Goldenland | Corporate Governance

1. Fundamental Rights of Shareholders

The Company recognizes the rights and equitability of all shareholders and applies equitable treatment towards each of them. Shareholders are entitled to be informed of information, operation results and management policy. They are also entitled to their share of the company profit and their rights to receive the dividend, to propose meeting agenda, to nominate directors and to participate in the shareholders’ meetings. Each shareholder is entitled to fair treatment as prescribed in the Company’s regulations and under applicable laws. In order to assure the equitable treatment of its shareholders, the Company ensures that their shareholders’ meeting procedures are transparent and efficient. It oversees appropriate uses of inside information, proper control and monitoring of connected transactions, as well as sufficient disclosure of information.

2. Shareholders’ Meetings

Policy governing on fixing the schedule and venue of the shareholders’ meeting to facilitate and promote the participation of all groups of shareholders including institutional investors
The Company arranges that the Annual General Meeting of Shareholders shall be held once a year within 4 months from the end of the fiscal year by fixing the appropriate schedule and venue of the meeting to facilitate and promote the participation of all groups of shareholders including institutional investors. Detail of the policy is as follows:
- The meeting will not be held on official, public and bank holidays. The meeting timeframe is set to be during 8:30 - 16:00 hours. The shareholders are given the opportunity to send the registration or proxy forms to the Company for advance registration.
- The meeting venue is located in Bangkok or in the district where the Company’s head office is located to accord convenience to the shareholders to participate in the meeting.
- Information packages relating to the meeting date, time venue and agenda are provided together with explanation and reasons supporting each agenda, or proposals for consideration as specified in the Notice to the Annual Meeting or Extraordinary Meeting.
- The shareholders shall not be restricted to any access to the Company’s information.
- In case of urgency to propose the special agenda, which has an impact on or relating to the interests of the shareholders or relating to terms or regulations or prevailing laws requiring prior approval from the shareholders, as extraordinary meeting will be held, as required.
In accounting period October 31, 2018 - September 30, 2019, the Company held 1 shareholder meeting, which is:

The Annual General Meeting of the Shareholders No. 26 on 17 January 2019 at 10:00 hours at Victor 2 - 3, Victor Club, 8th floor, Sathorn Square Office Tower, No. 98 North Sathorn Road, Silom, Bang rak, Bangkok.
Attendance of directors and management in shareholders’ meetings
At the 2019 Annual General Meeting of the Shareholders No. 26, during the meeting votes were taken on each prescribed agenda item. At the beginning of each shareholders’ meeting, the Chairman of the Meeting shall explain to the meeting participants about the procedural guidelines applied for vote casting, vote counting, and rules for voting by ballot. A total of 9 directors or 100% attended the meetings, comprising Chairman of the Board, Chairman of the Audit Committee, Chairman of the Board of Executive Directors, Chairman of the Compensation and Nomination Committee, and Directors. The directors participated in the Meeting were:

1. Mr. Wanchai Sarathulthat	independent Director / Chairman of the Board / Chairman of Audit Committee
2. Mr. Panote Sirivadhanabhakdi	Vice Chairman of the Board / Chairman of Executive Committee / Compensation and Nominating Committee
3. Mr. Thapana Sirivadhanabhakdi	Director
4. Mr. Chotiphat Bijananda	Director
5. Mr. Sithichai Chaikriangkrai	Director / Executive Committee
6. Mr. Chainoi Puankosoom	Independent Director / Chairman of Audit Committee / Compensation and Nominating Committee / Chairman of Corporate Governance Committee
7. Mr. Udom Puasakul	Independent Director / Audit Committee
8. Chinnavat Chinsangaram	Independent Director / Audit Committee / Corporate Governance Committee
9. Mr. Thanapol Sirithanachai	Director / Executive Committee / President / Corporate Governance Committee / Chairman of Risk Management Committee

The director who cannot participate in the Meeting: - None -

Legal advisors, management and the Company’s auditors have also participated in meetings.

3. Prior to the Date of Meeting of Shareholders

The Company disclosed the resolutions of the Board of Directors in regard to the holding of the shareholders’ meetings on the website of the Stock Exchange of Thailand as well as its own website. The Company had published the information on the notice to attend shareholders’ meeting containing details in full in its website 30 days before the date of the meeting and eadily sent the notice to attend meeting to the shareholders.
The meeting invitations is sent out together with full details on the material aspects of each meeting agenda, as prescribed by applicable laws and regulations of the Stock Exchange of Thailand and in compliance with the Company’s regulations. The details include sufficient information and data concerning the proposed agenda as well as the clearly described opinions of the Board of Directors on each agenda for the shareholders’ perusal in advance of their decision making. The attached supporting information also contains the minutes of the previous meeting, the Company’s annual report, supportive documents, proxy form with clear guidelines for proxy voting. These information packages will be sent to the shareholders’ at least 14 days in advance of the shareholder meeting date, and it was also published on newspaper for not less than 3 consecutive days and not less than 3 days before the day of meeting the shareholders are thus provided with sufficient disclosure of information and an adequate timeframe for their proper perusal of such information before the meeting date. The meeting invitations are distributed to all shareholders whose names are listed on the Company’s share registration book. In addition, shareholders, who are not able to attend any shareholder meetings, are able to appoint a proxy or Independent Directors to act as their proxy and vote on their behalf, in the event that they ere unable to attend the meeting. The Company shall also provide to shareholders with a list of its Independent Directors and their relevant background profile in the information packages attached to the meeting invitations for the shareholders’ perusal. The notice to attend meeting was sent to all shareholders whose names were listed in the Shareholders Register as at the date of closing of the Shareholders Register of the Company.
Propose directors’ remunerations to shareholders for consideration and approval on a yearly basis and communicate with the shareholders about the policies and guidelines on determining directors’ remunerations.
In compliance with the principles of good Corporate Governance for Listed Companies in 2006. The Company provides its minority shareholders with their entitled rights to propose the agenda for the shareholders’ meeting and to propose director nominee in advance via the corporate website www.goldenland.co.th
Shareholders are allowed to access the information on the meeting process and meeting agenda through Golden Land Property Development PLC corporate website in advance of the dissemination and dispatch of the meeting notification. On the meeting date, the Company allows registration of shareholders at least one hour prior to the meeting time.
The meeting is conducted and processed in accordance with the outlined agenda, without insertion of non-agenda items or changes of material information in a manner that shall deprive shareholders of provision of advance notices. Sufficient time is allotted to the meeting, whereby the meeting shall be conducted in an appropriate and transparent manner. Shareholders are thoroughly given the opportunity to ask questions and express their opinions before casting their votes and making any conclusion on each agenda.
Shareholders who arrive after commencement of the shareholders’ meeting, will be allowed to cast their vote on the agenda both being considered and all subsequent agenda.
The Company regularly provides the information to shareholders via channels provided by the Stock Exchange of Thailand, and other media & publications, as well as its corporate website.
To provide a channel for minority shareholders to directly contact the Company for more information such as directors’ activities, corporate governance, and audit etc. by requesting via mail, or corporate e-mail address ir@goldenland.co.th. In addition, minority shareholders can contact the Company Secretary for further information.

4. Date of Shareholders’ Meeting

The Company fixed the place, day and time of meeting that afforded convenience to all shareholders equally and it also provided confidence in regard to security measures for the shareholders. The Company had stated in the meeting documents sent together with the notice to attend meeting of the process and the steps of attending the meeting, including the examination of documents or evidences showing rights to attend meeting, Free duty stamp provided, the arrangements of personnel at the registration desk, and the designation of sufficient points of service for registration, whereby the shareholders may register to attend the meeting 2 hours before the starting time of the meeting and which continued until the meeting of shareholders was completed. Barcode system reduced timing to register process.

5. After the Shareholders’ Meeting

The Company announced the resolutions of its shareholders’ meeting via the news system of the Stock Exchange of Thailand on the following work day and also published on the website of the Company, stating the results of voting (approved / disapproved / abstained) in each agenda and sent the minutes of the shareholders’ meeting, in which recorded the list of names of directors attending the meeting, the results of voting Approve / disapprove / abstain in the agenda required for approval of the shareholders, including the questions put forward by the shareholders in each agenda, as well as the clarification of the Company, to the Stock Exchange of Thailand and the government agencies concerned, within 14 days from the date of shareholders’ meeting for Shareholders’ who cannot attend the such meeting acknowledgement, which was also published on the Company’s website.

The Company emphasizes on the importance of equitable and fair treatment of all shareholders by conducting the following actions:

The Company invites its shareholders to propose agenda items for the shareholder meeting in advance, by publicly notifying such invitation via channels provided by the Stock Exchange of Thailand. It also posts the relevant consideration criteria and clear procedures on its corporate website well in advance of the meeting date.
The Company allows its shareholders to propose director nominees. The proposed candidates must be entirely qualified under the criteria as prescribed by the Company’s regulations and the nominees must also give consent that they are willing to run for the director positions. The nomination procedures as well as its relevant rules and criteria shall be posted well in advance before the meeting date via channels provided by the Stock Exchange of Thailand and on its corporate website. During the shareholders’ meeting, the selection of directors shall be made via vote casting for each director nominee on an individual basis.
In 2019, the Company had invited its shareholders to propose appropriate agenda items for the meeting in advance and to nominate their proposed candidates for the director nominees to be approved and appointed by the Annual General Shareholders’ Meeting 2019 (No. 26). The proposal and the nomination were made in advance from 1st June 2018 to 30th September 2018. Shareholders were notified in advance via channels provided by the Stock Exchange of Thailand. Relevant rules and procedures thereof were posted on its corporate website at www.goldenland.co.th, under the “Shareholders’ Meeting” menu in Investor Relations category.

