2. Equal Treatment of Shareholders

In convening shareholders’ Meeting, the Company has a policy to equally treat shareholders as follows:

• The Company shall serve a meeting notice on every shareholder not less than 14 days prior to the date of the Meeting, and shall also disseminate the information on date, time, place, and agenda on the website of the Company
• The Company shall advertise and invite the shareholders to attend the Meeting of Shareholders in newspapers not less than 3 consecutive days prior to the date of the Meeting.
• The Company shall accommodate all shareholders in registering for attending the Meeting via registration aid computer system for the most convenient and swiftness of the shareholders.
• The Company shall convene the Meeting of Shareholders on the date, time, and at the place which are convenient for the shareholders to attend and shall not have a sudden change in the venue of the Meeting to the extent that the shareholders cannot attend.
• The Board of Directors shall allow the shareholders to use the proxies in the form which the shareholders can determine the voting direction and shall nominate at least one Independent Director as an alternative in giving their proxies.
• The Company Secretary shall notify the shareholders of the rules and regulations used in the Meeting, voting procedures, and total shares held by the participants prior to commencement of the Meeting.
• Each share shall have equal right and vote. The shareholder shall have the rights to vote according to the shares held.
• The Meeting Chairperson shall conduct the Meeting per the agenda stipulated in the meeting notice.
• The Meeting Chairperson shall give opportunities to the shareholders to ask questions in association with each agenda.
• The Board of Directors shall use the voting ballots in every important agenda and/or that in which the shareholders have different opinions.
• Every shareholder attending the Meeting can exercise the right to vote in every case, whether it is an affirmative vote, a negative vote, or an abstention.

3. Duties to Stakeholders

The Board of Directors has policies to oversee and keep the rights of every group of stakeholders as prescribed by laws, whether they are shareholders, customers, creditors, trading partners, independent auditors, management, employees, public sector, society, and other concerned agencies, to give them confidence that their rights shall be equally protected and treated, for instance :

• Duties to Shareholders : The Company will act as a good agent of shareholders in business operations bringing maximize satisfaction to the shareholders, by taking into consideration the sustainable growth of the Company value, including disclosing the information in the transparent and reliable manners.
• Duties to Customers : The Company will create maximize satisfaction to the customers, by paying attention to the services and being responsible for the products’ qualities and prices, including clearly and fairly conducting the business with every customer.
• Duties to Creditors : The Company will adhere to the conditions and terms as set forth in the loan agreement or trade contract made with every financial creditor or trade creditor and will fairly treat the creditors as if they were the Company’s trading partners.
• Duties to Competitors : The Company has policy to treat its competitors under the framework of laws related to competition practices. The guidelines for treating competitors are as follows: Operating business under the good practices of competition, seeking no confidential information of competitors in a dishonest way, and with not intentionally destroy reputation of competitors with groundless slander.
• Duties to Employees : The Company will oversee its employees to develop themselves so that they will be able to work more efficiently, including encouraging them to have morality and ethics to work honestly. The Company will equally and fairly treat every employee and provide suitable remuneration.
• Duties to Society and Environment :The Company is aware of the Company and its employees’ responsibilities to society and environment. As employees and the Company are parts of the society, they have their duties to provide peace and orderliness to the society, particularly rendering assistance to the needy or to the people who are economically and socially disadvantaged insofar as practicable. For environment, the products sold by the Company are fuel oils which may easily have negative impact on environment and may cause serious peril to the communities and environments; hence, the Company sets out a policy to designate the staff concerned to such matters to strictly perform their duties under the official rules and regulations.

4. Information Disclosure and Transparency Information Disclosure

การเปิดเผยข้อมูล

• The Board of Directors assigned the Management to correctly and completely disclose all information required under the rules and regulations of The Stock Exchange of Thailand and the Securities and Exchange Commission, both in Thai and in English languages, via the information dissemination channels and media of The Stock Exchange of Thailand and on the website of the Company
• Only the persons designated by the Board of Directors or the top Management shall disclose information to shareholders, investors, securities analysts, mass media, or regulatory entities.
• The information which shall be disclosed by the Company on a regular basis are as follows :
  • - General information and nature of business operations.
  • - Financial statements and the results of operations of the Company, including analytical results.
  • - Name list and shareholding proportion of major shareholders and the Management.
  • - Business risk factor.
  • - Overall Directors and Management remuneration.
  • - Directors’ qualifications.
  • - Transactions with connected persons.
• The Board of Directors requires that financial statements or financial information be prepared to show the financial positions and the results of operations of the Company, as prescribed by laws, and such information shall be completely, correctly, sufficiently, and timely disclosed for the acknowledgement of all shareholders and stakeholders of the Company.
• The Company has its accounts and financial statements audited by independent auditors.
• The Company shall facilitate the third parties such as securities analysts, investment consultants, securities brokers, rating institutions, mass media, and external supervisory organizations, with data analyses, for the benefits of investors’ decision making or for other benefits.
• To disclose the report on good corporate governance policy and its results of the policy compliance in the annual report.
• To disclose the roles and duties of the Board of Directors, the number of Meetings, and the number of each director attending the Meeting, including the forms and natures of remuneration paid to the Directors and the Management in the annual report.

