Supalai Public Company Limited has set requirements that the directors and executives report to the Company on their own or their related person?s vested interest relating to the management of business of the Company or its subsidiaries pursuant to Section 89/14 of the Securities and Exchange Act B.E. 2535 (1992) amended by the Securities and Exchange Act (No. 4) B.E. 2551 (2008). Such report shall constitute information to support the Company?s operations according to the requirement regarding connected transactions, which are transactions that may cause conflict of interest and lead to the siphoning of interest of the Company and its subsidiaries. The directors and executives must also perform their duties with due care and honesty, and they shall make decision on the Company?s matters without vested interest either directly or indirectly. The information in such report is, therefore, beneficial in monitoring and ensuring that the directors and executives perform their duties in accordance with such principles. This policy has been adopted in line with the resolution of the Board of Directors? meeting No. 12/2555 held on 18 December 2012, which comprises the following details
Company means Supalai Public Company Limited.
Limited companies or public limited companies having the power to control the business.
Limited companies or public limited companies of which the business is controlled by the subsidiary under Clause 1.
Limited companies or public limited companies of which the business is controlled in succession beginning from the power of the subsidiary under Clause 2.
Affiliated company means One public limited company having relationship with one or many private companies or public limited companies in the following characteristics:
? One company has controlling power over the appointment and removal of the director who has all or most part of the management power of another company.
One company holds more than 50% of all the shares sold of another company. In the case where the first company and/or one or many affiliated companies, or the first company and/or first succession company and/or one or many companies of other successions hold more than 50% of all the shares sold of any company, such company shall be regarded as an affiliated company of the first company
According to the Ministerial Regulation of the Ministry of Commerce No. 4 B.E. 2535 (1992) issued pursuant to the provisions of the Public Limited Companies Act B.E. 2535 (1992).
Executive means Directors, managers or persons holding the first 4 managerial level positions after the manager, the persons holding the position equivalent to every person holding the fourth level of management levels, and shall include the persons holding managerial level positions in the accounting or financial line of work at the level of department manager or above or equivalent.
Related persons means The persons having relationship in either one of the following characteristics:
The person having controlling power over the business of a company, in case such person is a juristic person, it shall include directors of such juristic person.
Spouse, children or adopted children who are minors of the directors, executives or persons under Clause 1.
Juristic persons under Clause 1 or Clause 2 who have controlling power over the business.
Other persons with characteristics as announced by the Capital Market Supervisory Board
When any person doing any act with the understanding or agreement that if the Company carry out the transactions financially beneficial to such person, then the directors, executives or the persons under Clause 1 or Clause 2 shall also receive such financial benefits as well, such person shall be regarded as related person for such transaction pursuant to Section 89/1 of the Securities and Exchange Act.
Conflict of interest means That the securities companies or related persons (executives or shareholders) take into consideration only their own personal gains than those of the customers (according to the guidelines for considering conflict of interest of the Office of the Securities and Exchange Commission).
Persons who might mean The following persons:
Executives of the Company
Major shareholders of the Company
Persons with controlling power over the Company
Persons with relationship by blood, by marriage or by legal registration of persons under Clause 1 or Clause 2 or Clause 3, namely, the father, mother, spouse, children or other close relatives
Juristic person of which shares or controlling power or interest are held significantly, either directly or indirectly, by the persons under Clause 1, Clause 2 or Clause 3.
Controlling power means
? Holding shares with voting right in one juristic person more than 50% of all the voting rights of such juristic person.
? Having controlling power over the majority vote in the shareholders? meeting of one juristic person, either directly or indirectly or for whatever reasons.
? Having controlling power over the appointment or removal of one half or more of all the directors, either directly or indirectly.
2. Relevant laws
This policy on report on vested interest has been issued pursuant to the Securities and Exchange Act and other related laws as follows:
Section 89/7 of the Securities and Exchange Act prescribes that in operating business of a company, the directors and executives must perform their duties with responsibilities, due care and honesty in accordance with the laws, objectives, articles of association and resolutions of the board of directors as well as resolutions of the shareholders? meeting.
Section 89/14 of the Securities and Exchange Act prescribes that the directors and executives must report their stake or stakes of related persons to the company in case of stake relating to the management of business of the company or its subsidiaries in accordance with the rules, conditions and methods announced by the Capital Market Supervisory Board.
Section 89/16 of the Securities and Exchange Act prescribes the secretary company must submit copies of report on the stake according to Section 89/14 of the said Act to the chairman of the board of directors of the company and the chairman of the audit committee within 7 business days from the date on which the company has received such report.
The Notification of the Capital Market Supervisory Board No. ThorJor. 2/2552 prescribes that the directors and the executives must report to the company their own or related persons? stake, which is the stake concerning the management of business of the company or its subsidiaries.
Section 88 of the Public Limited Companies Act B.E. 2535 (1992) prescribes that the directors must notify the company forthwith in the following case :
Having stake either directly or indirectly in any contract made by the company during the accounting year by specifying facts relating to the nature of the contract, names of parties to the contract and the stake of directors in such contract (if any).
Holding shares or debentures in a company and its affiliated companies by specifying the total increasing or decreasing number of shares during fiscal year (if any).
The directors and the executives are required to report to the company their own stake, or those of their related persons in case of stake related to the management of business of the company or its subsidiaries by filling in Form for Reporting on Stake of Directors and Executives (as in attached document) as follows:
? First report: It should be done by the 15th of the following month from the on which there is transaction of stake.
? Report on changes of information on stake: It should be made without delay, that is, within 3 business days from the date on which the information has changed by specifying the orderly number of such change.
The directors and executives shall submit report form of having their own stake or those of their related persons to the company?s secretary immediately or within the specified date.
The secretary Company shall do as follows:
? Submit a copy of the report on stake according to Section 89/14 to the President of the Company and the Chairman of the Audit Committee within 7 business days from the date on which the Company receives such report.
? Maintain reports on stake reported to the Company by directors and executives.
? Disclose the information on stake of directors and executives in the annual report (Form 56-2) and the annual registration statement (Form 56-1).
Under the provisions of the law are as follows:
Section 281/2 of the Securities and Exchange Act prescribes that any director or executive does not perform the duties responsibly with caution and honesty in accordance with Section 89/7 to the point that it causes damage to the Company or causes oneself or others to benefit from the violation or omission to perform such duties shall be liable to a fine not exceeding the amount of damages incurred or the amount of benefit received. However, the fine shall not be less than five hundred thousand Baht
Section 281/3 of the Securities and Exchange Act prescribes that any director or executive officer who fails to comply with Section 89/14 shall be liable to a fine not exceeding five hundred thousand Baht and a fine not exceeding three thousand Baht per day throughout the period of incorrect performance.
Section 281/5 of the Securities and Exchange Act prescribes that any company secretary, who does not perform the duties in accordance with Section 89/15 (1) (2) or (3) or Section 89/16 shall be liable to a fine not exceeding one hundred thousand Baht.
Section 203 of the Public Limited Companies Act B.E. 2535 (1992) prescribes that any director fails to comply with Section 88, or complies incompletely or incorrectly shall be liable to a fine not exceeding twenty thousand Baht