Practice 6         Strengthen Effective Risk Management and Internal Control

            Board of Director has realized on roles and responsibilities and has guideline for practice in operations as follow:

1. Overseeing company to have efficiently internal control system as Audit Committee and inspection office has importance roles In the matter of financial reports that are complete        internal control system and appropriate and effective inspection system

2. Overseeing company to have appropriate risk management system by establishing a clear policy for each year and assigned to risk management committee to consider, specifies risk, assess and chance of being happen in order to prioritize risks and manage appropriate risks


            Incidentally in year 2020 the company has monitored and managed the conflicts of interest that may occur between company and management including the prevention of undue use And transactions with persons who have a relationship with the company The important summary can be summarized as follows


1.         Company crimination record of Directors and Executives

            In the past and year 2020 the company has no prohibits characteristics follows PUBLIC COMPANY LIMITED ACT B.E.2535 and Securities and Exchange ACT B.E 2535 and other      related laws such as does not submit financial statements as scheduled, no transaction that  provides financial assistance to companies other than subsidiaries, no negative reputation due to failure of operation from Board of Directors, subcommittee, no case in which the non-executive director resigned due to corporate governance of the company. Apart from this, the  company do not have any case related o violation of labor laws, employment, competition law or being carried out in any way due to the fact that the company did not announce important          information within the time specified by the government agency


            Incidentally, Board of Directors and Executives of company, subsidiaries and affiliated – no actions that are contrary to regulations whether it be PUBLIC COMPANY LIMITED ACT    B.E.2535 or other laws both civil and criminal laws which includes including there is no action that causes a conflict of interest

            -   No actions are taken to trade securities using internal information

            -   No fraud committed or ethical offenses


2.         Determination of the securities of company

The company does prohibit directors, executives and staff which currently in that department  acknowledge inside information related to trading on securities during the past 1 month before disclosure of financial statement to publicize. Apart from this, set director and executives (includes spouse and Child (immature)) to report on shareholding if publicly trade company’s shares to Securities and Exchange Commission within 3 business day which counting from changes date and send copy to corporate secretary thus it is a duty to act and perform as required. Moreover, includes directors and executives when first re-instated needs to report   shareholding of company to Securities and Exchange Commission.


Corporate Secretary has preparing meeting date of Board of Directors (whole year) and send it to directors in advance to acknowledge when should refrain from trading.


The company has practice policies with Directors and senior management in case there are determinations of company’s securities- need to acknowledge Directors and/or Corporate Secretary 1 day before trading securities


Year 2019, directors, executives and staffs have determined in accordance with policies and shown that no trading securities during those time.


By this, shareholding of directors which includes the shareholding of the spouse Underage children and the first 4 executives as at December 31, 2020  as percentage of 5.01 percent of total shares sold as summarized in annual report in title of “Shareholding Structure and Management” and Form 56-1 in title “8. Management Structure”


3.         Stakeholders reporting of Directors and Executives

            In accordance to clause 89/14 Securities and Exchange Act (No.4) B.E. 2551 (2008) Notification of Capital Market Supervisory Board TorChor 2/2552 RE: Reporting of interests of Directors, Executives and Related Person stipulating that directors and executives shall report their interests or those of their related persons to the company so have complied with the          policy on reporting of interests thus Executive Meeting No.5-2009 held on June 9, 2009 has stipulate the rules, conditions and procedures as follows

1. Stakeholders as Directors and Executives reports report on his interest or a related interest of person in relation to management of company in form of report of interest of Directors

    and Executives within 30 days counting from the date of appointed.

2. Unless any changes in report of interest then need to send to corporate secretary within 15 days counting from the date of changes

3.  Report of interest of Directors and Executives every year within 30 days counting from end of year although there aren’t any changes.


            In year 2020, all Directors and Executives have reported conflict of interest as follows the regulation strictly.


4.         Securities Trading Supervision

            The company taking care of securities trading in accordance to announcement of Capital Market Supervisory Board RE: Acquisition or Disposition of assets by making said transaction stakeholders do not take part in the decision making in order to be transparent and fair


            Year 2019, company and subsidiaries has transaction to acquire or dispose of assets with other person which the company has complied with rules of Stock Exchange of Thailand and Securities and Exchange Commission


5.         Conflict of Interest

            Board of Directors has clear guideline for care, eliminate conflict of interest for best benefit of company and shareholders thus when there are transaction related to conflict of interest then    company has notify and disclose resolution of the meeting regarding said transaction in accordance to rule of Stock Exchange of Thailand thus any stakeholders will leave the room and no right to vote in those agenda for independence in decision making, disclosed information transparently and no provide financial assistance that is not subsidiary company (as appears in Form 56-1 subtitle “12. Related Transaction”)


            Related Transaction will be consider from Board of Directors meeting as suitability of transaction and the Audit Committee will approve the disclosure of information in Form 56-1          and annual report


6.         Preventing from Conflict of Interest

            The company has clear and transparently shareholding structure therefore does not cause any conflict of interest to either party as disclosed in annual report and including completed holding of securities of the board of directors and executives


            Related transactions are done with care, sensible, taking best interest of company into account by set price in accordance to market price with normal business practices and fair         trade conditions as if entering into transactions with third parties by establishing a transparent operating system for the said matter transparently and practice in accordance to rules of         Stock Exchange of Thailand thus establishing it as policies of corporate governance and  determine in Code of Conduct as treat company and shareholders


         The company has disclosed information in order for equal right of receives information such as Related Transaction, the company has follows announcement from Securities and Exchange Commission RE: Disclosure of information and other acts of listed companies concerning the connected transaction. In case connected transaction which required to be disclose or approve from shareholders, the company has follows provision of Stock Exchange of Thailand and Securities and Exchange Commission. Moreover, before the transaction company has disclosed details and reason of doing this transaction to shareholders all times.