Board of Directors’ Report

The Board of Directors will provide the Report on Responsibilities of the Board of Directors regarding the financial statements of the Company and other essential issues in line with the good practices as prescribed by The Stock Exchange of Thailand together with the auditor’s opinion in the annual report, including adequate disclosure on important information in notes to financial statements. The Audit Committee and the external auditors will jointly discuss with the Management to ensure that the financial reports of the Company are correct and complete.

Relationships with Investors

The Board of Directors focuses on correct, complete, and transparent disclosure, both on the parts of the financial and general information as well as other sensitive information which may affect the Company so that it will reach the investors and other concerned parties in time as prescribed by The Stock Exchange of Thailand, whereby the Company disseminates such information via channels of The Stock Exchange of Thailand and website of the Company at www.susco.co.th and will assure that such information is correct, complete and reliable. And, in order to prevent rumors, the Company has assigned its Managing Director and/or Deputy Managing Director of Operations to take responsibility for answering questions to investors and concerned parties. Investors can contact such persons at Tel. 0-2428-0029 or E-mail address: marvee@susco.co.th

Complaint Filing Channels

The Board of Directors, on November 24, 2015, resolved to have the policy to provide direct contact channels for all stakeholders who have encountered inappropriate actions such as fraud, corruption, inappropriate behavior of Director, Management, and/or staff, infringement of stakeholder’s rights, or any other issues that affect or may affect any stakeholder by assigning the Audit Committee to investigate the said issue prior to reporting to the Board of Directors. Complaint can be submitted by letter, E-mail, website, phone, or fax to the following address.

The Audit Committee
SUSCO PUBLIC COMPANY LIMITED
139 Ratburana Road, Bangpakok, Ratburana, Bangkok 10140
E-mail : corporatesecretary@susco.co.th
Website : www.susco.co.th
Telephone : 0 2428 0029 ต่อ 110 หรือ 111 โทรสาร : 0 2428 8001

Having received the message, if the complaint is related to fraud or corruption, the Audit Committee will submit the issue to the Anti-corruption Working Group for fact finding; subsequently, the latter will revert to the former as soon as possible.

For other cases, the Audit Committee will consider together with the related party.

In case an employee wants to file a complaint, he/she can either choose the above method or follow the Company’s working regulations, as the case may be.

In the event that the whistleblower is concerned about the negative effect which may cause him/her, he/she may choose not to identify himself/herself. In any case, the Company will always protect him/her from unfair treatment.

5. Responsibilities of the Board of Directors

The Board of Directors oversees the businesses and determines policies, strategies, business plans, and revenue and expenditure budgets annually to maximize overall benefits of the Company and the shareholders.

Roles, duties, and responsibilities of the Board of Directors are as follows:

1. Leadership, Visions, and Independence of Decision-Making

The Board of Directors has its duties and responsibilities for formulating policies, considering, approving, and reviewing the strategies, goals, business plans, revenue and expenditure budgets, and managing the risks of the Company, including overseeing that the Management will efficiently and transparently operate the Company’s business in line with the policies, plans, and budgets. In addition, the Board of Directors concentrates on good corporate governance by preparing, in writing, the good corporate governance polices of the Company, including approving, reviewing, and assessing the operating results from abiding by such policies at least once a year, emphasizing that the Company will have good internal controls and efficient risk management measures, as well as always following up the operations on such issues. Accordingly, the Board of Directors needs to be composed of the persons possessing leadership, visions, and independence of decision-making to maximize the benefits of the Company and the shareholders.

At present, the Company has altogether 6 groups of the Board of Directors and main Subcommittees, namely the Board of Directors, the Board of Executive Directors, the Audit Committee, the Remuneration and Nomination Subcommittee, the Risk Management Committee, and the Occupational Safety, Health, and Environment Committee; the authorities, roles and responsibilities of which have been clearly stipulated in writing. The aforesaid authorities include the financial approval authorities for segregation of authorities in accordance with the good corporate governance principles and in order for the Management to be always efficient, transparent, and auditable.

2. Board of Directors Structure

1. Check and balance of non-executive directors

• According to the Articles of Association, the Board of Directors comprises not less than 5 and not more than 15 Directors, having the qualifications as prescribed by laws.
• As at December 31, 2015, the Company had 14 Directors. 5 of whom were Independent Directors. Every Director possessed knowledge, capabilities, and experiences adequate for using his/her judgment to consider the problems of the Company and lead the Company towards sustainable prosperity.
• Seven of 14 Directors were executive Directors. Two of 14 Directors were non- executive Directors. Five of 14 Directors were independent Directors and Four of whom were the members of Audit Committee.
• The directorship will be as specified in the Articles of Association, which is a period of 3 years, except the one elected to replace the Director who resigns, will hold directorship only for the remaining period of the resigning Director. Upon the expiration of the term, the Board of Directors shall ask the Ordinary General Meeting to elect the replacing Directors. In this regard, for transparency sake, the Company will propose the qualified person, together with his/her profile, whom the Board of Directors is of the opinion that he/she should be elected to be the Director to every shareholder for consideration in the Ordinary General Meeting.

