Page 91 - Annual Report 2015 - Mono Technology Public Company Limited

channel(s) and corporate website before the Annual General Meeting of Shareholders in order to continue nomination procedures by the Nomination and RemunerationCommittee. Furthermore,theelection by voting shall be made for an individual director.
3. The shareholders’ meeting shall be convened in accordance with the agenda(s) notified in the meeting notice. Corporate policy of no extra agenda(s) added without prior notice shall be set to offer the shareholders an opportunity to study relevant information before making decision. According to the Section 105 of Public Limited Company Act B.E. 2535 (1992), any extra issue(s) shall not be added in meeting agenda if it is not necessity, especially crucial issue(s) which the shareholders require a great deal of time to study relevant information before making decision.
4. The name of all independent directors shall be specified in the proxy form to help control voting direction. The shareholders shall be encouraged to specify their votes by themselves and provided with an option of proxy appointment including an opportunity to appoint any independent director as their proxy.
5. Each director shall notify the connected transaction(s) of oneself to the Company Secretary. The Board of Directors shall consider such transaction(s), especially one that may involve in the conflict of interest, to ensure the Company’s utmost benefits. The meeting minutes shall also contain the connected transaction(s) disclosed by the directors.
6. In fairness to its shareholders, the Company shall have written procedures concerning the use and protection of inside information. These procedures shall be communicated to the Company’s Board of Directors, executives, employees and all related persons, including spouse, minor children, and nominees, so as to prevent the use of important inside information that may have an impact on trading of the Company’s shares and change in the Company’s share price which has not been disclosed to the public. Directors and executives privy to such inside information are prohibited from trading in the Company’s securities prior to the
disclosure of information on the Company’s performance and financial status or any important news that may cause a change in the Company’s share price.
7. All Directors and high-level executives are designated to submit a report on their ownership of the Company’s securities within 30 business days after they take office. In addition, they must report all subsequent sales or purchase of the Company’s securities at least one day in advance to the Director in charge or the assigned person in order to notify SEC within three business days from the transaction date as stated by the Securities and Exchange Act B.E. 2535 (1992).
8. In order to comply with the regulations of SET, the Company shall disclose any related party transaction thatrequiredtheapprovalfromtheshareholders.Indoing so, the reasonable clarification for each transaction must be submitted to the Audit Committee and pass the Board of Directors’ consideration before proposing to the Shareholders for approval respectively. The transaction can be proceeded after the approval only.
3. RolesofStakeholders
The Company places great importance on the right of all stakeholders and conducts its business morally and ethically. The Business Code of Conduct is therefore stipulated to be guidelinesforfairtreatmenttowardsallstakeholders,bothwithin and outside the Company, including the shareholders, clients, employees, creditors, business partners and competitors, regulatory bodies, government agencies, community, society, and the environment.
The Company has established criteria for the treatment of each group of stakeholders as follows:
Shareholders
Emphasis shall be given to the transparent dissemination of important information, both financial and non-financial, to the stakeholders that are accurate, sufficient and timely. Dissemination shall be made through different channels such as announcements through the SET’s electronic media, the Company’s web site, newspapers, press releases, letters, etc.
Annual Report 2015
91