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SCI Annual Report 2015

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<strong>SCI</strong> Electric Public Company Limited<br />

Dividend Payment Policy<br />

The Company has a policy to pay to the shareholders the dividends of not less than 40% of net profits after deductions of<br />

corporate tax and reserve in accordance with the law for the Company’s specific financial statements. Nevertheless, such<br />

dividend payment is subject to change which, in this respect, it will be dependable on the investment plan, liquidity, necessity<br />

and other suitability in the future. In addition, the resolution of the Company Board of Directors approving the dividend payment<br />

must as well be submitted for the approval of the shareholders meeting except the interim dividend payment on which the<br />

Company Board of Directors has the power to approve which, in this respect, a report accordingly must be reported to the<br />

shareholders in the succeeding shareholders meeting.<br />

Internal Control and Risk Management<br />

The Company is aware of the importance of good internal control system which can help in carrying out of business<br />

operations efficiently and effectively. The Company has the Audit and Risk Management Committee to perform duties in<br />

reviewing the suitable internal control system and that the internal audits are implemented in accordance with the principle<br />

of good corporate governance. In this respect, the Audit and Risk Management Committee meeting to approve transactions<br />

relating to the Company’s internal control system will be attended by the Auditor, Internal Auditor and Executive (Risk<br />

Management Team) as suitable in order to present data to the Audit and Risk Management Committee for consideration on<br />

the acknowledgment, monitoring on the progress and finding correction solutions on the problems as observed in order that<br />

such observed problems can be solved in a timely manner.<br />

In addition, the Company provides an independently outsourced Internal Auditor, by appointing S K Advisory Co., Ltd.,<br />

operated by Ms. Sujitra Kijwimontrakool who is well-versed in accounting and internal control system to be the Advisor in<br />

strengthening the internal control system for more rigidity as well as carrying out actions in eliminating the risk and irregular<br />

transactions. The Audit Committee has already taken the abovementioned qualifications into consideration and is of the view<br />

that she is adequately qualified to perform duty as the Company’s Auditor. In this respect, the Audit Committee Secretary is<br />

assigned to submit result of the internal audits to the Audit Committee at least once every 3 months.<br />

In <strong>2015</strong>, the Company had a sufficiency assessment of the internal control conducted by the Company Board of Directors<br />

with the Audit Committee also attending the meeting. The Board of Directors made the internal system assessment by making<br />

inquiries on information from the Management in relation to the sufficiency of the internal control system in all 5 areas: namely;<br />

Control Environment, Risk Assessment, Control Activities, Information & Communication and Monitoring Activities. After the<br />

assessment, the Board of Directors was of the view that the Company’s internal control system was adequate and suitable. In<br />

this connection, the Company provides personnel sufficient to efficiently carry out operations in accordance with the system<br />

deploying the internal control system for monitoring controls over the Company’s operations and its subsidies to be able to<br />

sufficiently prevent the assets of the Company and its subsidies from being used unlawfully or without any authority by Directors<br />

or Executives including transactions with a possible controversial person and related person as well as the internal audit system<br />

with independency in monitoring and assessing the internal audit. Nevertheless, the Board of Directors has reiterated the<br />

matter of the performance in strict compliance with the principle of good corporate governance of the Company in order<br />

that performance of the Company’s operations can be carried out in a manner of the optimal transparency and efficiency.<br />

Moreover, the Company has deployed the archive system of important documents which would enable Directors, Auditor and<br />

person having the power under the law to check and verify them within a reasonable period of time.<br />

Safeguarding of and Prevention against<br />

the Use of Internal Information<br />

1. Educating Directors including Executives of various Departments relating to their duties to submit reports on the<br />

possessions of securities of themselves, their spouses, underage child or children to Securities and Exchange Commission<br />

and Stock Exchange of Thailand in accordance with Section 59 and Office of SEC Notification No. Sor.Jor. 12/2552,<br />

Re: Preparation and Disclosure of <strong>Report</strong> on the Possession of Securities of a Director, an Executive and Auditor and<br />

Penalty under Section 275 of Securities and Exchange Act, B. E. 2535 (1992).<br />

164

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