2. Aggregation and Segregation of Authorities

• To clearly segregate the authorities and duties in formulating polices, and supervising and managing routine jobs, the Chairperson will not be the same person as the Executive Chairman and the Managing Director and will not be the Chairperson or member of any subcommittees.

3. Qualifications of Directors and Independent Directors

• The persons who hold office of directors and independent directors will be completely qualified under the laws and will have no qualifications prohibited under the Notifications of SEC. Additionally, they will have adequate knowledge, capabilities, and experiences which are beneficial to the Company.

3. The Board of Directors has prescribed clear guidelines to supervise and prevent conflict of interest in the Company’s business operations, as follows :

• To structure the Company and the Board of Directors and other groups of Subcommittees with clear stipulation of their authorities, duties and responsibilities under the good corporate governance practices.
• To encourage every member of the Management and employee to work with honesty, adhering to the code of professional conduct, and not to emphasize personal benefits more than the responsibilities to the Company, including keeping the secrecy of customers and not to disclose inside information of the Company and customers, for the personal benefits or the benefits of other parties.
• In the case of any decision-making which may cause conflict of interest or in the case where there are certain acts which are beneficial to the Company but they are not in accordance with the different benefits of each group of stakeholders, the Board of Directors and the Management will carefully discuss such problems in the cautious, careful, honest, reasonable, and independent manners under good ethical frameworks for the benefits of the Company.
• In the event that there is any issue which may cause conflict of interest or which are connected transactions or transact with connected persons, the interested Directors shall disclose the information to the Meeting and have no right to vote on such agenda.
• Every Director, Management, and employee will not perform any act which is against the benefits of the Company nor exploit the chance or using the information derived from being a Director or an employee for personal benefits nor run competing businesses with the Company nor perform any duties other than those of the Company, which may affect the performance of their duties.

4. The Board of Directors fully recognizes that to successfully operate the business aiming at the sustainable highest goal with efficient operating system, it is necessary to always have ethics in the business operations. Therefore, the Board of Directors has prepared written business ethical guidelines to be observed by every Director, Management, and employee of the Company and its subsidiaries in performing his/her duties with honesty and in fair manners to customers, shareholders, and every group of stakeholders.

5. The Board of Directors emphasizes the internal control systems, both at management and operational levels, to prevent the Company from damages, on financial, operations, risk management, and compliance supervision aspects; therefore, the policies with respect to the internal audit and control systems were laid down as follows:

• The Management of the Company will be responsible for preparing timely financial reports which are correct and complete, both quarterly and annually
• Efficient internal control and audit systems will be undertaken to ensure that the Company complies with all related guidelines and laws. The system will be audited by the internal auditors and reviewed by the Audit Committee
• The authorities, duties and responsibilities of the Management in operating the business will be prescribed in writing
• The utilization of the Company’s assets will be continuously monitored and inspected so that they will not be damaged or misused or unduly utilized
• Duties and responsibilities of the staff or the working units will be separated for appropriate checks and balance
• The Board of Directors will duly pay attention to recommendations or suggestions of the Independent Auditors and to use them as guidelines in considering the proper improvement of the operations.

6. The Board of Directors shall convene the Meetings based on the following practices:

• The Board of Directors will, in advance, fix the regular Meetings which will be held on a monthly basis to enable the Directors to conveniently allocate their time for every Meeting; in addition, there may be special Meeting as necessary. In every regular Meeting, there will be agenda on the matters arising to follow-up the issues of the previous Meeting and the monthly operational results of the Company.
• In the Meeting of the Board of Directors, to constitute a quorum, there will be not less than one-half of all of the Directors attending the Meeting.
• The Chairman will endorse the Meeting agendas in collaboration with the Executive Chairman, the Managing Director, and the Company Secretary by taking into account the requests of Directors and top Management to include other important issues in the Meeting agenda.
• The Chairman will allocate adequate time for the Management and the Directors to propose and discuss the issues.
• The Board of Directors will encourage the top Management who is directly related to the issue under consideration to join the Meeting to provide additional details.
• Directors can have access to and can request information, consultation, and necessary services from an assignee or may request outsider’s independent opinions.
• It is a duty of the Management to provide appropriate information and opinions to the Board of Directors.
• The Company Secretary will serve the meeting notice together with the agendas and supporting documents on Directors not less than 7 days in advance to enable every director to have sufficient time to study all related information prior to attending the Meeting.
• In every Meeting of the Board of Directors, the written minutes of every agenda will be completely recorded and the adopted minutes will be properly kept and will be available, at all times, for inspection by the Directors and/or the related parties.

7. It is a policy of the Board of Directors to enhance each Director’s knowledge in the subject of supervising important issues as announced, including to encourage the Directors to attend training courses which are beneficial to the performance of the Directors’ duties.