Rights to vote is allocated to each shareholder according to the portion of shares held in the Company.
Conduct its shareholders’ meeting in accordance with the outlined agenda and in the sequence as set out in the meeting notification to the shareholders, without insertion of nonagenda items that its shareholders have not been informed of in advance. This process is intended to provide the shareholders with sufficient time to study the agenda andits supportive information prior to their decision making.
The Proxy Form Type B, which allows the Company’s shareholders to determine direction on their vote casting on each agenda item, is usually distributed as an attachment to the shareholders’ meeting invitations to facilitate its shareholders who are not able to personally attend the meeting, can appoint another person or any of the Company’s Independent Directors to be their proxy. The form is also posted on corporate website so that shareholders can download it if so required.
The Company encourages its shareholders to use voting ballots for vote casting on each agenda item as deemed appropriate. Such voting ballots will be collected during the meeting and calculated together with the votes casted earlier via proxy. The final results of each agenda item are then declared during the meeting.
The Company duly prepares and submits the minutes of the meeting to the Stock Exchange of Thailand and the Securities and Exchange Commission within 14 days after the meeting date and also posts them on its corporate website.

1. Policy on Conflict of Interests

The Board of Directors attaches considerable significance of resolving a conflict of interests among all stakeholders at both corporate and personnel levels that needs to be treated with in a cautious, objective and transparent manner. Policies and best practices relating to management of a conflict of interests and full disclosure on a conflict of interests have been properly prepared. In any meeting, in cases where any of the Company’s directors and executives has a conflict of interests in any meeting agenda items, that director/executive shall not participate in such meeting and refrain from voting on that agenda.

Employees shall steer clear of a conflict of interests stemming from personal benefits against the Company’s benefits in any contact with any business partners or other related persons.
Any role assumed by employees as a director or an advisor in any company, organization, or any other business association shall not create a conflict of interests or clash with their duties to act directly in the best interest of the Company.
Employees shall not be a partner or a shareholder with authorized decision or an executive of any business which competes with the Company or has a similar business nature to the Company. In case the inevitable happens, the employees are required to immediately inform their supervisors.
Throughout and after duration of performing duties for the Company, the employees shall not disclose any confidential information of the Company for the benefits of any other persons, whether be electronic data, financial information, operational information, information about future business plans of the Company, etc.
In cases where employees or their family members participate in or become a shareholder in any business which may have interests or create a conflict of interests with the Company, they are required to inform their supervisors in writing.
Employees shall not borrow money from the Company’s business partners, except financial institutions, since this may influence their performance of duties and status as the Company’s representatives.
Employees shall steer clear of any involvement in any activities that may create any conflict of interests to the Company or cause any form of financial obligations with related business parties of the Company or any other employees of the Company.
Employees are prohibited to pay the Company’s money or dispose of the Company’s assets without approval from the Company’s authorized persons.
In cases where employees need to perform any other work to supplement their income or for any other purposes after the Company’s working hours, such work shall not flout laws, be contrary to public order or good morals, conflict with the Company’s interests, compete with the Company’s business or involve a similar business to the Company, and adversely affect the Company’s reputation and business. Employees also shall not exploit the Company’s confidential information for such work, and it shall not affect their duties performed for the Company.

2. Policy on Inside Information Control

The Company underscores the importance of regulatory disciplines and effective controls over the use of inside information in accordance with the principles of good corporate governance and a code of ethics and business conduct to ensure that investors who invest in the Company’s securities are provided with accurate, appropriate, objective and sufficient disclosure of information within the guidelines of the Stock Exchange of Thailand (SET) regarding the use of inside information. To that end, the Company introduces its regulatory controls over the use of inside information and its regulations on securities trading for directors, executives and employees in keeping with laws governing securities and exchange to promote more transparency and accountability in the business conduct. The regulations are set forth as detailed below:

Directors, executives and employees shall not use any inside information of the Company which has not been disclosed to the public or to the Stock Exchange of Thailand (SET) and shall have a material effect on the changes in the Company’s securities prices for the trading of any of the Company’s securities for their own personal benefits or others’ benefits.
Directors and executives shall refrain from any trading of the Company’s securities within the period of 30 days prior to a public release of the Company’s financial statements and for at least 24 hours after the release of such financial statements.
Directors and executives have a duty to report their holding of the Company’s securities and the holding of the Company’s securities by their spouses and underage children to the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET).
The Company adopts strict regulations regarding computer security and information disclosure to prevent material and non-public information from being disclosed, and persons who have access to inside information must not disclose such information until it is provided to the SET.
In cases where directors, executives or employees exploit inside information for personal gain, the Company shall impose harsh punishments and punitive measures for the misconduct. If there is a breach of the abovementioned rules and regulations, the Company shall deem it a serious disciplinary offence, resulting in the disciplinary and legal proceedings prescribed by laws. According to the Securities and Exchange Act B.E. 2535, directors and executives are required to report their holding of securities of listed companies in which they hold their position after assuming responsibilities within 30 working days and report every time when securities are purchased or sold within 3 working days to the SEC.

The Company focuses on the importance of its social and environmental responsibilities, as well as its accountability towards other stakeholders. It also recognizes the significance and relevance of the stakeholders’ roles. It operates its business with honesty and legality and abides by governing regulations. It does not assist, support, and encourage any illegal activities or unlawful conducts, including any violation of human rights. The Company fosters heightened awareness of noninfringement of intellectual property rights and encourages all employees to act in absolute conformity with laws and regulations governing intellectual property rights.

The Company neither requests nor accepts any monies, and gifts or awards or compensations from other persons, except if such acts are righteously and customarily acceptable. The Company also opposes corruption and bribery, and supports public and private measures aiming to fight against corruption. The Company promotes effective and efficient use of natural resources, while encouraging its employees to pay attention to the environmental and safety impacts of their business activities. It also encourages its stakeholders to participate in community development and social programs.

The Company prescribes the following practice guidelines for its various stakeholders:

1. Shareholders

3.1 Shareholders The Company pays attentions to transparency, accuracy, validity, and timeliness of material information that it has disseminated to its shareholders via various media channels such as the online electronic media of the Stock Exchange of Thailand, corporate website, newspapers, press releases, and corporate letters, etc.

2. Customers

The Company believes in the importance of upholding the highest ethical standards towards treating the customers with attentiveness and responsibility. The Company pays attention to responding promptly to the complaints and promptly takes suitable action to solve the situation to achieve the customer satisfaction, under the following operating standards.

Deliver the high-quality products and superior service standards under fair terms and conditions. The Company is committed to continually upgrading the standards and disclose the complete and accurate information about its products and services without any distortion of facts.
Timely update sufficient and accurate information about the products and services to provide the customers with sufficient information for their decision, without overstatement through advertisement or any other communication channels which may misrepresent the quality, quantity, or terms and conditions of the products and services.
Promptly respond to the customer needs and provide the communication system and channels via the Company website www.goldenland.co.th to effectively cater to the complaints in relation to the products and services.
Ensure the customer confidentiality by not misusing their information, except if such information is to be disclosed by law to the concerned public.

3. Business Partners and / or Creditors / Debtors

The Company treats its business partners and / or creditors / debtors with equality and fairness, with common concern on the basis of fair mutual returns. It also strictly abides by its commitments and avoids situations which may create any conflicts of interest. The Company thus applies procurement practices in accordance with good governance by availing the opportunity to every Business Partner (sellers / buyers / lessors) to participate in the purchase and procurement bidding under the fair, transparent, and open process, fair to each and every one. In the case that the business partner has been approached by the Company’s executive, staff or any person for rewards or any other benefits in return for a favor; or in the case that the business partner views that the bidding and selection process is not fair and transparent to them or views an act as discrediting the competitors, the business partner is requested to notify the Company immediately to ensure that fair and transparent procurement is applied to every business partner.

Purchase, procurement and equitable treatment of business partners

the Company intends to affect the standard procurement of goods and services under the equal and fair competition. The assessment criteria have been set up to select the successful business partner/ contractor. Appropriate contract form as well as contract management and monitoring has been arranged to ensure complete compliance and protect against corruption in every procurement process including due payment to business partner / contractor under the agreed payment term.
the Company is committed to develop and maintain a sustainable relationship with the business partners / contractors, with clear objectives on improving the product and service quality worth paying for as well as technical quality and mutual trust.
executives and employees of the Company are forbidden to receive any benefits directly or indirectly from business partners and contractors for personal gain.
executives and employees of the Company shall not be involved in the purchase and procurement of business partners or contractors with personal relations with them.
executives and employees of the Company shall not use the purchase and procurement information for personal or others’ interest.

Assessment criteria and selection of a business partner

possessing reliable financial records and potential to grow alongside the Company in the long run.
manufacture or distribute quality products in line with the demand and subject to quality check.
assessing the punctuality in delivering tasks, products and services.
assessing the ability in coordination, problem solving, team readiness, whereby the Company has the policy to comply with the intellectual property law by not selling pirated goods.

4. Creditors

The Company treats its business partners and/or creditors with fairness, honesty and without taking advantage of them to maximize mutual benefits. The Company has established the clear policy and practice guidelines with regards to dealing with the creditors (be it trade creditors or lending financial institutions), in particular the guarantee terms, fund management, and in cases of default. The Company shall strictly comply with terms and conditions stipulated in the contract and agreed terms, not allowing defaults on loans.

5. Business Partners

The Company applies good customary business practices and fair competition in its business conducts while abiding by the good ethics not to discredit its competitors by means such as spreading false information and deceptive allegations, unlawful penetration into the secrecy of the competitors and conducting any wrongful business actions. The policy is therefore laid down that the Company shall:

observe the good competition rules in its business conducts.
seek the competitor’s business secrets by means of inappropriate and wrongful acts.
not discredit its competitors with deceptive allegations.
support and promote fair free trade without monopolizing or requiring its customers to enter into business only with the Company.
The Company follows a policy of noninfringement of intellectual property rights and encourages its employees to act in accordance with laws or regulations concerning intellectual property rights. The use of thirdparty materials is subject to thorough examination to prevent any infringement of others’ intellectual property rights.

