Corporate Governance Policy

Corporate Governance Policy

Grammy has a solid intention to operate the business under the Corporate Governance Principle of the SEC and the SET, and suggestions from the Thai Institute of Director Association (IOD) according to the Corporate Governance Assessment Report. These principles and recommendations support the operation of the listed company to develop its management system to be effective and fair. By increasing the confidence of shareholders and stakeholders and forming a solid ground for the Company effective development, it shall maximize the most benefit, which leads to the Company’s sustainable development competitiveness.

Overview on CG Policy and Guidelines

The Board of Directors determined to make a good example in following corporate governance and business ethics into the Company’s culture incorporated with the Company’s vision, mission, strategy, and goal. The Board of Directors adheres to a business operation per the business ethics and corporate governance and responsibility toward society, community, environment, and all stakeholders. The Board of Directors is firmly confident that the business operation according to the corporate governance shall create fairness, transparency, and accountability, which produce long-term value for shareholders, including increasing confidence to shareholders, investors, and all stakeholders. This business management shall lead to business prosperity, sustainably increase the Company’s competitiveness, promote development participation, and support education, sport, community, and environment.

The Board of Directors has always emphasized the importance of corporate governance by publishing the first Corporate Governance and Business Ethics Principle and Code of Conduct (portable edition) in 2005 and circulating to all directors, executives, and employees to acknowledge and adhere. The corporate governance and business ethics principle shall be revised and updated at least once a year to be in line with laws, good practice, business operation, economic and social environment that consistently changes. Moreover, the Company tends to strengthen its corporate governance policy to meet international standards and conform to the SEC’s Corporate Governance Code for Listed Companies (CG Code) 2017, the SET rules, suggestions from the IOD’s Corporate Governance Assessment Report, and other regulatory organizations’ rules. The current edition, namely “the Corporate Governance and Business Ethics Manual” or “the CG Manual,” is the revised edition No. 7/2019.

The Company’s Corporate Governance and Business Ethics Committee is responsible for monitoring and supervising the performance of the Company’s Board of Directors and the Management Department to be harmonious with the Company’s Corporate Governance and Business Ethics Policy. The Corporate Governance and Business Ethics Committee is also responsible for reviewing the Company’s CG Manual to conform with the CG Code and annually presenting to the Board of Directors’ approval. If any principles of the CG Code that have not yet been defined in the Company’s policy or implemented, the Board of Directors shall always specify reasons and substitute measures (if any) in the Board of Directors’ resolutions.

The corporate governance policy of the Company as stipulated in the Corporate Governance and Business Ethics Manual can be concluded as follows:

  1. The Board of Directors, executives and employees adhere to performing in compliance with the laws and applying corporate governance principles to business operations by integrating with the vision, mission, strategy, and long-term goal of the organization, as well as enhancing the organization to have an efficient administration system, which will help boost the confidence of shareholders, investors, and all stakeholders.
  2. The Board of Directors respects the rights of shareholders, treats all shareholders equally and facilitates the shareholders to exercise their rights in various matters.
  3. The Board of Directors promotes enhancing good relationships and cooperation between the Company and all stakeholders and sets an appropriate communication channel.
  4. The Board of Directors sets policy and code of ethics of the Company to be guidelines for all stakeholders such as shareholders, customers and consumers, competitors, trade partners, creditors, employees, the community, the environment and the society.
  5. The Board of Directors takes the role of determining vision and mission and approving guidelines for setting of business strategies, policies, plans, and budgets, as well as monitoring and supervising the management to take actions according to the policies established efficiently and effectively, to maximize business value and shareholder wealth.
  6. The Board of Directors institutes the organization structure with clear delegation of duties and responsibilities of the Board of Directors, Sub-Committees, Group Chief Executive Officer, and Chief Executive Officers in each business line. It puts in place appropriate and sufficient internal control and audit system, risk management system, prevention of conflicts of interest, and use of insider information.
  7. The Board of Directors monitors and ensures that the preparation of financial statements and information of the Company is in accordance with the generally accepted accounting standards, disclosure of the information is sufficient and reliable and the Company has a capable and independent auditor.
  8. The Board of Directors ensures that the Company communicates and discloses important financial or non-financial information relating to the Company sufficiently, accurately, completely, reliably, transparently, thoroughly, and in a timely manner through various channels and the Investor Relations Department, which can be accessed conveniently and equitably.
  9. The Board of Directors may appoint Board committees as deemed appropriate to help screen important matters and report operating results to the Board of Directors’ Meeting regularly, and report operating results to the shareholders in the Company’s annual report.
  10. The Board of Directors arranges to have an annual self-assessment of the Board of Directors and Sub-committees such as the Audit Committee, the Corporate Governance and Ethics Committee, the Risk Management Committee for use as a framework in evaluation of their performance in the previous year, so that rectification and improvement can be made to increase efficiency and the self-assessment results will be reported to the Board meeting for acknowledgement.
  11. The Board of Directors puts an appropriate, transparent, and fair recruitment system for all crucial management positions.
  12. The Board of Directors has an important role in arranging for the written Corporate Governance and Business Ethics Manual so that all directors, executives and employees acknowledge, understand and abide by corporate governance and business ethics in a strict manner and establish compliance monitoring measures thereon.

To ensure the implementation of business ethics and code of conduct, the Company has stipulated that the directors, the management and all employees acknowledge, understand and strictly comply with policies and procedures set forth in the Corporate Governance and Business Ethics Manual, executives at all levels in the organization have to be responsible for and treat this matter with great importance so that their subordinates will follow suit in a rigorous manner.

In addition, the Board of Directors has a policy to encourage the dissemination of corporate governance culture in various forms for awareness at all levels and for translation into practice by preparing and disseminating the Corporate Governance and Business Ethics Manual through several channels such as E-mail, the GRAMMY Group’s Intranet, the Company’s website and training the basic of corporate governance to new employees. Directors, executives and employees will accordingly be aware of and abide by the principles of corporate governance and business ethics in performing their duties with accountability, transparency, integrity, prudence and ethics towards oneself, the organization, the shareholders and other stakeholders. Activities are to be held to enhance knowledge, understanding and conscience in performing duties responsibly, cautiously and honestly under the corporate governance principles and business ethics of the Company.

Further details related to Grammy Group’s the Corporate Governance and Business Ethics Manual can be studied in the links below:

https://grammy.listedcompany.com/misc/cg-e-book/20220203-gmm-cg-manual-en.pdf