Overview of Good Corporate Governance Policies and Practices
The Company recognizes the importance of upholding good corporate governance, which is widely acknowledged as a key factor in promoting fairness to stakeholders, maximizing long-term shareholder value, and enhancing organizational efficiency. Accordingly, the Company is committed to operating in alignment with the principles of good corporate governance for listed companies as outlined in the 2017 Corporate Governance Code (“CG Code”) issued by the Securities and Exchange Commission (SEC) of Thailand. The CG Code is structured into five key categories as follows:
The Company realizes and places importance on equality of all shareholders’ rights by keeping equitably with support and facilitation all shareholders to exercise their rights as both investors and owners of the Company. Shareholders are entitled to access to the information accurately, completely, timely, and transparently via the Stock Exchange of Thailand’s disclosure channel and the Company’s website. Furthermore, the Company encourages shareholders to exercise their rights legally. The Company also provides shareholders with the opportunity to express their opinions and ask questions at the shareholders' meeting and promotes and facilitates the exercise of additional shareholder rights as follows:
1.1) Receiving information
The Company regularly disseminates important and necessary information to shareholders via the Stock Exchange of Thailand (SET) channel, media, publications, and Company’s website. Moreover, the Company provides channels through which minority shareholders can directly request information via the investor Relations Department’s email and telephone number.
1.2) The Annual General Meeting
1.2.1) Preparation of the Notice of the Annual General Meeting of Shareholders
- The Company delivers the notice of the shareholders’ meeting together with relevant supporting documents for each agenda item. The agendas are clearly specified by subject matter and include the Board of Directors’ opinions, relevant provisions of the Company’s Articles of Association, and proxy forms. These materials are provided to shareholders for their consideration at least 21 days prior to the meeting date. To facilitate foreign shareholders, the Company also prepares and discloses the English version of the notice concurrently with the Thai version.
- The Company discloses the notice of the shareholders’ meeting on its website and through the Stock Exchange of Thailand (SET) no less than 28 days prior to the Annual General Meeting. The disclosure is also made via electronic media and/or announced through the newspaper both Thai and English version for 3 consecutive days to comply with Public Limited Companies Act, B.E. 2535 (1992).
1.2.2) Proxy appointment
- To facilitate and encourage the participation of all shareholder groups in the shareholders’ meeting, the Company allows shareholders to appoint an independent director or any person as their proxy to attend the meeting on their behalf. Shareholders may use any of the proxy forms provided along with the notice of the meeting. The Company specifies the required documents and evidence for proxy appointments and imposes no undue conditions that would hinder the proxy process. The proxy form complies with the format prescribed by the Department of Business Development, Ministry of Commerce, and allows shareholders to clearly specify their voting instructions. A list of the Company’s independent directors eligible to be appointed as proxies is also provided. For institutional investors or foreign shareholders who appoint a custodian in Thailand to hold and safeguard their shares, the Company coordinates in advance regarding the required documents and evidence to be presented prior to the meeting. This is to ensure a smooth and efficient registration process on the meeting day.
1.2.3) The voting procedure and the method of counting the votes
- The Company encourages shareholders to exercise their voting rights and gives importance to every agenda item. Clear explanations are provided regarding the voting procedures and vote-counting methods. Each share carries one vote. To ensure transparency, the Company engages a representative from a legal firm to act as an observer during the vote-counting process. Voting is conducted separately for each agenda item to preserve shareholders’ rights. Resolutions are passed by a majority of votes, except for agenda items that require not less than three-fourths of the total votes of shareholders attending the meeting and entitled to vote, as specified by law.
- In case of the Company conducted meeting via electronic means. Shareholders can vote electronically on each agenda item presented by the chairperson during the meeting. Shareholders can choose to vote ‘agree’, ‘disagree’, or ‘abstain’ by clicking on the respective button. After confirmation, the voting results will then be aggregated with the pre-submitted votes in the proxy forms before announcing the resolutions.
- The Chairman of the meeting shall announce the voting results for each agenda item after the voting session for that item has concluded. The results shall be presented separately by the number of votes for approval, disapproval, abstention, and invalid ballots, including their respective percentages of the total votes of shareholders attending the meeting or of those eligible to vote on the relevant agenda item. Additionally, electronic traffic data (Traffic Data) is collected in accordance with the requirements stipulated in the annex to the Notification of the Ministry of Information and Communication Technology.
1.2.4) Providing shareholders with the opportunity to submit questions related to the Company in advance of the shareholders’ meeting
The Company provides shareholders with the opportunity to submit questions regarding the meeting to the Company in advance, no less than 28 days prior to the meeting date. This invitation is announced via the Stock Exchange of Thailand’s website, the Company’s Investor Relations website, and included in the notice of the shareholders’ meeting.