6. Employees

The Company applies unbiased and equitable treatment towards its employees, without regard to gender, nationality, race, religion or beliefs. The Company views its employees as utmost valuable assets and vital factors in supporting the Company to achieve its business success, thus justly compensating them with appropriate remuneration.

Policy and practice guidelines on employees’ remuneration and welfare
The Company is responsible for providing and regularly maintaining the safe working environment against risk to life and property of its employees by strictly observing the relevant labor protection laws. Policy on staff remuneration has been set which corresponds with the Company’s business performance, taking into consideration the Company’s profitability each year and the employees’ performance evaluation based on a balanced scorecard method. As for corporate welfare, the employees’ provident fund has been set up to promote saving and building assurance for the employees and their families. The employees’ contribution to the fund is voluntary and based on years of service. The contribution rate on the part of the employees and Company is set between 5 - 10%. Medical expenses, dental expenses, welfare benefits, life insurance, allowances and wellwishing baskets offered to the employees.
Policy and practice guidelines on employees’ knowledge development
The Company emphasizes the importance of knowledge development, skill improvement and staff competency enhancement by encouraging its employees to attend both in-house and public training sessions, so as to improve their professional expertise and working capabilities, not only to work efficiently but also to be able to adjust themselves to the changes of new innovations, rules and regulations imposed by the governing authorities with which the Company has to comply, to ensure that all employees duly obtain the knowledge and understanding of the applicable rules and regulations including business ethics, and perform their duty accordingly. Such information has been posted in the Company’s intranet as well as in the new staff induction program.
Policy on non-involvement in the human rights violation
The Company renders concrete support and respect in the principles of human rights by overseeing its business conducts and its subsidiary companies with due care, not being involved in human rights violations.

7. Society and Community

The Company consistently supports social related activities. It occasionally provides assistance and donations to various foundations and organizations which are active in social and community work. It also encourages social responsibility among all employee levels and campaigns on efficient utilization of natural resources and promotion of energy conservation.

8.Governing Authorities and Government Agencies

The Company complies with laws, rules and regulations of its governing authorities and relevant regulatory agencies such as the Department of Business Development, the Ministry of Commerce, the Revenue Department, the Ministry of Finance, the Stock Exchange of Thailand and the Securities and Exchange Commission. It also cooperates and works in close relations with other private entities.

9. Environment

The Company emphasizes the importance of the environment, recognizing that during the construction period of its development projects there may arise the environmental impacts on surrounding communities. The Company thus strictly abides by the applicable rules and laws of relevant governing authorities while providing relevant knowledge and understanding of environmental impact to its employees. The training and activities relating to environment and efficient energy utilization were undertaken, such as launching a campaign to turn off lights and computer screen during lunch breaks, unplug electrical appliances such computers, copy machines during weekends, using recycled paper in printing for internal use and encourage water saving by not leaving the taps running.

1. Disclosure of financial information and others relating to the Company

Information disclosure is a key principle of good corporate governance. The Company recognizes the importance of the accuracy, adequacy, timeliness and equitable distribution of its information revelation to the Stock Exchange of Thailand, and shareholders, and thus prescribes the following practice guidelines:

The disclosure of the Company’s material information, both financial and non-financial, particularly information related to its financial statements, must be reviewed / audited by authorized auditors and accompanied by their opinion confirming a true and fair view of its actual financial position in accordance with generally accepted accounting practice, and duly approved by the Company’s Audit Committee and the Company’s Board of Directors prior to its submission to the Stock Exchange of Thailand and relevant authorities, and before publicly releasing it to its shareholders and investors.
The information disclosure such as its financial statements, annual statements (SEC Form 56 - 1), and annual report (SEC Form 56 - 2) shall be posted in corporate website.
Disclosure of roles and duties of the Board and sub-committees, the number of each director’s attendance in meetings, and a policy on payment of directors and high-ranking executives’ remunerations under a topic heading of a management under an annual disclosure statement (Form 56-1) and annual report (Form 56-2).
The Company discloses the Report on the Board of Director’s Responsibilities for Financial Statements together with the Auditor’s Report in its annual report (SECForm 56 - 2) and annual statements (SEC Form 56 - 1).
The directors of the Company are required to report their requisition / disposal transactions of the Company’s securities at the board meeting on quarterly basis.
Company reveals its Report on the Interest of Directors and Executives as prescribed by the notification of the Capital Market Supervisory Board (Reference Number: Thor. Jor2/2552) dated 26 January 2009 which required the publicly listed companies to make preparation and submission of such report for the first time in July 2009 and regularly update any changes therein within 3 business days after such changes have taken place and submit the updated report to the Company Secretary.
The Company discloses background information of its Directors and Executives by posting them on its corporate website.

2. Disclosure of connected transaction and related party transaction

The Company recognizes the importance of considering connected transaction and related party transaction transparently and prioritizes the Company’s benefit first. Therefore, the Company will prevent any transactions with conflict of interest by requiring the Board of Directors’ revisions and resolving, along with the disclosure to inform investors and related parties.

3. Information Disclosure and Investors Relations

The Company recognizes the importance of accuracy, completeness, transparency, equitable distribution of its information revelation, both financial and non-financial, as well as material information which may impact price movement of its stock, whereby such information is distributed through various contact channels and media, either directly and indirectly, such as the website of the Stock Exchange of Thailand, corporate website, or the Company’s newsletter. The Company assigns capable personnel with good knowledge of the business conducts to take charge of investors relations.

Moreover, the President, Senior Executive Vice President - Accounting & Finance, and Executive Vice President - Corporate Strategy and Investment communicate directly with the shareholders, institutional investors, and securities analysts, both domestic and abroad, by regularly providing updates on the business operationsand responding to the investors’ queries as well asdistributing the press releases. In addition to updating the business performance to the Stock Exchange of Thailand and on the corporate website for equitable distribution to all stakeholders.

In accounting period October 1, 2018 - September 30, 2019 , the Company organized and took part in the following investor relations events:

The Company held ten analyst meetings providing securities analysts and investors with opportunities to meet top-ranking executives and learn more of policies, strategies, business plans, financial information and relevant issues in accordance with principles of transparent disclosure of information.
The Company participates in a so-called Opportunity Day event held by the Stock Exchange of Thailand (SET) on a quarterly basis, which offers listed companies a chance to meet investors and minority shareholders and respond to their enquiries on relevant matters.
The Company played a part in seven domestic and international roadshows at the invitation of securities companies to give information about the Company’s business and operations and respond to enquiries on relevant matters.
The Company conducted three site visits of its residential projects and one site visit of Samyan Mitrtown mixed-used complex for analysts and investors.

Shareholders, analysts, institutional investors, those concerned and members of the public can ask for further information or direct any enquiries about investments to:

Investor Relations Department :

Telephone : 0 2764 6200
Facsimile : 0 2764 6222 ext. 2
E-mail : ir@goldenland.co.th

4. Whistle Blowing Policy

The Company provides contact channels for any complaints and whistleblowing from internal and external sources, and sets up a system to handle such complaint proceedings appropriately. Measures are also taken to protect and safeguard the secrecy of complainant’s information as given below:

The Company provides contact channels for any complaints and whistleblowing from internal and external sources, and sets up a system to handle such complaint proceedings appropriately. Measures are also taken to protect and safeguard the secrecy of complainant’s information as given below:
- Telephone calls to the chief internal auditor at 0 2764 6206
- By post or in person
  The Company also provides a suggestion box in common area for depositary issues or complaints at the earliest opportunity. Submissions are collected by Head of Internal Audit on a weekly basis. The Company also opens up the following communication channels to facilitate the submission of wrongdoing reports:
  - E-mail: Independent-Director@goldenland.co.th
  - Mail : Chairman of Audit Committee Golden Land Property Development PLC 20th Floor, Mitrtown Office Tower, 944 Rama 4 Road, Wang Mai, Pathumwan, Bangkok 10330
Complaint proceedings
Upon receiving the whistleblowing or complaint, the Company will compile, process, crosscheck the information and undertake measures to mitigate the damage to those afflicted, taking into account the overall damage, after which the personnel in charge will follow up the actions taken and inform the whistle blower / complainant alongside the report submitted to the President, Executive Chairman, Audit Committee, and the Board of Directors accordingly, as the case may be.
Protection measures
To safeguard the rights of whistleblower / complainant or those who cooperate in the fact-finding and investigation, the Company will not disclose their names, address, photo or any other personal information, and undertake protective measures in the case where the whistle blower / complainant view their life unsafe or in trouble. Those afflicted from the case will be duly taken care of under the appropriate and fair proceedings, whereas those under investigation and found guilty of unethical acts towards business conducts and anti-corruption policy2 will be subject to disciplinary actions in accordance with the Company rules and regulations or sentenced by relevant laws.

The Board of Directors plays a crucial role in ensuring corporate governance in the best interests of the Company, is accountable for their performance of duties towards the shareholders and independent of the management, taking into consideration strategic visions, missions, business ethics, risks and good corporate governance principles.

1. Vision

The Board of Directors are determined to drive for the Company’s sustainable growth, taking into account visions, missions, strategies and a code of business ethics, to align consistency in good corporate governance principles with strategic goals of creating maximum benefits to all shareholders and stakeholders. The Board of Directors works in close cooperation with the management to determine the Company’s direction, goals, business plans, annual budget and relevant concerns, and monitors the progress of the implementation under the management’s agreed plans. The management submit progress reports to the Executive Committee meetings on a monthly basis and the Board of Directors on a quarterly basis. The meetings set agenda for acknowledgement of monthly performance and review strategies on a quarterly basis.

