Corporate Governance

Investor Relations

Corporate
Governance

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The Board of Directors has established a Good Corporate Governance Manual covering comprehensive content on shareholder rights and equitable treatment of shareholders, information disclosure and transparency, qualifications, roles, duties, and responsibilities of the Board of Directors and sub-committees, internal control and audit systems, and the company's role toward stakeholders, including sustainable growth under social responsibility.

The company is committed to conducting business according to corporate governance principles and operating fairly with all stakeholder groups, ensuring transparent and auditable business operations. The company adheres to the Good Corporate Governance Principles for Listed Companies 2012 of the Stock Exchange of Thailand (SET), in conjunction with the Corporate Governance Code for Listed Companies 2017 (CG Code) of the Securities and Exchange Commission (SEC) to ensure appropriate implementation.

The Rights of
Shareholders

The Company recognizes and places importance on the fundamental rights of shareholders, whether they are major shareholders or minority shareholders, executive shareholders or non-executive shareholders, Thai or foreign shareholders, treating them fairly both as securities investors and company owners. These rights include the right to buy, sell, and transfer securities they hold, the right to receive profit sharing from the Company, the right to receive adequate information, various rights in shareholder meetings, the right to express opinions, the right to determine the Company's business direction, and the right to participate in decisions on matters that significantly impact the Company, such as dividend allocation, appointment or removal of directors, appointment of auditors, approval of important transactions affecting the Company's business direction, including amendments to the Company's memorandum of association and articles of association.

The Company has a mission to promote and facilitate shareholders' exercise of rights as follows:

1. Scheduling Shareholder Meetings

The Company schedules an Annual General Meeting once a year within 4 months from the end of the Company's fiscal year. In cases where urgent matters need to be proposed as special agenda items that affect or relate to shareholders' interests or involve conditions, regulations, or applicable laws requiring shareholder approval, the Company will convene an Extraordinary General Meeting. Shareholders holding shares individually or collectively representing at least ten percent of all issued shares may jointly request in writing that the Board of Directors convene an Extraordinary General Meeting. The written request must clearly specify the matters and reasons for requesting the meeting. Upon receiving such request, the Board must arrange a shareholder meeting within forty-five days from the date of receiving the written request from shareholders. For shareholder meetings, the Company will use convenient locations with attached maps showing the meeting venue in the meeting invitation, select appropriate dates and times, and allocate sufficient meeting time in accordance with the policy to facilitate shareholders.

2. Advance Meeting Notifications

The Company prepares meeting invitations in both Thai and English (if applicable) and discloses them to investors in advance before the meeting through the Stock Exchange of Thailand's information dissemination channels and on the Company's website to allow shareholders sufficient time to study meeting materials in advance. Thailand Securities Depository Co., Ltd., which serves as the Company's securities registrar, will send meeting invitations along with meeting materials for various agenda items to shareholders at least 7 days before the meeting date, or other periods as specified by relevant laws or regulations. The details appearing on the website and in documents sent to shareholders are identical. Each meeting agenda will clearly specify whether the matter is proposed for acknowledgment or approval, including the Board's opinion on such matters and sufficient supporting meeting materials. Additionally, the Company publishes meeting notification announcements in newspapers for 3 consecutive days, with such announcements made at least 3 days before the meeting date.

3. Meeting Attendance

The Company provides staff to verify documents of shareholders or proxies entitled to attend meetings according to the details regarding documents or evidence of shareholding or proxy authorization specified in the meeting invitation to protect shareholders' rights and equality. Shareholders can register for meetings sufficiently in advance, and to facilitate shareholders, the Company uses computer systems for registration and prints voting cards for each agenda item for shareholders, resulting in fast and accurate registration. For shareholders who cannot attend meetings personally and wish to authorize others or independent directors to attend on their behalf, the Company proposes more than one independent director with profiles for shareholders' consideration in proxy authorization, allowing shareholders to specify voting directions in the proxy form.

4. Providing Opportunities for Shareholders to Ask Questions and Express Opinions

Before the meeting date, the Company provides opportunities for shareholders to submit questions about the Company and meeting agenda items for the Board and management to clarify during the meeting through fax and email to the Investor Relations unit in advance.

