SCI Annual Report 2015

SCI Electric Public Company Limited
3.2 Policy Regarding Conflict of Interest
The Company has established policy regarding conflict of interest on the basis that every employee must per
form their duty for the utmost benefits of the Company. Any action or decision must not be affected by per
sonal interest as well as interest of their family member, relative or any other persons. The Company has set its
policy emphasizing on 2 major issues as follows:
• Related transactions: The Company will consider the appropriateness of every related transaction, including
price specification and condition of such transactions similar to those made with the external party (arm’s length
basis) The Company must appoint the Audit and Risk Management Committee to consider its related transactions
and such transactions were specified according to the Notice of the Board of Stock Exchange of Thailand with
regard to information disclosure and the operation of Listed Company in managing related transactions as well
as the Notice of Capital Market Supervisory Board with regard to criteria of related transactions. The Company
shall handle such transactions based on criteria, conditions and methods as indicated in the Notice. Moreover,
the Company shall also disclose such transactions in its annual report and 56-1 Form to ensure its transparency
and to solve any problems resulting from possible conflicts of interest.
1. General investment The Company must not allow any of its employees who are also shareholders or any
employee who benefit from the Company’s competitor or any vendor with whom the Company has
business transaction to participate in any decision making with regard to business relation unless the
Company gain prior approval from the Board of Directors.
2. Gift receiving Employees at every level must not receive any gifts, tickets, sports tickets or any vacation or
hotel vouchers as well as other personal offers if such offer may cause damage or loss to the Company or
make the Company lose its benefits.
3. Academic offer, public service duty, lecturer or any other position offer for every employee of the
Company must receive prior approval from the director of related department or unit. Nevertheless,
employees are allowed to take part in academic institution, public service duty, lecture or any executive
position which helps broaden the Company’s vision and experience of the employee. However, such
employee must not use the Company’s name or his/her position for his/her own benefits without prior
approval of the Company.
3.3 Internal Control System
The Company has established the internal control system to strengthen investors’ trust and to enhance credibility
of its financial statements. Since 2013 onwards, the Company has outsourced the auditor with high expertise
and experience in accounting and internal control as the Company’s auditor in setting up the internal control
system of the Company. Moreover, the Company has eliminated possible risks and irregular items as well as
estimating the internal control system, providing recommendations to the audit team. Furthermore, the
Company is in the process of establishing its audit unit to take part in monitoring every control system. Currently,
the Company has assigned such task to employee in studying and collaborating with external auditor in order
to guarantee the highest efficiency of its internal control system.
In addition, the Company has hired external auditor to take a role of secretary of the Audit and Risk
Management Committee. Also, it is deemed the secretary’s responsibility to present the audit report to the
Committee at least every 3 months.
(4) Meeting of the Board of Directors
Meeting of the Board of Directors will be held every 3 months but can organize a special meeting as seen necessary in
which such meeting must be in conformity with good corporate governance policy. The Company has arranged the
Board meeting at least 6 times each year and had to provide the Board with a monthly report so that the Board
can continually monitor, control and supervise the Company’s business operations. The Company Secretary shall submit
the meeting invitation to the Board 7 days prior to the meeting, except in an urgent case where the Company’s rights
and benefits are at stake. The Board of Directors can request for any additional information from the Company Secretary.
Chairman of the Board and Chief Executive Officer will jointly consider the meeting agenda. Each director can
propose the agenda as well. The Company’s senior executives may participate in a specific meeting agenda to provide
the Board with additional information and insight.
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