SCI Annual Report 2015
Annual Report
Annual Report
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Measures or Procedures for Approval of Connected Transactions<br />
The Company has complied with the relevant rules,regulations and requirements of the Securities and Exchange Commission.<br />
As for any transactions that might give rise to a conflict of interests and require approval of the Board of Directors and of the<br />
Audit Committee, the Company has already complied with such rules, regulations or requirements, whereby the grant of<br />
approval for the said connected transactions shall take into account the optimum benefits to the Company, fairness and<br />
justifications of the transactions as well as based on market prices in the ordinary course of business. In addition, the interested<br />
parties or those who might have a conflict of interests in such connected transactions shall not be allowed to participate in<br />
the consideration and approval of the connected transactions so as to ensure the fairness and the optimum benefits to the<br />
Company. As for any connected transactions falling under the criteria as specified in the regulations, notifications, orders,<br />
requirements or rules of the Stock Exchange of Thailand, the Company has complied with the applicable requirements of the<br />
Stock Exchange of Thailand.<br />
Policy or Trend of Future Connected Transactions<br />
The policy on consideration and approval of connected transactions with related businesses shall comply with the procedures<br />
that require consideration by the Board of Directors and the Audit Committee while those who have interests or might<br />
have a conflict of interests in connected transactions shall not be allowed to participate in the approval of such connected<br />
transactions. The criteria used by the Board of Directors and the Audit Committee as guidelines in the consideration is that<br />
related businesses are required to propose competitive products or services in terms of price and quality. On the contrary,<br />
should the Company be to render services to any related businesses, the Company is required to propose price and quality in<br />
line with standards or market price without giving any favorable benefit to the related businesses, which may result in transfer<br />
of benefits to those who might have a conflict of interests with the Company.<br />
For secure loan by the Company’s director, the financial institutions normally required the Company’s director to guarantee<br />
of mortgage contracts together with the Company. To enter into the loan contract, the Company’s director agreed to<br />
guarantee the loan without any compensation or other benefits. However, the Company has been started to requeste the<br />
financial institution for release all secure loan by the Company’s Director since IPO’s process.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2015</strong><br />
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