Furthermore, during the meeting, shareholders are encouraged to ask questions, express opinions, and provide suggestions on each agenda item without limitation, within the appropriate timeframe in accordance with good meeting practices.
1.2.5) Providing shareholders with the opportunity to propose meeting agenda items and nominate individuals for directorship election
- The Company provides an opportunity for shareholders to propose matters for inclusion in the meeting agenda and to nominate qualified candidates for consideration as directors in the Annual General Meeting in advance.
1.2.6) The Annual General Meeting of Shareholders shall be held within four months from the end of the Company’s fiscal year.
- In case of the Company held Annual General Meeting of Shareholders in the form of an electronic meeting (e-Meeting), The Company utilized the electronic meeting control system which is an e-meeting service provider certified by Electronic Transactions Development Agency (ETDA).
- The Company published the Guidelines for the Annual General Meeting of Shareholders via electronic means (e-Meeting), along with the User Manual for attending the e-Meeting, through both the Stock Exchange of Thailand’s website and the Company’s website.
- As the meeting was conducted in the form of an electronic meeting (e-Meeting), the Company utilized information technology systems and a barcode system to ensure transparency and facilitate the registration process for shareholders who had pre-registered or submitted a proxy in advance. Shareholders who expressed their intention to attend the e-Meeting were able to log in to the meeting system at least two hours before the scheduled meeting time, in accordance with the user manual for attending the e-Meeting, which had been published and distributed to shareholders in advance.
- The Company Secretary provided clear explanations regarding the voting procedures, vote-counting methods, procedures for raising questions, and other meeting protocols to ensure that the meeting was conducted in an orderly and efficient manner.
- The Chairman of the meeting conducted the shareholders’ meeting in accordance with the sequence of agenda items as specified in the notice of the meeting. No additional agenda items were introduced without prior notice to the shareholders.
- The Company invited a representative from legal consultant company to act as an observer to ensure that the shareholders’ meeting was conducted with transparency and in compliance with applicable laws and the Company’s Articles of Association. A complete and accurate record of the meeting minutes was prepared. Details of Annual General Meeting of Shareholders are available under the “Shareholders’ Meeting” section of the Company’s Investor Relations website.
1.2.7) Notification of meeting resolutions and minutes of shareholder meetings
The Company disclosed the summary of resolutions passed at the shareholders’ meeting, including the voting results for each agenda item, to shareholders and the general public via the Stock Exchange of Thailand's disclosure channels on the same day following the conclusion of the meeting. The Company also publishes the shareholders' meeting minutes in both Thai and English on the Company's website within 14 days.
The Company places great importance on protecting the rights and interests of all shareholders in a fair and equitable manner whether they are major shareholders, minority shareholders, institutional investors, Thai shareholders, or foreign shareholders. All shareholders are considered owners of the Company and are entitled to equal treatment regardless of gender, age, or nationality. The Company ensures the disclosure of material information and significant operational updates to shareholders and holds an Annual General Meeting of Shareholders each year, enabling all shareholders to exercise their rights and participate in the governance of the Company.
2.1) Measures to ensure equal treatment of shareholders
2.1.1) The Company has established measures to prevent the directors and executives to exploit the Company’s inside information for their own benefit;
- Insider Trading Policy
- The directors or executive officers, including his/her spouse and minor child, shall not use any inside information to purchase, sell, transfer, or receive the Company's securities before the information is fully disclosed to the public, such as the disclosure of financial statements to the public, the sale of assets, the launch of new businesses, and the launch of new products, which may affect the price of securities. The period from the closing of the financial statements to the submission of the financial statements to the Stock Exchange of Thailand and the Securities and Exchange Commission (SEC) is no more than 45 days for quarterly financial statements and no more than 60 days for annual financial statements. In addition, after the information has been released, the above-mentioned persons should refrain from buying or selling securities until the public who receives the information has had a sufficient period to evaluate the information received (no less than 24 hours).
- The Company restricts employee’s access rights to the data layer to prevent access to information that may be sensitive and affect the price of the Company's securities based on Need-to-know Basis.
- The Company has set prohibitions on the use of inside information for personal benefits and communicated to all employees including clear legal penalties.
- The Company has set a Blackout Period during appropriate timing.