The Equitable Treatment
of Shareholders

The Company has established equitable treatment for all shareholders, whether they are major shareholders or minority shareholders, executive shareholders or non-executive shareholders, Thai or foreign shareholders, with details as follows:

1. Providing Opportunities for Shareholders to Propose Agenda Items for Annual General Meetings and Nominate Candidates for Director Election

The Company will facilitate minority shareholders to propose matters they consider important and should be included as agenda items in the Annual General Meeting, and nominate qualified individuals with appropriate knowledge, abilities, and qualifications as directors to the Company within appropriate and sufficient timeframes in advance of the meeting, according to the format and procedures established by the Company. The Company will disseminate such format and procedures through the Company's website. For meeting agenda items, the Board will consider the appropriateness of including them as agenda items in the Annual General Meeting invitation. For proposals regarding candidates for director election consideration, the Nomination and Remuneration Committee will review and propose to the Board for consideration and recommendation to shareholders at the Annual General Meeting. For matters not approved by the Board and/or Nomination and Remuneration Committee, the Company will notify shareholders with explanations at the Annual General Meeting, on the Company's website, or through other appropriate information dissemination channels.

2. Conducting Shareholder Meetings and Voting

The Company will provide equal opportunities to all shareholders. Before the meeting begins, the Chairman will introduce the Company's directors, executives, and auditors who serve as moderators for the meeting's acknowledgment, and explain voting procedures and vote counting methods for shareholders who must vote on each agenda item. Shareholders attending in person or having representatives attend through proxy authorization have the right to one vote per share. For voting, the Company uses voting cards for all agenda items, including director election agenda items, for transparency, auditability, and to ensure the most equitable treatment of shareholders. Before considering various agenda items, the number or proportion of shareholders or proxies attending the meeting will be announced, and opportunities will be provided for all attending shareholders and proxies to express opinions, suggestions, and ask questions on each agenda item using appropriate and sufficient time. The Chairman and directors will then answer questions clearly, directly, and give importance to every question before allowing the meeting to vote on each agenda item. For director election agenda items, the Chairman will conduct individual voting for each candidate. The Chairman will conduct the meeting according to the predetermined agenda and will not allow management to add meeting agenda items not previously notified to shareholders unless necessary, especially important agenda items requiring shareholders to study information before making decisions. The Company collects voting cards from all shareholders for all voted agenda items and conducts vote counting using a fast and accurate Barcode system. During the meeting, the Company announces vote counting results to shareholders for each agenda item, breaking down votes into agree, disagree, abstain, and void ballots. The Company records meeting resolutions according to voting results for each agenda item in writing, stores all voting cards for verification purposes, and arranges for independent personnel to assist in vote counting for each agenda item.

3. Conflict of Interest Guidelines for Meetings

The Company requires directors to report their interests in any meeting agenda items at least before consideration of related agenda items in Board meetings and record such interests in Board meeting minutes. Directors with significant conflicts of interest that would prevent them from providing independent opinions on related agenda items are prohibited from participating in meetings for such agenda items.

4. Shareholder Meeting Results

The Company will announce shareholder meeting resolutions through the Stock Exchange of Thailand's information disclosure channels immediately on the meeting day or before the morning trading session of the next business day to inform investors generally. The Company prepares comprehensive meeting minutes recording important explanations, questions, opinions, and all meeting resolutions separated into agree, disagree, abstain, and void votes. The Company submits these to the Stock Exchange of Thailand and publishes such reports on the Company's website within 14 days from the shareholder meeting date, providing opportunities for shareholders to review and approve that the meeting minutes are recorded correctly and completely. If shareholders have any corrections or additions, they may notify the Company within the timeframe specified by the Company. The Company then stores meeting minutes at the Company's head office. Additionally, the Company arranges for video recording of shareholder meeting proceedings.

The Role of
Shareholders

1. Policies and Guidelines for Stakeholder Treatment

The Company is committed to creating fairness and giving importance to the rights of all stakeholder groups, whether internal stakeholders such as shareholders and employees, or external stakeholders such as business partners and customers. The Company recognizes that support and opinions from all stakeholder groups will benefit the Company's operations and business development. Therefore, the Company will comply with relevant laws and regulations to ensure that the rights of such stakeholders are well protected. Additionally, the Company considers the rights of all stakeholder groups according to the following guidelines:

Employees:

Employment The Company has an employment policy that emphasizes equality, without limitations or discrimination based on gender, race, religion, culture, or disability.

