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SCI Annual Report 2015

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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 />

181

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