2. Board Structure

The Company’s Board of Directors comprises of no less than 5 members and no more than 11 members. The number of Independent Directors on the Board must be equivalent to one-third of the Board size, and no less than 3 members. The independent Directors must be qualified under the requirements prescribed by the Securities and Exchange Commission and the Stock Exchange of Thailand.
The Company’s directors and management can hold a position as a director, executive and controlling person in affiliates or subsidiaries, but must comply with procedural requirements prescribed by the SEC, SET and other relevant agencies and receive a prior approval from the Board of Directors.
All detailed profiles of the Board members are disclosed to the public and every time the members are replaced.

Directors’ Qualifications

An individual who possesses knowledge, proficiency, and experiences that are of benefit to the Company’s business operations.
An individual who is honest, ethical, virtuous, and responsible, whilst making sound decisions based on facts and rationality.
An individual who has leadership, vision and courage to express an independent and different opinion.
An individual who is able provide sufficient time to monitor the Company’s business operations.
An individual who is qualified according to the conditions prescribed under the Public Limited Companies Act, the Securities and Exchange Act, and the notification of the Stock Exchange of Thailand, as well as not disqualified according to the conditions prescribed thereunder. The qualifications and disqualifications include:
- Reaching the age of majority and considered sui juris.
- A person is not insolvent, incompetent or quasiincompetent.
- A person who has never been imprisoned by a final judgement in respect of any offense in relation to property in bad faith.
- Never been punished, or dismissed from employment from any organization, government entity, and government agency for any fraudulent or dishonest conduct.
- Not named among the name list of the Stock Exchange of Thailand for disqualified individuals banned under its regulations from being a company director.

Independent Directors’ Qualifications

Not owning more than 1% of the total numbers of shares with the voting rights issued by the Company, its subsidiary companies, affiliates; or not being individuals who might have any conflict. This includes shares of any connected persons to such Independent Directors.
Not having any involvement in the Company’s management; nor being employees, staffs, or consultants who obtain regular salary from the Company; nor being an individual with controlling authority of the Company, its parent, its subsidiaries, its affiliates, any other subsidiaries of a similar rank level, major shareholders, or person with controlling authority of the Company, as of now and at least two years prior to the Independent Directors’ term of office.
No direct or indirect blood relationships or any legal relationships (in the manner of parent, spouse, sibling, son or daughter and their spouse) with other directors, executives, major shareholders, person with controlling authority, or persons who will be nominated as directors, executives or will have controlling authority of the company and its subsidiaries.
No business relationships with the Company, its parent, its subsidiaries, its affiliates, any other subsidiaries of the similar rank level, major shareholders, or person with controlling authority of the Company that may impair the Independent Directors’ ability to make independent judgments, and neither being nor used to be a significant shareholder or controlling person of any person having a business relationship with the Company, its parent company, subsidiary company, associate company, major shareholder or controlling person, as of now or at least two years prior to the current service term as an Independent Directors, as of now and at least two years prior to the Independent Directors’ term of office.
- Not the auditor of the Company its parent company, subsidiary company, associate company, major shareholder or controlling person, or a major shareholder, executive director, management, or managing partner of the Company’s auditor.
- Not the professional consultants of the Company (such as legal advisor, financial advisor, assets appraiser etc.) who provides more than Baht 2 million per year of services to the Company, its parent, its subsidiaries, its affiliates, major shareholders, or person with controlling authority of the Company; nor a major shareholder, executive director, management, or managing partner of the Company’s professional consultants.
- Have no direct or indirect benefits from or interests in any commercial or business transactions (such as those related to the ordinary course of business, lease or asset lease, assets or services, or financial assistances) with the Company, its parent, its subsidiaries, its affiliates, for a value of more than Baht 20 million or for the amount equivalent to, or more than 3% of the tangible assets of such companies, whichever is the lower amount. The value of such transactions shall be the cumulated one year before the date of such business relationships. The prohibited relationships also include being a major shareholder, executive director, management, or managing partner of any entity that may have such business relationships.
Not appointed as a representative of the Company’s directors, its major shareholders, or the shareholders who is a related party to the Company’s major shareholders.
Not undertaking any business in the same nature and in competition to the business of the Company or its subsidiary company or being an executive director, employee, staff, advisor who receives salary or holding shares exceeding one per cent of the total number of shares with voting rights of other company which undertakes business in the same nature and in competition to the business of the Company or its subsidiary company.
Not having any character which may impair the Independent Directors’ ability to make independent judgments.
The Independent Directors with the qualifications as prescribed in Clause 1 - 7 may be assigned by the Board of Directors to make collective decisions on the business operations of the Company, its parent, its subsidiaries, its affiliates, or any other subsidiaries of the similar rank level,or any juristic persons which might have conflicts.

Appointment of the Board of Directors
The appointment of members of the Board of Directors is undertaken in accordance with the Company’s regulations and in compliance with the Public Limited Companies Act. The selection process for any nominated director posts shall be undertaken by the Nomination and Compensation Committee which shall select qualified candidates for the required directorship role and subsequently nominate the selected candidates to the shareholders’ meeting for their appointments. The Company’s regulations prescribe that the appointment of the members of the Board of Directors must comply with the Public Limited Companies Act, and shall proceed as follows:

The shareholders’ meeting elects any additional members of the Board of Directors or the replacement thereof under the following rules and procedure:
- Each share held in common stock shall be equivalent to one vote.
- Each shareholder is required to cast all their voting rights under a. to elect a candidate (or candidates) to be a director (or directors). Individual’s votes cannot be fractionally divided evenly among all candidates.
- The candidate with the most votes shall be first elected; the next-ranked director position shall go to the candidate with the next highest number of votes and so on until the vacancies of all directorship position are filled. If the next-ranked candidates get an equal number of votes, the chairman chairing the meeting will have the casting vote.
The Board of Directors shall select a candidate for any vacancy of directorship post caused by any cause other than a termination of their term.

Term of Office for the Board of Directors

In each of the Annual General Meeting of the Shareholders, one third of the Company’s Board members shall complete their term of office which shall then expire on that date. If the number of the Board members cannot be split into three, then the number shall be rounded to the nearest number of one third.

Drawing lots shall be applied to end the office term of Board members on the first year and the second after the listing of the Company in the stock exchange. As for the subsequent years, thereof, the Board members with the longest service term shall then resign from their posts. Resigned directors can be reelected for a new term of service.

Other than completion of their term of service, members of the Board of Directors can be removed from their position under the following circumstances:

Death
Resignation
Disqualified or falling under conditions as prohibited under the Public Limited Companies Act
Resignation due to a resolution of the Annual General Meeting of the Shareholders
Resignation due to a court order

Roles, Duties, and Responsibilities of the Board of Directors

The Board of Directors should conduct their duties in accordance with applicable laws, the Company’s objectives and regulations, and the resolutions of the shareholders’ meeting with honesty, integrity, due care for the Company’s interests, accountability and equitability towards all shareholders.
The Board of Directors shall determine the Company’s direction and policies of business operations and ensure that the management act in conformity with the Company’s policies and regulations in an effective and efficient manner and fulfill their duties under the good corporate governance principles to pursue sustainable growth and long-term capital appreciation.
The Board of Directors shall report to the Company’s shareholders about its operational performance at the shareholders’ meeting and in the Company’s annual report.
The Board of Directors shall oversee that the Company maintains efficiency and accountability in its accounting system, financial reporting process, internal controls and internal audits.
The Board of Directors shall afford a good corporate governance policy in writing and regularly review such policy.
The Board of Directors shall oversee and monitor the Company’s management to ensure that equitable treatment is ethically provided to all shareholders.
Independent and non-executive directors are encouraged to freely exercise their independent judgment upon reviewing the Company’s strategy, administration, resources utilization, appointment of directors, and operational standards; while also being encouraged to counter balance the acts of management or other directors in any conflicting issues or actions that may otherwise impact the equitability of all shareholders.
If necessary, the Board of Directors may seek advice or professional opinions from external consultants on the Company’s operations, the cost thereto shall be absorbed by the Company.
The Board of Directors shall oversee that a Company Secretary is appointed to assist and administer certain activities of the Company and its Board, such as the shareholders’ meetings, and Board of Directors’ meetings. The Company Secretary shall also advise the Company and its Board on their compliance of requisite duties to applicable rules and regulations, and shall ensure the accurate, complete, transparent and timely disclosure of information by the Company and its directors.
If any of the Board members has any knowledge of material inside information that may impact the price movement of the Company’s stocks, that Board members must refrain from any trading of the Company’s shares for a given period of appropriate timeframe prior to an official public release of such information. No Board members shall disclose such material inside information to other person or persons; any violation thereof shall the carry the legal punishment in connection therewith.
The Board of Directors shall report and update the “Report on the interest of Directors / Executives” to the Company, in compliance with the Company’s regulations.
New Directors should attend an orientation session on the Company’s business operations.
The Board of Directors shall afford the Code of Conduct to be notified company - wise and posted on the corporate website. Such Code of Conduct is deemed a policy on integrity applicable to directors, management and employees who have the duty to understand and comply in accordance with “the Spirit of Integrity”. The superiors are required to equip their subordinates with the knowledge of the Code of Conduct and disciplinary actions to be taken up to termination of employment in case of violation while monitoring their compliance in the line of duty.

The segregation of roles, duties and responsibilities between the Board of Directors and the management

With the purpose of clearly segregating duties and responsibilities between the Board and the management, the Chairman of the Board and the President shall not be the same person. The Chairman of the Board has a duty to oversee activities of the Board of Directors which supervises and governs the management’s business operations. The President is the chief of the management team who manages corporate activities as prescribed by policy guidelines and objectives approved by the Board of Directors. Since the Chairman of the Board and the President is not the same person, the separation of powers provides checks and balance and gives the Chairman of the Board more leeway to perform the duties independently.

