Corporate Governance Policy
---------------------------------------------------------------
A2 Technology Co., Ltd. and its affiliates has given importance to good corporate governance in accordance with Principles set out by the Securities and Exchange Commission (“SEC”) and are strongly committed to continually enhancing good corporate governance. for the company It is an efficient organization in running business and has good management which focuses on building confidence and maximum benefits to shareholders, stakeholders adhere to morality Business Ethics The disclosure of information is sufficient, appropriate, accurate and complete. transparent and verifiable for the company can be competitive and have good long-term performance as well as continuous and sustainable growth
In this regard, the Board of Directors Therefore, a good corporate governance policy has been established in line with the principles of Good Corporate Governance for Listed Companies Year 2017 (Corporate Governance Code for Listed Companies 2017), which has laid down 8 main principles of practice for the Board of Directors, executives and all employees.
Levels are adhered to as guidelines as follows.
Principle 1 : Realize the roles and responsibilities of the Board of Directors. As an organization leader that creates sustainable value for the business.
1.1 The board should understand its role and be aware of its responsibilities as a leader to overseeThe organization has good management. which covers.
1.1.1 Determination of objectives and goals.
1.1.2 Strategy Formulation operating policy as well as allocating important resources to achieve objectives and goals.
1.1.3 Monitoring, evaluating and overseeing the reporting of operating results.
1.2 Creating value for sustainable businesses The board should supervise the business to lead to results. (Governance Outcome) at least as follows.
1.2.1 Can compete and has good operating results taking into account the long-term impact.
1.2.2 Conduct business with ethics Respect the rights and responsibility to shareholders and stakeholders have a stake.
1.2.3 Benefit to society and develop or reduce the environmental impact.
1.2.4 Adaptable under change factors.
1.3 The Board of Directors is responsible for ensuring that all directors and executives perform their duties responsibly. Be careful (Duty of Care) and be honest to the organization (Duty of Loyalty) and ensure that Operate in accordance with the laws, regulations and resolutions of the shareholders' meeting.
1.4 The board should understand the scope of duties and responsibilities. and define the scope of assignment Duties and responsibilities are clearly given to the President and Management. as well as monitor and supervise the performance of duties as assigned.
Principle 2 :Determine the objectives and main goals of the business for sustainability.
2.1 The board should determine or supervise the objectives and main goals of the business (Objective). go for sustainability which are objectives and goals that are consistent with creating value for both the business, customers, stakeholders and society as a whole.
2.2 The Board should ensure that objectives and goals as well as strategies in The medium and/or annual period of the entity is consistent with the achievement of objectives and The main objective of the business is the safe and appropriate use of innovation and technology.
Principle 3 :Strengthen Effective Board of Directors.
3.1 The board should be responsible for defining and reviewing the board structure. both in terms of the size of the elements Independent Directors appropriate and necessary to lead the organization to the objectives and main goals set.
3.2 The board should select a suitable person to be the chairman of the board. and to ensure that the composition and operations of the Board of Directors facilitate independent decision-making.
3.3 The board should supervise the nomination and selection of directors to have a transparent and clear process in order to obtain the board of directors whose qualifications are consistent with the specified elements.
3.4 In proposing the Board of Directors' remuneration for shareholders' approval The Board should consider the structure and remuneration rates appropriate to the responsibilities and incentives for the Board to lead the organization to achieve both short-term and long-term goals.
3.5 The board should supervise that all directors are responsible for performing their duties and allocate sufficient time.
3.6 The board should oversee that there is a framework and mechanism for overseeing policies and operations of subsidiaries and other businesses in which the company has invested significantly. at an appropriate level for each business including subsidiaries and other businesses in which the Company invests with the same understanding.
3.7 The board should provide an annual performance assessment of the sub-committees. and individual directors The results should also be used for further performance development.
3.8 The board should supervise the board and each committee member to have knowledge and understanding of their roles and responsibilities. nature of business and laws related to business operations, as well as encouraging all directors to receive skills and knowledge for the performance of their duties on a regular basis.
3.9 The Board should ensure that the Board's operations are in order with access to the necessary information. and has a company secretary who has knowledge and experience necessary and appropriate to support the Board's operations.
3.9 The Board should ensure that the Board's operations are in order with access to the necessary information. and has a company secretary who has knowledge and experience necessary and appropriate to support the Board's operations.
Principle 4 :Recruiting and developing high-level executives and personnel management.
4.1 The board should ensure that the President and senior management are recruited and developed with the knowledge, skills, experience and attributes necessary to drive the organization towards its goals.
4.2 The board should oversee that an appropriate compensation and evaluation structure is established.
4.3 The board should understand the structure and relationship of shareholders that may affect the management and operations of the business.
4.4 The board should monitor the management and development of personnel to have the number of knowledge, skills, experience. and appropriate motivation.
Principle 5 :Promote Innovation and Responsible Business Operations.
5.1 The board should focus on and support the creation of innovations that to create value for the business along with Creating benefits for customers or related parties and is responsible for society and the environment.
5.2 The board should monitor and ensure that the management operates business in a socially and environmentally responsible manner. and reflected in the Operational Plan to ensure that all departments of the organization operate in accordance with the objectives, main goals and strategic plans of the business.
5.3 The board should ensure that the management allocate and manage resources in an efficient and effective manner. Taking into account impact and resource development along the Value Chain in order to achieve sustainable objectives and goals.
5.4 The board should establish an organization-level information technology governance and management framework that is consistent with the needs of the entity. as well as to ensure that they are used to increase business opportunities and develop operations risk management to enable the entity to achieve its main objectives and goals.
Principle 6 :Ensure that there is an appropriate risk management and internal control system.
6.1 The Board should ensure that The Company has a system of risk management and internal control to effectively achieve its objectives. and complies with relevant laws and standards.
6.2 The Board shall establish an audit committee capable of performing duties efficiently and independently.
6.3 The board should monitor and manage any conflicts of interest that may arise between the company and the management, the board of directors or shareholders. including the prevention of unreasonable use of assets information and opportunities of the Company, and transactions with persons who have an improper relationship with the Company.
6.4 The Board should ensure that clear anti-corruption policies and guidelines are formulated and communicated at all levels of the organization and to outsiders for their practical implementation.
6.5 The board should ensure that the business has a mechanism for receiving complaints and taking action in case of clues.
Principle 7 :Maintain Financial Trust and Disclosure.
7.1 The Board is responsible for ensuring that the financial reporting and disclosure systems are accurate, adequate, timely and in accordance with relevant rules, standards and guidelines.
7.2 The board should monitor the adequacy of financial liquidity and debt repayment capability.
7.3 In the event that the business faces financial problems or is likely to encounter problems, the board should ensure that The entity has a plan to resolve the issue or has other mechanisms to resolve the financial problem. stakeholders.
7.4 The Board should consider preparing a sustainability report as appropriate.
7.5 The board should supervise the management to establish a unit or person responsible for investor relations to communicate with shareholders. and other stakeholders such as investors, analysts, in an appropriate, equitable and timely manner.
7.6 The committee should encourage the use of information technology in disseminating information.
Principle 8 :Encourage participation and communication with shareholders.
8.1 The board should ensure that Shareholders are involved in making decisions on important matters of the company.
8.2 The board of directors should ensure that the proceedings on the date of the shareholders' meeting are carried out smoothly. transparent, efficient and allowing shareholders to exercise their rights.
8.3 The board should ensure that the disclosure of the meeting resolutions and the preparation of the minutes of the shareholders' meeting is accurate and complete.