Compensation and Benefits The Company has a policy of fair compensation based on an equitable performance evaluation system, including career security and fair career advancement opportunities, and provides various employee benefits as required by law such as social security, and beyond legal requirements such as health insurance, accident insurance, various types of financial assistance, etc.

Employee Development The Company emphasizes the continuous development of employees' skills, knowledge, abilities, and potential through training, seminars, and practice, coupled with providing opportunities for comprehensive and continuous learning and development of employees' knowledge and abilities to their full potential, and creating incentives for highly knowledgeable and capable employees to remain with the Company for further organizational development. The Company also emphasizes internal promotion and performance evaluation, which are important factors for stable and strong business growth. Annual refresher training has been established for employees at all levels on good corporate governance, anti-corruption, business ethics, and work code of conduct to instill in all employees strict compliance with relevant laws and regulations.

Employee Care for Quality of Life and Work Safety The Company provides health, safety, and good working environment benefits by establishing environmental, occupational health, and safety policies, focusing on preventing work-related accidents, enhancing employees' safety awareness, and providing training to promote good employee health.

Fair Labor Treatment The Company establishes a welfare committee in the workplace to act as employee representatives for consultation, advice, and recommendations to employers regarding employee welfare arrangements, inspection, control, and oversight of beneficial welfare arrangements for employees.

Customers: The Company is responsible to customers by maintaining product and service quality and standards, including product safety throughout the production process with international certification standards to meet customer expectations and listen to customer feedback to analyze and determine customer needs and expectations, competitive conditions, technology, customer behavior trends, and future customer needs. This is considered together with other information including government policies, regulations, technological innovations, financial and economic data to design products and services that comprehensively and extensively respond to customer needs and expectations both currently and in the future, focusing on creating long-term customer satisfaction. Additionally, the Company has customer satisfaction evaluation and development systems, considering direct customer purchasing behavior to ensure survey results reflect current operations and increase opportunities for clearer future business expansion.

The Company also provides after-sales service throughout the product and service lifecycle, provides accurate information about the Company's products and services, and establishes channels for customers to report problems or inappropriate services so the Company can quickly prevent and resolve issues related to the Company's products and services. The Company requires responses to all customers after problem resolution is completed, inquiring about satisfaction with the Company's problem-solving along with notification of long-term problem-solving plans to create customer confidence and continue using the Company's products and services in the future. Additionally, the Company emphasizes maintaining customer confidentiality and not using customer secrets for improper benefits, storing customer personal data in compliance with the Personal Data Protection Act B.E. 2562.

Business Partners: The Company has a fair partner selection process under the Company's partner evaluation and selection criteria, where partners compete on equal, transparent information. Additionally, the Company prepares appropriate and fair contract forms or agreements for all contracting parties and establishes monitoring systems to ensure partners respect human rights and treat their labor fairly, are responsible to society and the environment, fully comply with contract or agreement conditions, and prevent corruption and misconduct at all stages of the procurement process. The Company purchases goods from partners according to commercial conditions and strictly complies with partner contracts. Additionally, the Company has activities to promote partner potential and capabilities, which benefit both the Company's and partners' businesses.

Creditors: The Company will strictly comply with various conditions under contracts and obligations to creditors, including guarantee conditions, capital management, principal repayment, non-default on debt payments, interest, and maintenance of various collateral under related contracts agreed upon with creditors. The Company must fully repay loans and interest to lenders of all types on schedule and strictly comply with loan conditions according to agreements, without using borrowed money contrary to borrowing purposes, and without using dishonest methods to conceal information or facts that would cause creditor damage. In cases where any condition cannot be met, creditors must be promptly notified in advance to jointly consider corrective approaches.

Competitors: The Company conducts itself within frameworks of fair and honest competition with ethics and within legal boundaries, supports and promotes free and fair competition policies, does not take advantage of competitors, does not seek confidential information through improper methods, refrains from attacking competitors or engaging in any monopolistic actions or reducing or limiting market competition, or actions that may negatively impact the packaging industry, and avoids requesting, receiving, and providing any dishonest commercial benefits.

Community and Society: The Company cares about and recognizes responsibility to society, environment, quality of life, and safety of people involved in the Company's operations, and promotes Company employees to have environmental and social awareness and responsibility, supports activities to develop community quality of life and enhance community welfare, uses resources and expertise efficiently and sustainably, and ensures strict compliance with relevant laws and regulations. Additionally, the Company continuously develops environmentally friendly products and raw materials.