In addition, the Board of Directors comprises a lesser number of executive members than non-executive members in a proportionate ratio of 1:6 for the total number of 7 board members. The very minimum number of executive members in the Board of Directors can allow the effective check-and-balance mechanism and guarantee that the Board will not be controlled by the management.

The Chairman of the Board shall chair a meeting and have a duty to allocate sufficient time for each prescribed agenda item, allowing the Board members to freely express their opinions about relevant issues taking into consideration interests of shareholders and stakeholders in a fair and impartial manner. At the meetings, the Chairman of the Board shall summarize important agenda issues for the Board’s review, support and give opportunities to any Board members to express their opinions prior to finalizing of meeting resolutions.

Authority of the Board of Directors

The Board of Directors may authorize any director or directors, or any other person(s) to act on its behalf; and may revoke or amend such authorization. The Board of Directors has the authority to designate, amend and change the authorized director-signatory; and appoint the Board’s sub-committees. Nevertheless, the Board of Directors may entrust the Executive Committee with the authority to perform the duties within the scope of its authority. By so doing, such authorization shall not be in such a way that the authorized persons or their appointees with personal interest are in the capacity to approve transactions of the Company or its subsidiaries with other conflicting interested persons (according to the notifications of the Securities and Exchange Commission of Thailand), except that such transactions are in line with the policy and principles prescribed by the Board of Directors.

Meeting of the Board of Directors

The Board meets regularly, at least once every quarter, and additionally as necessary. The Company schedules the meetings of the Board of Directors and Sub-Committees in advance throughout the year and informs each director of the meeting calendar. Each meeting will take about 1 - 3 hours, availing all directors the opportunities to discuss and give opinions openly.
In holding the meeting of the Board of Directors, the Company usually delivers the meeting invitation for the upcoming Board of Directors meeting with clear details of the meeting agenda and attached supplementary information to the Board members at least 7 days or 5 working days in advance, except for emergencies, to allow them sufficient time to study, review and make the right decision in the proposed issues.
For each Board of Directors meeting, a quorum, as defined in the Company’s regulations is required, that is, not less than half of the directors shall constitute a quorum. In the case where the Chairman is not present at the meeting or not able to perform the duty, the Vice Chairman, if there is any and is able to perform the duty, or any present director selected by the attending directors, to chair the meeting. The decision of the meeting by majority votes will be final.
The Chairman of the Board shall approve the meeting agenda items by consulting with the Company management on such matter. The management shall consider any requests from certain Board members for insertion of such important issues in the meeting agenda for the Board’s consideration.
The Chairman of the Board shall be responsible for appropriate allocation of time for the management to present the documents and information for discussion, as well as for the Board members to discuss the matters of relevance.
During the Board meetings, the Chairman of the Board shall summarize important agenda issues for Board review, support and give opportunities to any Board members to express their opinions prior to finalizing of meeting resolutions.
In reviewing any items on the meeting agenda, Board members with a personal interest or material relationship to such item must excuse themselves from the meeting and take no part in the vote
The Board members are entitled to access or request essential information, advice and assistance from the Company’s management on issues relating to the Company’s operations, and can seek independent opinions from external consultants.
Minutes of each meeting shall be put into writing and submitted to the Board of Directors for consideration of the draft of meeting before certifying the minutes by the Board in the next meeting. In order to provide a convenient reference for the committee and relevant persons, the originals of all documents consisting of the minutes of the meeting shall be kept along with the electronic form, including documentation supporting the meeting agendas. In period October 1, 2018 - September 30, 2019, the Board of Directors covened seven meetings, in which the in which the Senior Executive Vice President - Accounting and Finance and the management involving business development and internal audit attended and reported the business progress. The Board of Directors convened non-executive directors to the Meeting of the Board of Directors No. 5/2018-19 held on 6 August 2019 with respect to Agenda No. 8, in which the Board of Directors, non-executive directors and independent directors discussed general issues relating to the administration and corporate governance.
The Company sets the policy on the quorum of the Board to resolve on the agenda items that at least 2 out of 3 of the total number of directors must attend the meeting

Strategic Planning and Execution

The Strategic Planning and Execution, the Board of Directors provides significant input to the development. In period October 1, 2018 - September 30, 2019, the committee jointly considered the strategic plan for year 2020. The Board of Directors shall monitor the progress of the implementation under the management’s agreed plans. The management shall submit progress reports to the Executive Committee meetings on a monthly basis and the Board of Directors on a quarterly basis.

Remuneration for the Board of Directors

The Board of Directors are appropriately compensated in relation to their assigned roles, duties and responsibilities
The Board shall disclose the report of the Board member remunerations individually and as a collective body, in the Company’s annual report in compliance with its good corporate governance policy.
The remuneration of the Board members shall be proposed by the Compensation and Nominating Committee to the shareholders’ meeting for its approval.

3. Sub-Committees

The Board appointed the following 5 subcommittees to undertake the assigned tasks:

Executive Committee
Audit Committee
Compensation and Nominating Committee
Corporate Governance Committee
Risk Management Committee

The detail of all sub-committees are as follows:

Executive Committee

Composition of the Executive Committee
- The Executive Committee comprises skilled and qualified individuals in management.
- Chairman of the Executive Committee can only be selected from the Board members.
Appointment of the Executive Committee

The members of the Executive Committee are appointed by a resolution of the Board of Directors.
Roles, Duties and Responsibilities of the Executive Committee

The Executive Committee, together with the Company’s management reviews and proposes corporate policy, direction, strategy, objectives, business plan, budget and authority framework of the Company and its subsidiaries to the Board of Directors for their approval. It also oversees and governs the Company’s business operations to be in line with its targeted objectives and approved business plan. The Committee is involved in the approval of the Company and its subsidiaries’ business activities under the framework of authorized power assigned by the Board of Directors. It also scrutinizes matters proposed by the Company’s management for submission to the Board of Directors, if such matters are not within the scope of its proper authority.

Approvals by the Committee shall not involve transactions that the approvers, being either the committee members or its assigned power of attorney, have any material relationship or any conflict of interest or a possible perceived conflict of interest with the Company or its subsidiaries, except for the approvals made in accordance with the permitted policy and authorized regulatory framework which have already been approved by the Board of Directors. (The conflict of interest is defined as prescribed and notified by the Securities and Exchange Commission.)
Remuneration for the Executive Committee

The remuneration of Executive Committee shall be proposed by the Compensation and Nominating Committee to the shareholders’ meeting for its approval.

Audit Committee

The Board of Directors attaches the highest importance to good corporate governance in conducting its business in accordance with all applicable laws and regulations and forges ahead with ethics of accountability, transparency and integrity towards the Company’s shareholders, business partners and customers. To that end, the Audit Committee plays a pivotal role in assisting the Board of directors to fulfill its oversight of the Company’s accounting and financial reporting process. To preserve confidence among all stakeholders in the Company’s operations being carried out in accordance with a code of business ethics, efficient internal controls and the principles of transparency and fairness and in the absence of conflict of interest, the Board of Directors establishes the Charter of the Audit Committee³ governing the following aspects:

Qualifications of the Audit Committee
- The Audit Committee shall give opinions and perform the duties assigned by the Board of Directors independently without having a financial interest in the Company’s property or designation; not being under the influence of any person or group of persons; and not letting any situation impair their due discretion and expression of their opinions.
- Being honest.
- Being accepted for their credibility and accountability.
- Possessing the sound understanding of the principles of management, discretion and decisionmaking skills, problem analytical skills, posing queries right to the point, interpreting and assessing the responses logically.
- Possessing good interpersonal skills;
- Being creative, fully expressing the opinions in the meeting while receptive to others’ opinions as well.
- Not owning more than 1% of the total numbers of shares with the voting rights issued by the Company, its subsidiary companies, affiliates; or not being individuals who might have any conflict. This includes shares of any connected persons to such Independent Directors.
- Not having any involvement in the Company’s management; nor being employees, staffs, or consultants who obtain regular salary from the Company; nor being an individual with controlling authority of the Company, its parent, its subsidiaries, its affiliates, any other subsidiaries of a similar rank level, major shareholders, or person with controlling authority of the Company, as of now and at least two years prior to the Independent Directors’ term of office.
- No direct or indirect blood relationships or any legal relationships (in the manner of parent, spouse, sibling, son or daughter and their spouse) with other directors, executives, major shareholders, person with controlling authority, or persons who will be nominated as directors, executives or will have controlling authority of the Company and its subsidiaries.
- No business relationships with the Company, its parent, its subsidiaries, its affiliates, any other subsidiaries of the similar rank level, major shareholders, or person with controlling authority of the Company that may impair the Independent Directors’ ability to make independent judgments, and neither being nor used to be a significant shareholder or controlling person of any person having a business relationship with the Company, its parent company, subsidiary company, associate company, major shareholder or controlling person, as of now or at least two years prior to the current service term as an Independent Directors, as of now and at least two years prior to the Independent Directors’ term of office.
  - Not the auditor of the Company its parent company, subsidiary company, associate company, major shareholder or controlling person, or a major shareholder, executive director, management, or managing partner of the Company’s auditor.
  - Not the professional consultants of the Company (such as legal advisor, financial advisor, assets appraiser etc.) who provides more than Baht 2 million per year of services to the Company, its parent, its subsidiaries, its affiliates, major shareholders, or person with controlling authority of the Company; nor a major shareholder, executive director, management, or managing partner of the Company’s professional consultants.
  - Have no direct or indirect benefits from or interests in any commercial or business transactions (such as those related to the ordinary course of business, lease or asset lease, assets or services, or financial assistances) with the Company, its parent, its subsidiaries, its affiliates, for a value of more than Baht 20 million or for the amount equivalent to, or more than 3% of the tangible assets of such companies, whichever is the lower amount. The value of such transactions shall be the cumulated one year before the date of such business relationships. The prohibited relationships also include being a major shareholder, executive director, management, or managing partner of any entity that may have such business relationships.
- Not appointed as a representative of the Company’s directors, its major shareholders, or the shareholders who is a related party to the Company’s major shareholders.
- Not undertaking any business in the same nature and in competition to the business of the Company or its subsidiary company or being an executive director, employee, staff, advisor who receives salary or holding shares exceeding one per cent of the total number of shares with voting rights of other company which undertakes business in the same nature and in competition to the business of the Company or its subsidiary company.
- Not having any character which may impair the Independent Directors’ ability to make independent judgments.
Composition of the Audit Committee
The Audit Committee consists of at least three independent directors appointed by the Board of Directors or the shareholders’ meeting, out of which at least 1 member of the Audit Committee must possess enough knowledge and experience in accounting and finance. The member of the Audit Committee who is qualified in this respect is Mr. Chainoi Puankosoom (Please refer to section “Board of Directors and Executives”, on additional information Audit Committee Members’ qualification); The Audit Committee selects one member to be Chairman, and appoints Chief of Internal Audit as ex-officio Secretary to the Audit Committee. In the case that Chief of Internal Audit position is vacated, the Audit Committee shall appoint another qualified person as acting Secretary.
Appointment of the Audit Committee
The Board of Directors or the resolution from Shareholder Meetings appoint an audit committee consisting of Independent Directors whose qualifications meet the requirements of the Securities and Exchange Act, Notifications of Capital Market Supervisory Board and Rules and / or Regulations of the Stock Exchange of Thailand (SET) governing qualifications and scope of responsibilities of the audit committee. In addition to considerable knowledge and experience in the field of accounting and finance, at least one member must have a high degree of expertise in financial reporting able to review the reliability and accuracy of the Company’s financial statements. The tenure of each committee member is 3 years and the same as their tenure as a director on the Board.
Internal control System
The Company underlines the importance of internal control and internal audit, resulting in the formation of an internal audit department under the supervision of the Audit Committee. The department is responsible for reviewing an organization’s business processes, assessing controls and significant issues that draw the Board’s attention, and performing other functions as assigned by the Board. Moreover, the Company fully appreciate the significance of good corporate governance conducive to the increased organizational effectiveness, a high level of reliability, and transparency that are the cornerstone of the Company’s sustainable growth. To that end, the internal audit department shall pass on advice, give an analysis, offer suggestions on problem-solving approaches, and follow up on developments in order to improve the internal controls and achieve the organizational goals of providing maximum benefits to all stakeholders.
Roles, Duties, and Responsibilities of the Audit Committee
The Audit Committee is required to report to the Board of Directors and has the following roles, duties and responsibilities:
- Arrange to review and assure that the Company presents its financial reports with accuracy and adequacy.
- Arrange to review and assure that there are appropriate and effective internal control and audit systems; assess the independence of the internal audit function; as well as endorse the appointment, reshuffling, removal, and termination of Chief of Internal Audit, or any other units responsible for internal audit work.
- Conducting a review of internal controls relating to good corporate governance and anti-corruption policies.
- Arrange to review and assure that the Company has an efficient and effective risk management system in order to mitigate and contain risks at the appropriate level.
- Arrange to review that the Company acts in compliance with the securities and stock exchange laws, the regulations of the Stock Exchange of Thailand, and laws and regulations governing its business operations.
- Assess, select, make relevant proposal for appointment / termination of the independent party to be Company’s auditors, as well as their remuneration, and hold meeting with the auditors at least once a year without the presence of any members of the Company’s management.
- Consider related transactions and transactions that may be perceived as causing any conflict of interests to assure lawful practices and regulatory compliances, as well as rational and maximized corporate interest.
- Arrange to have the Audit Committee Report disclosed and published in the Company’s annual report. The report shall be undersigned by the Chairman of the Audit Committee and include at least the following information.
  - Opinions on the accuracy, completeness and accountability of the Company’s financial statements.
  - Opinions on adequacy of the Company’s internal control system.
  - Opinions on compliance with the securities and stock exchange laws, the regulations of the Stock Exchange of Thailand, and the laws and regulations governing its business operations.
  - Opinions on suitable qualifications of the auditors.
  - Opinions on transactions that may be perceived as causing any conflict of interest.
  - Number of meetings of the Audit Committee and the record of attendance of each Committee member.
  - Opinions or general remarks of the Audit Committee regarding conducting its duties according to the Audit Charter.
  - Other issues under the assigned scope of the Audit Committee’s duties and responsibilities of which shareholders and investors ought to be notified.
- Other tasks assigned by the Board of Directors, and approved by the Audit Committee.
- In conducting its duties, if the Audit Committee discovers or has any doubts that there are any transactions or actions that may materially impact the Company’s financial position and operational performance 1%, the Audit Committee shall report to the Board of Directors for appropriate rectification within the timeframe appropriately prescribed by the Audit Committee.
Meeting of the Audit Committee
The Audit Committee should regularly meet to consider various issues in accordance with its prescribed duties and responsibilities under the following rules:
- The Audit Committee meets quarterly at least four times a year and may additionally call a special meeting as necessary.
- At each Audit Committee’s meeting, at least two thirds of the Committee should be present in order to make a quorum. In the case where any member of the Committee is not able to be present at the meeting, participation via telephone or video conference can be arranged.
- In the case where the Chairman of the Audit Committee is not present at the meeting or being unable to perform the duty, the attending Committee members shall select a member to chair the meeting.
- Each member of the Audit Committee has one vote to cast; and in reviewing any items on the meeting agenda, any member of the Committee who has a personal interest in such item shall take no part in the vote.
- The final decision of the Audit Committee is reached by majority votes without the Chairman taking part in the vote. In the case of equal votes, the Chairman shall cast the final vote.
- The Audit Committee members are entitled to access or request facts and information by inviting the management, internal audit staff, auditors or concerned persons to participate in any agenda items and, if viewed important and necessary, the Audit Committee may invite independent experts and /or professional consultants to attend the meeting.
- The Audit Committee regularly meets with the management or internal audit team at least once a year.
- Meeting agenda and supplementary information shall be completed and delivered to the Audit Committee members at least 7 days prior to each meeting date. The Secretary to the Audit Committee shall take notes and prepare the minutes of the meeting.
Term of Office of the Audit Committee
The Audit Committee shall have three years term of office as from the appointment date or term of service as the Company’s director, and may be reappointed for another term, but not automatically reappointed.

The Expiration of the Audit Committee’s Office Term
- The term of the Audit Committee members shall end upon completion of the term of their directorship, resignation or removal or being disqualified from performing the duties as Audit Committee member.
- In the case where any Committee members intend to resign before due term, they should notify such decision and reasons to the Board of Directors one month in advance to enable the Board of Directors to consider to appoint any qualified individuals as specified in the Charter to replace such vacancy.
Remuneration of the Audit Committee
The Audit Committee shall be appropriately remunerated to correspond with its duties and responsibilities, the amount of which is approved by the shareholders’ meeting and disclosed in the Company’s annual report.

Compensation and Nominating Committee

Compensation and Nominating Committee Nomination
The Board of Directors shall be responsible for selection and appointment of the Compensation and Nominating Committee.
Roles, Duties and Responsibilities of the Compensation and Nominating Committee Nomination
- Define rules and policies for the selection of the nomination of Directors and Sub-Committee members of the Company.
- Review and select quaified candidates to fill the directorship positions in the event of the vacancy thereof, and submit its recommendation to the Board of Directors for approval and/or for reconsideration prior to its further proposal to the shareholder meeting for its approval, whatever the case may be.
- Review and select quaified candidates to fill the senior management positions from the level of the Managing Director or above in the event of a vacancy thereof.
- Review and propose the name list of qualified candidates for the Sub-Committee members to the Board of Directors in the event of a vacancy.
- Review and set necessary and appropriate remuneration and benefit schemes, both in monetary and non-monetary terms, that are suitable incentive for encouraging and retaining the members of the Board of Directors and the members of the Sub-Committees and/or to propose such remuneration and benefit schemes to the shareholders’ meeting for its approval.
- Prepare rules and policies on remuneration of the Board of Directors, the Audit Committee, and the Nomination and Compensation Committee itself to submit to the Board of Directors and / or the shareholders’ meeting for its approval, whatever the case may be. The consideration criteria shall be based on the Company’s operational performance, the scope of duty and responsibility of each of the committees, as well as experience, knowledge, and responsibility of the directors and committee members in comparison to other companies in the same industry.
- Review and set necessary and appropriate remuneration and benefit schemes, both in monetary and non-monetary terms that are suitable incentive for encouraging and retaining the senior management from the level of the Managing Director or above. The consideration criteria shall be based on assessments of their work dedication and the Company’s operational performance.
- Provide explanations and answers to the shareholders’ questions on directors’ remunerations in the shareholders’ meeting.
- Undertake any other tasks as may be assigned by the Board of Directors and approved by the Compensation and Nominating Committee.
Remuneration for the Compensation and Nominating Committee
The Board of Directors shall set the Committee’s remuneration and propose this to the shareholders’ meeting for its approval.