             Directors who seem as connected person will not attend the meeting and have no right to vote in the meeting to Board of Directors whom is not entering connected transaction may have fully comments and vote independently. The company secretary will announce the person who entering connected transaction need to leave the room. After the meeting adjourned disclose name, relationship of who entering connected transaction, price set, transaction value and any opinion differ (if any) to The Stock Exchange of Thailand by schedule of time and disclose in company website which can be check.


            In year 2020, transaction related financial assistant to subsidiary company thus the company       has policies on controlling this related transaction and limited financial assistance to other companies which is not oppose rules from Stock Exchange of Thailand and Securities and Exchange Commission also follows normal trading of year 2020 moreover, as mentioned    conditions are disclosed in annual report and Form 56-1


7.         Internal Control System and Internal Audit

-       Internal Control System

                 The Board of Directors realizes the importance and provides internal control system for operation in term of Financial follows the policies and rules by appointed Internal Audit to be responsible for checking the operation system of internal control as planned to report Audit Committee and Board of Directors. Moreover, they are independently to perform their duties. There are 5 sections by following approach of COSO (The Committee of Sponsoring Organizations of the Tread way Commission) as organization and Environmental, Risk Management, control practice of management, Information and Communication and monitoring system every year at least 1.


               In Board of Directors meeting No.1-2020 held on February 28, 2020 by Audit Committee has attended this meeting as considered adequacy of company internal control system follows COSO (The Committee of Sponsoring Organization of the Tread way Commission) with the conclusion of The Company has adequate and effectiveness in term of internal control system which shown in Annual Report in the title of “Internal Control and Risk Management” and Form 56-1 “No.11 Internal Control”


-            Internal Audit

                The Board of Directors has assigned Audit Committee to reviews on company to have adequate internal control system for business operation with the effectiveness and report to Board of Directors and Shareholders. By this, the company has provide a separate internal audit unit as part of company’s organization chart and this department is directly under Audit Committee as assigned Mr. Khomwuthi  Pornnaradol (Secretary of Audit Committee) whom holds the position of Director (Internal Audit). In addition Mr. Khomwuthi Pornnaradol and his quality team work will review, assess adequacy, effectiveness of internal control system which has standard check and sufficient independence thus give suggestion for improvement to achieve value added to organization and support corporate governance process


              Year 2020; Audit Committee has completely performed assigned duties from Board of Directors; there is an internal audit help to support those mission to achieve goals (internal auditor) is who has appropriate qualifications to perform the duties. As the results of assessment from internal control system that needs to be corrected including appropriate suggestion as management deems necessary for business operation thus propose to Board of Director in order to be in consideration quarterly.


              Internal Audit will report the assessment and review internal audit control to Board of Director quarterly and year 2020 there are 5 times meeting for Audit committee and report to Board of Director quarterly. By this, Audit Committee has report and comments on internal audit control system and risk management are shown in Annual Report in the title of “Corporate Governance Report from Audit Committee” 


8.         Risk Management

            Board of Directors has set the policies on risk management in the whole organization by appointed Risk Management Committee by Independent Director whom is not Executives and report risk management to Board of Directors. In case when there is significant risk issues or unusual transaction then will take into consideration for level and size of damage as occur as organization can accepted by taking goals of organization into account


9.         Supports responsibilities to social, environmental and human right

        Board of Directors are aware of importance of social and environment responsibility while conducting business by participating in the improvement of the quality of life of communities around the factory, respect human rights, fair use of labor, create sustainable communities    and factories together


            Apart from internal control and risk management system there are importance roles that   directors need to supervise which are anti-corruption, process and supervision of stakeholder complaints, supervising and managing potential conflicts of interest between company, management and Board of Directors as follows:


Policies on Good Corporate Governance

            The Board of Directors realizes on good corporate governance by setting policies which

are consists of 4 parts such as Corporate Governance, Business Ethics, Employee Ethics and Anti-Corruption Policies for directors,  executives including every employees within company use as guidelines for the behavior of everyone in the organization; in carrying out the duties of the company with good conscience To strengthen the organization to have a good management system Transparency in business operations, causing confidence among shareholders and normal investors, create stability for business and create returns that are beneficial to shareholders, stakeholders and overall sociality, build stability for employees by constantly revising to suitable situation together with public through company website


The company has support directors, executive including executive to understand and practice according to business ethic and code of conduct by Board of Director to be used as good example for employees. Apart from this; in the orientation for directors and new employees is provide guideline and everyone need to signed in order to demonstrate as commitment to be guideline for practical in workplace


The company has Audit Committee and internal audit to check, follow the manual which is designated as an annual plan then report to Audit Committee to acknowledge together with suggestion and guidelines for correcting and preventing damage on a quarterly basis


Policies and practices regarding anti-corruption and corruption and giving or receiving bribes

            The company and subsidiaries has policies to comply with Anti-Corruption law by “Anti-Corruption and Corruption Policy” Practical in “Code of Conduct” while also creating awareness attitude to Directors, Executives and employees in the operation with honesty


            The company and subsidiaries has policies on resist giving and receiving bribes as well as any kind of corruption by forbidden Directors, Executives and employees accept or support any corruption either directly or indirectly thus need to practices in accordance to rules, announce laws and related regulations


            In a meeting of Board of Private Sector Collective Action Coalition Against Corruption Council :CAC) No.4-2018 and on February 4, 2019 resolved Capital Engineering Network Public Company Limited certified as a member of Thailand’s private sector – Collective Action Coalition Against Corruption Council