- Measures for reporting of holdings and changes in securities holdings
- The Company complies with the provisions of the Securities Act and announcements of the Securities and Exchange Commission (“SEC”) and related announcements from the Capital Market Supervisory Board regarding the preparing, disclosing and submitting reports on holdings and changes in securities holdings of the Company's board of directors, executives, including management positions in the accounting or finance fields who are department managers or equivalent, their spouses and children who minor within the specified period to the Office of the Securities Commission and the Stock Exchange (“SEC Office”).
- The Company discloses the shareholdings of directors and executives, both direct and indirect, clearly separated, disclosing the number of shares held at the beginning of the year and which were traded during the year and report to the board meeting on annual basis.
- The Company shall notify the directors and executive officers who have responsibilities to report the possession of the securities by himself/herself, his/her spouse and his/her minor child that when the directors or executive officers including their spouse or their minor child buy, sell, transfer or accept transfer of the securities of the Company, they have duties to submit the reports of securities holding in accordance with the rules, conditions and procedures specified in the notification of the Capital Market Supervisory Board.
- Measures for preparing reports on interests
- To comply with Section 89/14 of the Securities Act, the Company requires directors and executives to report their interests related to the management of the company's or subsidiaries’ business or those of related persons to the Company, in accordance with the rules, conditions and procedures announced by the Capital Market Supervisory Board.
- The Company Secretary submits a copy of the report to the Chairman of the Board and the Chairman of the Audit Committee according to the criteria stipulated by the Securities Act Section 89/16 and the Stock Exchange and reports every time there is a change in order for the Audit Committee to consider the risk of conflicts of interest of persons who may have conflicts according to the SEC announcement.
- Measure to establish information technology and data security
- The Company has established IT Steering Committee (ITSC) to promote, supervise and manage the use of information technology system and the IT security system to prevent the leakage of inside information or damage that may occur to the data. The Company also implements and complies the standard system ISO27001:2022 (Information Security, cybersecurity and privacy protection – Information security management system) that the International Organization for Standardization (International Organization for Standardization, abbreviated as ISO) It was officially implemented and implemented in October 2022, and is an update to ISO27001:2013. ISO27001:2022 was developed to provide modern risk control measures against cyber threats, including the protection of personal data.
2.1.2) The Company sets up the following policies to prevent conflict of interest.
- Measures to prevent structural conflicts of interest
- The Company has arranged a transparent and clear management structure in the shareholding structure and investment in subsidiaries or associated companies.
- Measure to inspect and report connected transactions
- The Company has established measures for related transactions between the Company and persons who may have conflict of interest that the executives or related persons will not be able to take part in approving such transactions. In addition, the Company has arranged for the Audit Committee to consider and give opinions on the transactions between the Company and related persons which are disclosed in the connected transactions.
- Measure to prevent the conflict of interest by rules and regulations of the company
- The Company has established “Rules and regulations of entertainment and gift exchanging” for employees at all levels to be aware of the principles, terms of accepting gifts and hospitality for customers. This can be categorized into 3 forms: 1. Acceptance of gifts or various types of gift vouchers, 2. Participation in recreational and entertainment activities in various forms, and 3. Receipt of vouchers for performances or any type of travel programs. Such rules and regulations shall be regarded as part of this anti-corruption policy as well and disclosed in the Anti-Corruption and Bribery Policy.
- Board of director meetings voting policy
- Directors who have a conflict of interest in any matter will not have the right to vote on that matter.
Guidelines for Stakeholder Engagement
The company values all stakeholders and conducts business with ethics, responsibility, and fairness to establish positive and sustainable relationships with all relevant parties, as follows:
3.1) Guidelines for Shareholders
The company is committed to conducting business with transparency, integrity, and accountability, striving to create long-term value for the benefit of all shareholders. We adhere to good corporate governance principles to ensure appropriate and sustainable returns.
3.2) Guidelines for Customers
The company is dedicated to providing high-quality, standardized, and safe products and services while prioritizing customer satisfaction and needs. Additionally, we uphold the confidentiality of customer information and conducts business fairly.
3.3) Guidelines for Business Partners
The company values fair and transparent dealings with business partners, adhering to ethical business practices and refraining from improper or unethical methods. We also strictly comply with contractual terms and conditions.
3.4) Guidelines for Creditors
The company upholds financial discipline and builds relationships with creditors based on trust and cooperation. We strictly comply with financial contract terms, provides accurate and complete information, and collaborates on mutually beneficial solutions to enhance financial stability.
3.5) Guidelines for Employees
The company values our employees as valuable resources and is committed to creating a safe and supportive work environment that fosters employee potential. We also promote equality and fairness in the workplace.