Corporate Governance Committee

Appointment of the Corporate Governance Committee
The members of the Corporate Governance Committee are appointed by a resolution of the Board of Directors.
Roles, Duties and Responsibilities of the Corporate Governance Committee
- of good corporate governance policy; business ethics; policy, practice guidelines and a sustainable management which includes undertaking to take care of all stakeholders, society, communities, and environment; and any other policies and practice guidelines in support of the Company’s business conducts in accordance with its corporate governance.
- Oversee that the Company’s management applies the guidelines mentioned in (1) above to continually develop the Company’s business conducts in parallel with the universal practice guidelines in accordance with the good corporate governance recommended by the regulating agencies, such as the Stock Exchange of Thailand, and the Office of Securities and Exchange Commission.
- Disclose the principles of good corporate governance and best practices in relation to all stakeholders, such as the Company, shareholders, creditors, employees, customers, business partners, society and environments.
- Give advice to the working team in preparing for good corporate governance rankings undertaken by an external and neutral agency
- Give advice and suggestions to the working team in establishing the corporate governance framework to oversee the Company’s anti-corruption undertakings.
- The committee can call relevant persons or appropriate persons to participate in meetings or to provide further clarification of issues in question.
- Review and update the charter of the Corporate Governance Committee⁴ and propose it to the Board of Directors for approval; Undertake any other tasks as may be assigned by the Board of Directors.
Remuneration for the Corporate Governance Committee
The remuneration of Corporate Governance Committee shall be proposed by the Compensation and Nominating Committee to the shareholders’ meeting for its approval.

Risk Management Committee

Appointment of the Risk Management Committee
The members of the Risk Management Committee are appointed by a resolution of the Board of Directors.
Roles, Duties and Responsibilities of the Risk Management Committee
- To prescribe strategies and policies, as well as setting targets of risk management of the entire organization, for use as guidelines for effective risk management by the Management so that it be carried out in the same direction
- To prescribe the frame of integrated risk management which shall cover major risks of the business, such as, business risk and operational risk, etc.
- To laydown risk management system so as to reduce any effects that may occur to the business operations of the Company permanently, including arrangement for regular risk assessment.
- To prepare and approve suitable risk management plan, by assessing risk factors that may affect the business operations of the Company, and prepare risk management plan at all levels through brainstorming among the executives and staff from.
- To develop the efficiency risk management and examine it for suitable risk management
- To encourage the executives and staff so that they be aware of the importance of management and administration of risks that may cause the Company not being able to achieve its targets including to persuade into the risk management at all levels of the organization, while at the same time embedding it as a culture of the organization.
- To monitor the progress in complying with the risk management plan of the Company, and provide advices and recommendations in regard to risk management.
- To communicate with the Audit Committee about significant risks that may affect the internal control
- To report to the Board of Directors of the risks and the progress of management such risks.

4. Nomination and Appointment of Directors and Top Executives

Directors

Compensation and Nominating Committee has taken into consideration the following factors in establishing the guidelines to screen the director-nominees:

Prerequisite qualifications
The Nominating Committee should consider and define the specific characteristics of the director-nominees, such as integrity and accountability, information and rationality based decision-making, maturity and steadiness, good listening and assertive expression of different opinions, independence, working by principles and professional standards, and other characteristics deemed essential.
Skills and Expertise
The Compensation and Nominating Committee should consider and define the skills and expertise in the areas required in the directors to enable the Board to establish policy as well as to effectively monitor the execution.
Director Diversity
The Compensation and Nominating Committee explores the development of guidelines and criteria, which the breadth and diversity of qualifications of the Directors such as age, knowledge, expertise, experience and skills, (both hard skills and soft skills (Board Skill Matrix)), are incorporated into the determination of qualifications required for director nominees. The Committee shall consider the appropriate mix of skills and expertise to make up for the management deficiencies and replenish competence needed for the Company’s successful business operations. Moreover, the Compensation and Nominating Committee uses the Board Skill Matrix as a tool for evaluating knowledge and competence of existing directors and nominees to replace the outgoing workforce. The content of guidelines is categorized into 3 sections as listed below:
- Macro-management Expertise
  
  Expertise is required in different areas: business or the company’s related industry expertise, management expertise, human resource expertise, economic and investment expertise, strategic planning expertise, public relations and marketing expertise, foreign affairs expertise, and risk management expertise.
- Specific Knowledge, Experience or Expertise
  
  Three areas of specific expertise are required: 1) legal expertise, including knowledge of government regulations relating to business operations, 2) accounting and finance expertise. Director-nominees must have knowledge and understanding of financial statements, accounting standards or be/used to be a member of audit committee of listed companies, and 3) expertise in transportation, real estate and engineering, which adds diverse dimensions to the Board and facilitates the performance of the Board’s duties to achieve the maximum efficiency in the Company’s business operations.
- Corporate Governance Expertise
  
  The expertise can be specified into 2 areas, which are 1) the expertise in corporate governance to define the policy and 2) related guidelines, and the expertise in all stakeholders’ treatment.

Appointment and selection of Executive Directors (Succession Plan)
The Board of Directors shall be responsible for selecting and nominating qualified candidates to fill executive positions, e.g. directors, members of sub-committees and the President, in order to maintain a continuous level of quality in management and leadership. The Company establishes succession plans for key executive positions in an appropriate and transparent manner to ensure that the Company brings into the fold executive directors who have a high level of professionalism and managerial independence from dominant shareholders and other stakeholders. The Committee selects, grooms and prepares promising candidates who have required qualifications, knowledge, experience and capabilities for career growth prospects and executive positions through a talent assessment and development process. Potential successors are to be coached according to individual growth plans, based on a range of knowledge, skills and capabilities, and exposed to challenging assignments and job rotation to enhance leadership skills and expand professional knowledge. The succession planning and internal talent development programs are designed to identify talented employees at all levels and prepare them to fill open positions to guarantee the efficient and timely continuity of the Company’s business operations.

The Company is actively engaged in sound succession plans and internal talent development for unforeseen changes in leadership, especially senior management and personnel in key positions. The Company selects high-caliber successors from the internal talent pool, examines promotion prospects according to agreed requirements on a yearly basis, and grooms individuals, at both entry- and mid-level, with excellent performance and potential to advance towards key positions. Based on the selection criteria, future nominations shall be under consideration of the Nominating Committee, which consists of the President, CEOs, or middle management. The Committee also uses a skill matrix for the identification and development of high potential individuals with the appropriate mix of skills and expertise to make up for the management deficiencies and replenish competence needed for the Company’s successful business operations.

Policy and practice guidelines regarding directorship in other companies

The President shall obtain prior approval from the Board of Directors to hold directorship in other companies that does not conduct a business in conflict with the Company’s interest.

5. Company Secretary

Roles, Duties and Responsibilities of the Company Secretary

Undertake its duty with responsibility, cautiousness, honesty, and in accordance with applicable laws and regulations
Manage and coordinate the meeting of the Board of Directors, the meeting of the Sub-Committees, and the shareholders’ meeting. It also oversees that actions are taken in compliance with the Company’s objectives and regulations, the Board’s resolutions, the resolutions of the shareholders’ meeting, as well as in accordance with applicable laws and regulations.
Prepare, keep, and safeguard the Company’s documents such as director record, notification of meeting invitation, minutes of the Board of Directors’ meeting, minutes of the shareholders’ meeting, annual report etc.
Keep and safeguard the report on the interest of Directors and Executives, and submit such report to the Chairman of the Board and the Chairman of the Audit Committee within 7 business days from the date of its receipt.
Other actions prescribed by the Capital Market Supervisory Board

6. Orientation / Development of Directors and Executives

Knowledge Development
The Company supports the participation of its Board members, executives and employees in relevant training and seminars as a part of its knowledge development. Such training and seminars include the courses organized by the Thai Institute of Directors, the Stock Exchange of Thailand, the Office of the Securities and Exchange Commission, and other relevant agencies.

Orientation of Directors and Executives
The Company organizes the orientation session for the newly appointed directors to equip them with the knowledge of the Company’s policy, nature of business, historical background, office location and branch office, corporate culture. The presentation, together with the relevant handouts on the organization structure, corporate governance policy, and internal control system is conducted by the President and Company Secretary as well.

The Board of Directors supports and encourages its Board members to enhance knowledge to improve their functional efficiency. The Company supports the participation of its Board members in relevant training and seminars organized by the Thai Institute of Directors, the Stock Exchange of Thailand, or other relevant agencies, on a continual basis, both in respect of duties and responsibilities or new management philosophy to enable all directors to continually broaden their horizons and improve functional performance, as well as to apply such knowledge suitably and correspondingly to their performance improvement and for the interest of the Company. In 2019, the directors / executives attended the following training and seminar:

Director / Executives / Company Secretary	Position	2019 Training Course
1. Mr. Thanapol Sirithanachai	Executive Committee / Corporate Governance Committee / Risk Management Committee / President	Diploma, National Defence College, The National Defence Course Class 61
2. Mr. Saenphin Sukhee	Executive Committee / Risk Management Committee / Managing Director	Fulfillment of the Requirements for the Programme of Senior Executives on Justice Administration Batch 23 National Justice Academy Judicial Training Institute
3. Mr. Somboon Wasinchutchawal	Executive Committee Risk Management Committee / Senior Executive Vice President- Accounting and Finance	Strategic Financial Leadership Program (SFLP) 2019
4. Ms. Prasnee Surastian	Company Secretary Executive Vice President - Corporate Strategy and Investment	Beyond regulations: Tips for effective MD&A reporting TLCA IR Conference 2019: “Engaging your stakeholders through effective communications”

7. Corporate Governance for the Company’s Subsidiaries and Affiliates

The Company has seconded its corporate representatives to be the Directors, Executives and Executives with controlling authority in its subsidiaries and affiliates in accordance with its proportionate shareholding quota, to oversee business operations of its subsidiaries and affiliates. (See section “Shareholding Structure of the Company’s Group” and section “Detailed information on directors of the Company’s subsidiaries”) The Directors and Executives of the Company can take the assigned positions as Directors, Executives and Executives with controlling authority in the Company’s subsidiaries and affiliates, subject to conditions as prescribed by the regulations of the Securities and Exchange Commission and other relevant authorities, as well as any appropriate approvals from the Board of Directors.

