruption will be subject to disciplinary action in accordance with the company's policies. They may also be subject to legal penalties.

7. All directors, executives, and employees are responsible for complying with the company's corporate governance and anti-corruption policies. The board of directors has delegated the responsibility for implementing the anti-corruption policy to the management team.

8. Directors, executives, and employees are prohibited from demanding or accepting any property or other benefits for themselves or others that could be seen as a bribe to influence or refrain from acting in the company's best interests.

9. Directors, executives, and employees are prohibited from giving or offering to give any property or other benefits to third parties to influence them to act or refrain from acting in a manner that is unlawful or contrary to their official duties.

10. Create a corporate culture that is based on honesty and fairness.

11. Provide training to employees to promote integrity and ethical conduct. Employees should be encouraged to follow the principles and values of the corporate governance policy in all their work.

12. Implement human resource management processes that reflect the company's commitment to anti-corruption. These processes should cover recruitment, training, performance appraisal, compensation, and promotion.

13. Establish procurement and payment procedures that define the limits of authority for approval, the purpose of transactions, and the recipients. These procedures should require clear supporting documentation and appropriate levels of approval.

14. Implement an internal audit function to ensure that the company's internal control system is effective in achieving its objectives. The internal audit function should also review the performance of all departments to ensure that they are in compliance with regulations and identify any weaknesses or areas for improvement.

15. Cooperate with government authorities in requiring all relevant departments that interact with the government to disclose income and expenditure statements to the National Anti-Corruption Commission (NACC).

16. Designate the company secretary, internal auditor, or another person as appropriate, to be responsible for corporate governance.

ALLIANCE INNOVATIVE SUSTAINABILITY

ASIAN PALM OIL Public company limited

Asian Palm Oil Public Company Limited

99 Moo 2 Ao Luek Tai, Ao Luek, Krabi 81110

Location of Asian PaLm Oil

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