INTEGRITY QUALITY SERVICE - Saha-Union Co., Ltd

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SAHA-UNION
responsibilities for recording the accounting transaction
and information and responsibilities for asset management
and storage. In case of making any business transactions
with majority shareholders, Directors, Executives, or any
other persons related to these people, the transactions shall
be related items with transaction accounts as of normal
nature of business and general commercial conditions
shall be treated similar to those of the third parties, by
being concerned mainly on the Company’s optimal
interests. Moreover, transaction approval shall be done
by non-stakeholders. The Company has duly complied
with the criteria of the Stock Exchange of Thailand and
the Securities and Exchange Commission relating to the
related transactions and has disclosed the data through
the Stock Exchange of Thailand and/or in Notes to the
Financial Statement. In case of transactions with related
parties such as majority shareholders or the Management,
the Company’s measures shall cover the case that the said
related parties have exploited the opportunities or interests of
the Company for his or her personal benefit. It is prescribed
in the Executives’ Manual that, in case the Company has
approved the transactions with the related parties in the
manner of binding the Company in long term such as
buying and selling of products or guarantee, the Company
shall monitor the following through of agreed conditions
throughout such binding period. In case the Company has
its investments in subsidiaries or associated companies,
the Company shall follow up their operating results regularly
and shall determine the directions for compliance of the
person appointed by the Company as Director or Executive
of such subsidiaries or associated companies. Moreover,
the Company shall impose measures and policies to follow
up the stringent compliance of its business operation with
legal requirements in order to reduce the risks of business
operation and to establish good corporate governance of
the Company.
4. Information System and Communication
The Company gives high importance to the information
system and communication since important decisions are
based on sufficient and accurate information. Therefore,
critical information shall be adequately submitted to the
Board of Directors for consideration and decision making.
The directors shall receive letter of meeting appointment and
the minutes at least 7 days in advance. The minutes of the
Board of Directors’ meeting shall include appropriate detail
of proposals, inquiries, opinions or remarks in agreement or
opposition of the board members, including reasons (if any).
For the filing related to accounting records, the Company
has completely kept in appropriate categories. There has
been no complaint from the Auditors in this respect so far.
Regarding the accounting policy, the Board of Directors
has considered that the Management has implemented
its accounting policy in accordance with the generally
accepted standard of accounting, which is suitable to the
nature of the Company’s business, to reflect the actual
picture of its operating performance, with complete and
accurate contents. The said practice shall be in accordance
with the Accounting Act 2000 (B.E. 2543). In addition, the
audit office selected shall be the standard and reliable, and
approved by the Securities and Exchange Commission.
5. Follow-up Systems
For efficient and effective business operation, the
Company has set its targets and objectives for business
operations. The Board of Directors has closely monitored
the performance of the Management to see whether they
are achievable as targeted. In case of opearational failure
from set targets, the Company has taken remedial actions
within appropriate duration on a case by case basis. For
those uncorrectable due to environment or limitation, the
Board of Directors shall be kept informed about adjusted
actions. The Company also audit and monitors its internal
control operation consistently and to present the audit
report directly to the Audit Committee. This is to allow the
internal auditors to work independently and report the results
openly. In case any significant irregularity is found, it shall be
promptly reported to the Audit Committee for consideration
and take the corrective actions within a reasonable time.
In case of fraud, suspected acts, or violation of the laws,
which may significantly impair the reputation or financial
status of the Company, the Internal Auditors shall report to
the Audit Committee and the management. the Management
is required to report the progress of the corrective actions
toward the problem to the Audit Committee and the Board
of Directors. The Company has specified that for the case
of different opinions between the Audit Committee and the
Board of Directors, the writing evidence shall be made in
the minutes of the meeting. However, this incident had
never happened. The Company has disclosed the report of
corporate governance of to the Audit Committee as page 75.