Article 4: Disclosure and Transparency
Corporate Governance Principles
Article 4: Disclosure and Transparency
1. Disclosure Information of Board of Directors and Executive Management Remuneration Fee and Shareholding |
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Information of Board of Directors and Executive Management remuneration fee and shareholding be reported in the annual registration statement (Form 56-1), annual report (Form 56-2) information and also published at the Company's website. |
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Executives shall be responsible for reporting ownership in securities each time they are acquired and disposed to the Office of Securities and Exchange Commission according to Section 59 of the Securities and Exchange Act. The Company will sent a letter asking for cooperation in the refrain from buying, selling, or transferring of shares and securities in advance of at least 1 month before the end of the accounting period in each quarter. In addition, Company's directors and executives must report their change of interests to the Company in every quarter and the information must be updated every year. The information will be used only within the Company in compliance with the announcement of the Capital Market Commission Tor Jor 2/2552 on the report of the interests of directors, executives, and persons involved.
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2. Disclosure Information of the CompanyThe Company shall disclose information on material matters regarding the Company, including financial reports, non-financial information and other information as stipulated by SET and SEC that are accurate, clear, complete, easy to understand, transparent, adequate, reliable and timely, and which have been screened according to prescribed procedures. Governance policies and structure shall also be reported in the annual registration statement (Form 56-1), annual report (Form 56-2), and at the corporate website in Thai and English to ensure equitable access by shareholders. The Company shall further report on the responsibilities of the Board of Directors for the financial statements which appear together with the report of the independent auditors in the annual report. Besides, the Company establishes the internal control policy within each department or section to prevent confidential information from being disclosed to the public prior to formal announcement. Employees must not apply the Company's confidential information for personal or others' gains. They should maintain inside information and sensitive documents that could lead to undue exploitation for them, their families, or their associates, including any information influencing stock prices and the Company's proprietary commercial secrets, formulae, and inventions. Those who disclose important information and news to outsiders without approval from the Chief Executive Officer shall be subject to disciplinary action according to Company procedures and may face legal action. |
3. Investor RelationsThe Company attaches great importance to investor relations which is performed duties with utmost responsibility, integrity, and dedication on disclosure of correct, reliable and adequate Company information to investors, analysts and other related parties in a fair, transparent and comprehensive manner.The Company has set up the Investor Relations Department as a focal point in conducting proactive investor relations activities, according to best practices of leading international organizations, to promote effective communication channels with investors, analysts and other related parties. Opportunities are also provided for investors to raise questions and receive Company information through various channels, such as the Company's road shows and seminars are participated in with domestic and international investors; quarterly presentations for analyst meetings; report on the operations of Investor Relations to the Board of Directors at least once a year; publish the results of the operation in webcast on the Company's website; provide shareholders and institutional investors to visit the refinery and meet business executives in order to generate understandings in the business of the Company; as well as to participate in annual exhibition organized by SET in providing educate and promoting knowledge to investors in SET in the City and Money Expo. All of which facilitate prompt communication to clarify and respond to investor queries via the following channels:
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4. Polices and Practices of Non-Infringement of Intellectual Properties and Copyrights
Thaioil established the “Code of Conduct: Intellectual Properties”, in which it requires all Thaioil and Subsidiaries’ employees must maintain commercial secrets, formulae, product process and sensitive business procedures by ensuring the safest storage and preventing leaks, while refraining from exploiting these for personal gains without the owners’ prior approval or without giving them due compensation. Thaioil also has the “Code of Conduct: Application of Information and Communication Technology”, which strictly prohibited the installation and the use of illegal computer software in workplace.