Shareholders: The Company is committed to protecting fundamental rights and treating shareholders equitably. The Company will conduct business transparently and efficiently, striving to create good operating results and stable growth for maximum long-term and sustainable shareholder benefits, including transparent and reliable information disclosure to shareholders.

Government Agencies: The Company emphasizes government agencies as stakeholders by cooperating with government agencies both academically and in other activities.

Civil Society, Academics, Thought Leaders: The Company conducts business considering responsibility to society and all stakeholder groups by disclosing comprehensive, transparent, auditable business operation information and listening to opinions and suggestions from involved parties to find joint approaches for cooperation coordination for sustainable business operations alongside community and social development.

Additionally, stakeholders can inquire about details, file complaints, or report illegal activities, financial reporting inaccuracies, deficient internal control systems, or violations of the Company's business ethics through independent directors or the Company's audit committee. To further facilitate stakeholders, the Company provides various communication channels such as the Company website, telephone, or email, and establishes specific units for stakeholders to express opinions, complain, or propose other important matters to the Company efficiently. For example, the Investor Relations unit and Company Secretary are responsible for receiving opinions and various complaints from shareholders and investors, while management representatives and Human Resources are responsible for receiving opinions and grievances from employees. The Company has established clear procedures for handling complaints from shareholders, customers, employees, and other stakeholders to protect rights and privacy of complainants. Such complainants will receive protection and personal information will be kept confidential and accessible only to relevant persons. In cases of complaints alleging possible wrongdoing, an investigation committee will be established consisting of senior executives and representatives from departments without conflicts of interest in such matters to investigate and proceed according to the Company's disciplinary regulations and report to the Audit Committee and Board of Directors.

Complaint Channels The Company establishes complaint channels where complainants can file complaints through 6 channels as follows:

Channel 1: Personal complaints at head office TPBI Public Company Limited 42/174 Moo 5, Soi Sri Sathian Niwet, Rai Khing Subdistrict, Sam Phran District, Nakhon Pathom Province 73210

Channel 2: Written complaints sent to Company Secretary, TPBI Public Company Limited 42/174 Moo 5, Soi Sri Sathian Niwet, Rai Khing Subdistrict, Sam Phran District, Nakhon Pathom Province 73210

Channel 3: Telephone or fax complaints Telephone 0-2429-0354-7 ext. 501 or Fax 0-2429-0358

Channel 4: Complaints through Company website (www.tpbigroup.com)

Channel 5: Email complaints Audit Committee: ac@tpbigroup.com Investor Relations: ir@tpbigroup.com Company Secretary: company_secretary@tpbigroup.com

Channel 6: Opinion box for employees

2. Occupational Health and Safety Policy

The Company recognizes that safety and good health are fundamental rights that all employees should receive, and continuously emphasizes employee and stakeholder safety and occupational health. The Company therefore establishes occupational health and safety risk reduction policies as follows:

"Create, maintain, and seriously practice occupational health and safety awareness to reduce risks of illness and accidents for the health and quality of life of all personnel"

The Company continuously reviews and improves occupational health and safety operations, with implementation guidelines consistent with the Company's current operations, implementing them seriously and regularly, and communicating understanding to employees and Company stakeholders according to the following implementation guidelines:

  • All personnel comply with rules and regulations and must cooperate with the Company's occupational health and safety policies and activities
  • Comply with laws and occupational health and safety regulations related to all Company business processes
  • Prevent and reduce fire risks for employee and surrounding stakeholder safety
  • Support various resources for preventing and reducing risks of injury and illness from working with machinery and chemicals
  • Promote and support health care information for good health of all employees
  • Communicate and disseminate operational information and occupational health and safety policies to communities and stakeholders throughout the supply chain
  • Focus on instilling occupational health and safety awareness in personnel at all levels
  • Focus on reducing work-related injuries and deaths among employees by continuously controlling work risks
  • Commit to conducting activities, providing consultation, and worker participation including worker representatives

3. Environmental Policy

As the Company operates plastic packaging and other packaging industries business, it is committed to environmental conservation responsibility, including continuously reviewing and improving environmental operations, and reviewing implementation guidelines consistent with the Company's current operations by establishing environmental policies as follows:

"Green factory for better environment of community and stakeholders"

  • Environmental care in work is everyone's responsibility
  • Support various resources for improving energy conservation work and reducing waste from production processes to achieve targets
  • Control wastewater quality, noise, and air emissions outside the Company to meet established standards and properly manage waste according to legal requirements to prevent impacts on surrounding communities and Company stakeholders
  • Communicate and disseminate operational information and environmental policies to communities and stakeholders throughout the supply chain
  • Focus on instilling environmental awareness in personnel at all levels
  • Commit to conducting activities, providing consultation, and worker participation including worker representatives

4. Energy Conservation Policy

The Company has established energy conservation policies to guide energy operations and promote efficient and maximum beneficial energy use.