3.6) Guidelines for Fair Competition
The company supports fair business competition in accordance with ethical principles and applicable laws. We refrain from engaging in unfair practices, undermining competitors’ credibility, or violating intellectual property rights and confidential information of competitors.
3.7) Guidelines for Society and the Environment
The company acknowledges our responsibility toward society and the environment by conducting environmentally friendly business operations, promoting efficient resource utilization, and supporting sustainable social development. We also cooperate with relevant organizations to promote the development of society and the environment in all aspects.
4.1) Disclosure of Information
4.1.1) Disclosure of information is one of the important CG principles
The Company has established measures regarding the disclosure of information to the public to ensure that such disclosure information; financial and non-financial information, is accurate, adequate, timely, and equally accessible by all related recipients and complies with related laws and regulations. Through information disclosure channels such as (but not limited to) the Annual Information Form 56-1 One report, the Company's website, and the Stock Exchange's channels/websites.
4.1.2) Personal Data Protection Policy
For personal data collection, use, or disclosure, the Company has provided a Privacy Policy Statement or a Privacy Notice for customers, shareholders, third parties and employees on the Company's website to notify the data owner of the purpose, data to be collected, duration, legal basis for data collection where information may be disclosed to third parties, including other details as required by law.
4.2) Investor Relations
The Company has established an Investor Relations Section to be responsible for providing services and disseminating useful information and news about the Company to retail investors, institutions, analysts, shareholders, and other persons. Investors or interested parties can contact the company for information such as financial statements, Form 56-1 One Report, Management Discussion & Analysis, and news announcements from the Stock Exchange of Thailand or the SEC, etc., directly from the Investor Relations Department.
Investor Relations contact information
| Address | : AEON Thana Sinsap (Thailand) Public Company Limited 388 Exchange Tower, 27th Floor, Sukhumvit Road Khwaeng Klongtoey, Khet Klongtoey, Bangkok 10110 |
| Website | : http://www.aeon.co.th select “Investor Relations” |
| Telephone | : 02-302-4721 to 3 |
| : ir@aeon.co.th |
The Roles and responsibilities of the Board of Directors
The Board of Directors is responsible for overseeing the Company’s operations to ensure efficiency, transparency, and compliance with the principles of good corporate governance, with the aim of creating long-term sustainable value for shareholders. The Board performs its duties within the defined scope of roles and responsibilities outlined in the Board Charter, which serves as the primary guideline for the Board’s operations to ensure clarity, transparency, and accountability.
Term of Office
In terms of office, the Board of Directors has established directorship term in the Articles of Association of the Company which states that at each annual ordinary meeting of shareholders, one-third (1/3) of the directors shall retire. If the number of directors is not a multiple of three, the number of directors closest to one-third (1/3), but not in excess of one-third (1/3), of the total number of directors shall retire. In addition, a director who vacates his office may be re-elected.
Conflict of Interest of Directors
A Director of the Company shall not operate any business of the same nature as, and in competition with, the business of the Company; nor shall he or she become a partner with unlimited liability in a limited partnership, or serve as a director in any other limited company or public limited company conducting business of the same nature and in competition with the Company, unless such matter has been disclosed to the shareholders’ Meeting prior to the resolution for his or her appointment to such position.
Directorship of Executive Directors in Other Companies
The Company has established a guideline stipulating that the number of other companies in which an Executive Director may hold a directorship should not exceed five (5) to ensure that the executive directors have sufficient time to perform their duties and work efficiency in conformity with the principle of Corporate Governance Code for listed companies 2017.
The Board of Directors’ Authorization
The Board of Director is empowered to authorize various matters in accordance with the scope of authority stipulated by laws, the Company’s Articles of Association, the Board Charter, and the Shareholder Meeting resolutions. Such matters include defining and reviewing corporate vision, mission, operating strategies, operating plans, risk management policy, annual budget and business plans, defining of the target operating results and material connected transactions.
Corporate Governance and Sustainability Development
AEON Thana Sinsap (Thailand) PCL conducts its business with integrity, transparency, and accountability, adhering to the principles of good corporate governance as a foundation for sustainable growth. We aim to deliver lasting value to shareholders, stakeholders and society at large.
Our corporate governance framework covers shareholder rights and fair treatment, stakeholder engagement, disclosure and transparency, responsibility of the Board of Directors, and anti-corruption practices. Risk Management is embedded within this framework, guided by international standards such as COSO, J-SOX and ISO 31000 and risk management reporting standard, supported by strong internal control and audit functions.
At the same time, we integrate governance with our sustainability agenda, aligning with ESG principles, reinforcing resilience and long-term value creation.
