Report of Corporate Governance and Sustainability Development Committee
To Shareholders
The Corporate Governance and Sustainability Development Committee consists of 4 directors. The Chairman of the Corporate Governance and Sustainability Development Committee is an independent director. In 2022, the Corporate Governance and Sustainability Development Committee held 1 meeting. It is responsible for corporate governance of the Company in accordance with good corporate governance principles under the good corporate governance principles of the Stock Exchange of Thailand and the international principles of the Organization for Economic Cooperation and Development (OECD). The Corporate Governance and Sustainability Development Committee focuses on and is committed to improving operational efficiency in good corporate governance to be effective. The Committee conducts administration with transparency, fairness and traceability and monitors the implementation under the good corporate governance plan by adhering to the code of conduct for sustainable growth. The duties of the Corporate Governance and Sustainability Development Committee also include operations on anti-corruption, creation of fairness and responsibilities to stakeholders, such as employees, customers, business partners, communities, contractors, shareholders, society, environment and government agencies, and paying attention to sustainability management in economic, environmental, social and governance aspects. The substances can be summarized as follows:
  1. Rights of Shareholders and Equitable Treatment of Shareholders
    • Supervising and offering opportunities to shareholders to propose and append agenda items and inquiries in advance and nominate an person for election of directors in advance from September 13, 2022 to November 14, 2022.
    • Due to the uncertain circumstances of the coronavirus disease 2019 (COVID-19) outbreak, the Company recognizes and cares about the health and safety of shareholders. Therefore, the 2022 Annual General Meeting of Shareholders was held through electronic media only (e-Shareholder Meeting). Sufficient information, date, time, venue, agenda, and entire information relating to decision matters were provided to the shareholders in advance in a timely manner. All shareholders, including institutional investors, were facilitated and encouraged to attend the Company's shareholders' meeting and fully cast a vote. As a result, the Company received scores from the quality assessment of the Annual General Meeting of Shareholders (AGM Checklist) at the excellent level for the 10th consecutive year. and Investor’ Choice Award for the 2022 form Thai Investors Association.
    • Supervising and notifying shareholders to acknowledge the rules of the meeting in advance in both Thai and English through the website and submitting the invitation letter in advance in order to provide opportunities to shareholders and institutional investors to study details of each agenda and prepare the proxy documents for not less than 30 days and publishing the notice of the Shareholders’ Meeting in the newspaper for 3 consecutive days at least 3 days before the date of meeting.
    • Supervising the preparation of meeting agenda to include objectives and reasons of each agenda and opinions of the directors of each agenda clearly.
    • Supervising attendees who are eligible to attend meetings to verify their identity and agree to comply with the meeting requirements through electronic media and representatives from the company of DAP e-Shareholders Meeting program developer also participated in the meeting to support the system of meeting via electronic media on the date of the Annual General Meeting of Shareholders and disclosing the resolution of the Annual General Meeting of Shareholders with voting results after the meeting adjourned by notifying the Stock Exchange of Thailand and disclosing them on the Company's website by the end of the day after the meeting adjourned.
    • Facilitating foreign shareholders by preparing documents in 2 languages, Thai and English and creating a website of the Company (www.supalai.com) in 2 languages to provide publishing services to interested shareholders.
    • All directors, executives and employees are required to prepare a report on conflict of interest. In 2022, there was no significant conflict of interest.
    • All directors and executives are required to be responsible for reporting their holdings and changes in securities according to laws. The Company Secretary regularly collects and reports to the Board of Directors' Meetings every quarter.
    • Supervising the implementation according to practices on insider trading by prohibiting directors, executives and employees involved in information from trading the Company's securities during 1 month prior to the publishment of the financial statements for the public.
    • Information on connected transactions must be completely disclosed in the Annual Registration Statement/Annual Report (Form 56-1 One Report) However, if there is a connected transaction, such transaction must be approved by the Board of Directors before implementation. In addition, information on transaction details, transaction value, reasons and necessity is disclosed in the Annual Registration Statement/Annual Report (Form 56-1 One Report) in accordance with the regulations of the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission, Thailand. The Audit Committee also attends the meeting to consider and ensure the fair and reasonable connected transactions
  2. Taking into Account Roles and Business Development for Sustainability
    • Supervising the preparation of code of conduct for suppliers and reviewing supplier policy to demonstrate the Company's commitment to supporting supply chain management and developing it concretely; In 2022, supervising self-assessment of suppliers in terms of supply chain management. Ethical and socially responsible operations are the development of work processes to create value for all stakeholders and long-term value with suppliers and enhance the Company's competitive advantage sustainably.
    • Ensuring that there is a channel for reporting clues or complaints from illegal acts or corruption offences or offences of violation of business ethics or any violation of human rights; Complaints can be made via telephone number 1720 or by e-mail to the Internal Audit Department (e-mail: anti-corruption@supalai.com), which are reported directly to the Independent Director Committee.
    • The Company is committed to developing the Company and its stakeholders in all aspects to grow sustainably together by focusing on environment, society and governance and adhering to the principles of operation in accordance with sustainability criteria.
    • The Company promotes and supports SME suppliers and announces its intention to become a CAC member in order to create a sustainable supply chain network. In 2022, the Company received the CAC Change Agent Award from the Thai Private Sector Collective Action Against Coalition (CAC).
  3. Information Disclosure and Transparency
    • Providing the disclosure of Annual Registration Statement/Annual Report (Form 56-1 One Report) as well as the report of quarterly operating results, financial statements, and important information for shareholders, investors and the general public, which contain all complete, adequate and reliable substances in a timely manner through various channels, such as the Stock Exchange of Thailand system, and the Company's website (www.supalai.com) in both Thai and English versions.
    • Supervising and disclosing the performance of sustainable development through the Annual Registration Statement/Annual Report (Form 56-1 One Report) on the topic of sustainable business driving under Global Reporting Initiative (GRI) Standards - Core Option in order to reflect the factors affecting the Company's sustainable business operations in economic, environmental, social and corporate governance.
  4. Responsibilities of the Committee
    • Supervising IT Governance and reviewing the personal information protection management process to be suitable for the nature of the Company's business and in accordance with legal requirements. In 2022, the policy on shareholder privacy was established and published on the Company's website.
    • Supervising the annual performance evaluation of the Board of Directors, Sub-committees and Independent Director Committee and the Self-Assessment of the Board of Directors, Sub-committees, and Independent Director Board and the annual performance evaluation of the Company's top management.
    • Reviewing the policy on sustainability management, the environmental and social policy and practices, supporting the action plan to balance 3 dimensions of economy, society and environment in an integrated way under the principles of good governance while collaborating with stakeholders to drive sustainable operations.
    • Encouraging the Company's directors to attend trainings
  5. Corporate Governance Awards
    • The Company was ranked in the category of “Excellence” for the 10th consecutive year based on the survey results of the Good Corporate Governance of Listed Companies in 2022 organized by the Thai Institute of Directors Association collaborating with the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission, Thailand.
      The Corporate Governance and Sustainability Development Committee is still committed to developing transparent operations on corporate governance to be a good model as the Corporate Governance and Sustainability Development Committee absolutely believes that the management based on the rule of laws, integrity, transparency, traceability and continuous improvement of good corporate governance, including the emphasis on the highest responsibility to the stakeholders, will cause the organization to grow sustainably and build confidence to shareholders and all stakeholders.