"Create habits, unite in development, worthwhile energy, seek measures, unite management and employees as one"

  • Use energy economically and worthily by creating values and awareness in energy use
  • Knowledgeable energy use must have planning and control for full efficiency and maximum benefit, reducing energy loss at every step through continuous monitoring and maintenance of electrical equipment to reduce energy leakage
  • Use alternative energy, especially natural energy such as solar energy, wind energy, water energy, etc.
  • Select high-efficiency tools and equipment such as Level 5 electrical appliances, energy-saving fluorescent bulbs
  • Increase fuel efficiency through structural changes to generate more energy from fuel
  • Recycle by repairing damaged materials for reuse, reducing unnecessary waste disposal, or recycling for new production
  • Beyond energy conservation, the Company also supports employees in using resources including water and chemicals cost-effectively according to targets, and continuously reviews and improves organizational resource use efficiency to suit business resource use scale and efficiently manage waste, maximizing waste utilization.

    5. Sustainable Development Guidelines

The Company conducts business fairly by adhering to responsibility toward all stakeholders for mutual sustainable benefit. Therefore, it has established a sustainable development framework covering economic, social, and environmental aspects under good corporate governance principles to achieve consistent operations across all businesses.

Disclosure and
Transparency

  1. The Board of Directors emphasizes the disclosure of accurate, complete, adequate, and transparent information in a timely manner, including both financial and general information, as well as other information that affects or may affect the Company's securities prices, all of which impact the decision-making process of investors and the Company's stakeholders. The Company will disclose such information in accordance with the criteria of the Securities and Exchange Commission and the Stock Exchange of Thailand.
  2. The Company will establish an Investor Relations unit to communicate with investors or shareholders. The Company will regularly hold meetings to analyze operating results and disseminate Company information, financial data, and general Company information to shareholders, securities analysts, investment credit rating institutions, and relevant government agencies through various channels, namely reporting to the Securities and Exchange Commission, the Stock Exchange of Thailand, and the Company's website under "Investor Relations" to enable interested parties to conveniently study information. Additionally, the Company emphasizes regular information disclosure in both Thai and English so shareholders receive regular updates through the Company's website. Information on the Company's website is always kept up-to-date, including vision, mission, financial statements, press releases, annual reports, Company structure and management, shareholding structure and major shareholders, meeting invitations, Company registration documents, various charters, etc. Various activities are also organized to disseminate and clarify information, including providing opportunities for activity participants to transparently inquire about information with senior management participation in clarifications.
  3. The Company emphasizes the Company's financial statements and financial information appearing in annual reports. The Audit Committee reviews the quality of financial reports and internal control systems, including adequate disclosure of important information in financial statement notes and reports to the Board of Directors, and arranges for Board responsibility reports for financial reports to be displayed alongside auditor reports in annual reports. Additionally, the Board supports the preparation of Management Discussion and Analysis to accompany financial statement disclosure in every quarter.
  4. The Company will disclose information about each director, roles and duties of the Chairman, Board of Directors, Company sub-committees, and Chief Executive Officer, number of meetings and meeting attendance in the past year, and opinions from performing duties, including continuous professional training and knowledge development in annual reports and the Company's annual information forms, including disclosure of remuneration policies, nature and details of director and senior executive compensation in the Company and subsidiaries (if any).
  5. The Company will disclose audit fees and other service fees provided by auditors.
  6. The Company will arrange for reports on compliance with corporate governance principles, business ethics, risk management, and social and environmental responsibility approved by the Board of Directors, summarizing compliance results with such principles, including cases where compliance is not possible along with reasons, reporting through various channels such as annual reports and the Company's website.
  7. The Company conducts business without infringing intellectual property, engaging in or seeking benefits from copyrighted works or intellectual property rights, except when the Company receives proper legal authorization from copyright owners. Information technology system usage policies are established and software program usage by employees is monitored to prevent copyright-infringing software use or work-unrelated activities.
  8. The Company carefully eliminates conflicts of interest with honesty, reason, and independence under good ethical frameworks for the benefit of the Company and Company shareholders as priorities. Those involved or connected with transactions under consideration must disclose information about their interests and related parties to the Company and must not participate in consideration or have approval authority for such transactions.
  9. The Company has policies for connected transactions and transactions with conflicts of interest consistent with laws and regulations of the Securities and Exchange Commission and the Stock Exchange of Thailand, and will disclose such transactions in annual information forms (Form 56-1) and annual reports.
  10. The Company establishes internal control systems for governance and internal control at both management and operational levels effectively, arranging for the Company's internal audit units and/or external units with internal control system expertise to assess internal control system adequacy and report results to the Audit Committee according to established audit plans. Such internal controls maintain operational flexibility, enabling employees to control, supervise, evaluate, and review work independently to reduce business risks and improper use of authority, preventing legal violations.
  11. The Company establishes supervision of risk management systems and processes to appropriately reduce impacts on the Company's business, establishing risk management policies and appointing a Risk Management Committee (reporting directly to the Audit Committee) to handle risk management. The Risk Management Working Group prepares annual organizational risk reports and risk management plans by collecting and analyzing risk data from various units, analyzing risks from both internal and external factors, assessing risk importance levels, impacts, and clearly defining control activities. Additionally, the Company assesses opportunities for various forms of fraud, including information technology risks as part of the Company's risk assessment, and regularly reports assessment results to the Audit Committee.
  12. The Company is committed to ensuring all directors, Chief Executive Officer, executives, and employees maintain standards of honesty and ethics, covering legal compliance, regulations, and conflicts of interest must be appropriately disclosed and managed, ensuring persons with material related interests do not participate in decision-making processes on such matters, including not allowing employees to receive or offer cash, valuable gifts, or other benefits that may be interpreted as receiving or giving bribes, and ethical issues must be managed efficiently and transparently.
  13. The Company has no policies regarding shareholding where two or more companies hold shares in each other for business clustering or creating group company structures, such as cross holding or pyramid holding.