The persons who are assigned to be Directors, Executives, and Executives with controlling authority in the Company’s subsidiaries and affiliates shall have the duty to best serve those entities. In addition, for any resolution or any vote casting on important matters of the Company’s subsidiaries and affiliates, which require the Company’s Board of Directors’ approval, if required to be undertaken by such subsidiaries and affiliates, the assigned Directors and Executives must seek appropriate approval from the Company’s Board of Directors prior to the making of such resolution or casting of any such vote on those important matters.

In case of a subsidiary, an appointee must ensure that the subsidiary maintains data archives, properly records accounts to facilitate the Company’s process of preparing consolidated financial statements in a timely manner, and adopts the regulations on connected transactions in alignment with the Company’s policies.

8. Internal Control

The Audit Committee has performed its duties in reviewing the assessment of the Company’s internal controls and provided its suggestions to the Company’s management for the relevant improvement of the internal control system to suit the Company’s business operation, as well as recommended the preparation of the standardized work manuals for each department to enhance operational efficiency and effectiveness. In addition, it also carried out a review to ensure that the Company’s accounting system and financial reports are accurate, accountable, and in strict compliance with laws, regulations, and rules related to the business operations of the Company. In every quarterly meeting of the Board of Directors, the Board paid consistent attention to the reporting on the internal control and instructed that the opinions of the Audit Committee on the internal control and is one key agenda in the meeting.

Every year the Audit committee shall regularly hold its quarterly meetings with the Company’s independent auditors and its internal auditors to follow up and inquire about the Company’s internal control system. The Company’s Board of Directors and the Audit Committee both agree that the internal control systems of the Company and its subsidiaries are presently adequate and appropriate.

9. Performance Evaluation of the Board of Directors and Sub-Committees (as a whole and on an individual basis)

The Board of Directors has passed the resolution approving the performance evaluation form for selfevaluation of the Board and its sub-committees (as a whole and on an individual basis), whereby the performance evaluation shall be conducted at least once annually and the performance evaluation summary report is to be prepared accordingly. Such undertaking shall include the self-evaluation of the Audit Committee, the Executive Committee, and the Compensation and Nominating Committee as well, as part of the framework for auditing and improving the performance.

Performance Evaluation of the Board of Directors and Sub-Committees (as a whole and on an individual basis)

At the end of the year, the Company Secretary and Secretaries to respective sub-committees, which are the Audit Committee, the Executive Committee, the Compensation and Nominating Committee, and Risk Management Committee, will deliver the annual performance evaluation form to each Board and subcommittee member to self-evaluate and return same to the respective secretaries for compilation and preparation of the evaluation result to report to the Board of Directors and/or each sub-committee accordingly.

Scoring Criteria for Performance Evaluation of the Board of Directors and Sub-Committees (as a whole and on an individual basis)

Evaluation Scoring	Range
85-100	Outstanding / Excellent
75-85	Good
65-75	Satisfactory
50-65	Fair
under 50	Needs improvement

Performance Evaluation Items for the Board of Directors and its Sub-Committees

The performance evaluation form includes the following main items:
- Structure and qualifications of the Board of Directors;
- Roles / duties and responsibilities of the Board of Directors;
- Board meetings;
- Board performance;
- Relationship with the management;
- Director’s self-improvement and executive development.

Summary of 2019 Performance Evaluation Items for the Board of Directors and its Sub-Committees

Committee	Average Score	Description
1. Board of Director
Committee basis	91.98%	Best - Excellent
Individual basis	94.89%	Best - Excellent
2. Audit Committee
Committee basis	100.00%	Best - Excellent
Individual basis	100.00%	Best - Excellent
3. Compensation and Nominating Committee
Committee basis	97.37%	Best - Excellent
Individual basis	95.45%	Best - Excellent
4. Executive Committee
Committee basis	92.50%	Best - Excellent
Individual basis	88.18%	Best - Excellent
5. Corporate Governance Committee
Committee basis	99.07%	Best - Excellent
Individual basis	99.24%	Best - Excellent
6. Risk Management Committee
Committee basis	85.19%	Best - Excellent
Individual basis	85.61%	Best - Excellent

10. Auditor’s remuneration

Audit Fee
The Company and its subsidiaries paid audit fees to KPMG Phoomchai Audit Ltd., an audit office which the auditor is affiliated with.

Audit Fee	2019	2018	2017¹
1. Annual audit fees and quarterly review fees for the separate and consolidated financial statements of the Company	1,350,000	1,320,000	1,000,000
2. Annual and quarterly audit fees of subsidiaries	5,450,000	5,350,000	4,900,000
Total audit fees of the Company and all subsidiaries	6,800,000	6,670,000	5,900,000

Note: ¹for the period January - September 2017

In this regard, the auditing firm company and the auditor does not have any relationship or interest with the Company, its subsidiaries, executives, major shareholders or those related to the said person. The annual audit remuneration will be presented to shareholders for approval at all times.

Non-audit Fee

Other service fees	2019	2018	2017¹
1. Consulting fee	337,500	330,000	520,000
2. Accounting standard training fee	-	79,612	-

Note: ¹for the period January - September 2017

11. Compliance with other good corporate governance principles

The Chairman of the Board and the President are not the same person; it is to separate the responsibilities between the Board of directors and management. The Chairman is in charge of the Board of directors and directors and responsible for overseeing the management team, while the President is the head of management and accountable for administration following the policies and targets approved by the Board of directors. Also, the Chairman of the board is not the same person as the President, which leads to a balance of power, and the Chairman can act independently.
Also, the composition of the Board of directors consists of fewer executive directors than non-executive directors in the ratio of 1:6 from the total number of 7 directors in the Board. The minimum number of executive directors in the Board of directors is balanced and ensures that the Board will not be dominated by management.

Summary of the meeting attendance of the Board of Directors for the year 2019

Name list of directors	Attendance / total meeting
Name list of directors	Board of Directors	Audit Committee	Remuneration and Nomination Committee	Corporate Governance Committee	Executive Committee
1. Mr. Wanchai Sarathulthat¹	7 / 7	1 / 1	2 / 2	1 / 1
2. Mr. Panote Sirivadhanabhakdi²	3 / 7		2 / 2		10 / 13
3. Mr. Thapana Sirivadhanabhakdi	5 / 7
4. Mr. Chotiphat Bijananda	5 / 7
5. Mr. Sithichai Chaikriangkrai	7 / 7				13 / 13
6. Mr. Udom Puasakul	7 / 7	4 / 4
7. Mr. Thanapol Sirithanachai	7 / 7			2 / 2	13 / 13
8. Mr. Chainoi Puankosoom³(resigned)	5 / 5	4 / 4		2 / 2
9. Mr. Chinnavat Chinsangaram¹(resigned)	2 / 2	2 / 2		2 / 2

Remark:
¹Mr. Wanchai Sarathulthat has been appointed to be a member of Audit Committee and Corporate Governance Committee replace Mr. Chinnavat Chinsangaram who resigned from the Company’s director, effective from 17 April 2019 according to resolution of the Board of directors’ meeting on 10 May 2019

²Mr. Panot Sirivadhanabhakdi has joined the Board of directors’ meeting via call conference 3 times during his other duty out of Thailand, which the law is not allowed to count as a quorum due to the announcement of the National Council for Peace and Order No. 74/2557 regarding the meeting via electronic media. Stipulates a meeting that the law requires able to be done via electronic media and shall be regarded as a lawful meeting. Under important conditions are at least one-third of the meeting participants must be in the same meeting place. And all attendees must be in the Kingdom of Thailand. Therefore, the director’s attendance was officially recorded as above in spite of his full attendance 6 times.

³Mr. Chainoi Puankosoom resigned from the directorship of all positons on 19 September 2019. Since Frasers Property (Thailand) Public Company Limited (“FPT”) has acquired a majority of the company’s shares. Resulting in the company is a subsidiary of “FPT” and Mr. Chainoi Puankosoom is the Chairman and Audit Committee of Fraser Property (Thailand) Public Company Limited. Audit Committee Position of Golden Land Property Company Development Public Company Limited can be no longer because it is against the rules regarding the qualifications of the audit committee as specified by the Capital Market Supervisory Board.

Securities holdings of directors and executives

Director / Executive	As of September, 2019							Total 30/09/18	Change increase (decrease)
	Number of shares held by directors / executives			Number of shares held by related persons*			Total 30/09/19
	Early in the year	During Period	End of the year	Early in the year	During the year	End of the year	Total 30/09/19
Directors
1. Mr. Wanchai Sarathulthat	-	-	-	-	-	-	-	-	-
2. Mr. Panote Sirivadhanabhakdi	-	-	-	-	-	-	-	-	-
3. Mr. Thapana Sirivadhanabhakdi	-	-	-	-	-	-	-	-	-
4. Mr. Chotiphat Bijananda	-	-	-	-	-	-	-	-	-
5. Mr. Sithichai Chaikriangkrai	-	-	-	-	-	-	-	-	-
6. Mr. Udom Puasakun	-	-	-	-	-	-	-	-	-
7. Mr. Thanapol Sirithanachai	-	-	-	-	-	-	-	-	-
Executives
1. Mr. Thanapol Sirithanachai	-	-	-	-	-	-	-	-	-
2. Mr. Somboon Wasinchutchawal	-	-	-	-	-	-	-	-	-
3. Mr. Saenphin Sukhee	-	-	-	-	-	-	-	-	-
4. Ms. Prasnee Surastian	-	-	-	-	-	-	-	-	-
5. Mr. Withawat Koottatep	-	-	-	-	-	-	-	-	-
6. Mr. Theppasak Noppakornvisate	-	-	-	-	-	-	-	-	-
7. Ms. Thiranant Kornsritipa	-	-	-	-	-	-	-	-	-

Corporate Governance

Golden Legend

The Grand

Golden Prestige

Golden Village

Golden Neo

Golden Avenue

Golden City

Golden Town

Golden Avenue