Responsibilities of
the Board of Directors

Here's the English translation of the document content:

Board Structure and Sub-committees

The Board of Directors consists of individuals with diverse knowledge, abilities, skills, expertise, integrity, ability to provide independent opinions, and experience that can benefit the Company. They play important roles in setting policies and organizational overview, as well as important leadership roles in corporate governance, monitoring, and evaluating the Company's operations according to established plans. The Board has diversity (Board Diversity) with skills aligned with the Company's business strategy through the preparation of a Board Skills Matrix.

The Board consists of no more than 12 members, comprising executive directors and non-executive directors, with at least 3 independent directors, representing at least one-third of the total Board members to ensure appropriate balance in consideration and voting on various matters. The Board serves terms not exceeding 3 years as required by relevant laws, and independent directors serve continuous terms not exceeding 9 years from their first appointment as independent directors. Reappointment of existing independent directors requires reasonable Board consideration. Directors and executives may serve as directors or executives of affiliated companies or other companies, subject to regulations of the Securities and Exchange Commission, the Stock Exchange of Thailand, and relevant agencies. Each director may serve on boards of no more than 5 listed companies for effective performance.

The Chairman is not a senior executive and maintains status as an independent and non-executive director to ensure appropriate checks and balances between the Board and management. The Chairman is not a member of sub-committees to allow such sub-committees to present ideas independently. The Board clearly separates roles and responsibilities from management for power balance and to prevent any individual from having absolute decision-making authority.

The Company has appointed a Company Secretary to handle Board and shareholder meetings, support Board work by providing legal and regulatory advice related to Board duties, and coordinate implementation of Board resolutions. Additionally, to enhance efficiency and support specific Board functions for maximum corporate governance achievement and maintain high operational standards.

Roles, Duties, and Responsibilities of the Board

The Board is responsible to shareholders regarding the Company's business operations and has duties to establish policies and operational directions, as well as supervise management according to goals and guidelines for long-term shareholder benefits under legal frameworks and business ethics, while considering all stakeholder interests.

Report of Changes in Securities Holding of Directors and Executives

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