Page 61

EN_Tipco_Annual Report 2014

ANNUAL REPORT 2014 Conflict of Interest With a view to preventing conflict of interest, the Company has adhered to the policy of adhering to the Code of Business Ethics and defined Code of Practice for various stakeholder groups, especially major shareholders, aimed at preventing adverse impact on other stakeholder groups. The Board of Directors is informed of transactions that may cause conflict of interests in regard to related parties transactions, and carefully reviews the suitability of such transactions. (Refer to the provision on elimination of conflict of in-terests in the Equitable Treatment of Shareholders section.) The Company has complied with rules and requirements of the Stock Exchange of Thailand and made amendment to its Article of Association in order to protect the interests of minor shareholders. The amendment duly approved by the 2003 Annual General Meeting of Shareholders is as follows: “The Company’s Articles of Association, Section 8, item 48: In the case where the Company or subsidiaries agree to make a related parties transaction, or a transaction related to the acquisition or divestiture of assets of the Com-pany or its subsidiaries in accordance with the announcements by the Stock Exchange of Thailand governing related parties transactions of listed compa-nies or the acquisition or divestiture of assets of listed companies; the Com-pany shall comply with applicable rules, regulations and methods contained in such announcement.” In an attempt to safeguard against potential conflict of interests, the Com-pany’s employees are required to sign a “Conflict of Interests Agreement”. The agreement specifies the disciplinary procedures and punishments which include employment termination will be imposed in the event of intentional violation or breach of the agreement. As an additional preventive measure against abuse of insider information for personal gain, directors and execu-tives are obliged to disclose their possession of the Company’s shares at the Board of Directors meeting every quarter, and to report all changes in their shareholding to the Secretary to the Board of Directors. Related party transactions, according to the definitions set by the Stock Ex-change of Thailand, are reviewed by the Audit Committee before they are proposed to the Board of Directors for approval. Directors having conflict of interests in such transactions shall abstain from voting. If such related parties transactions are of high value, they shall be subject to approval by the share-holders’ meetings and subsequently announced in the newspapers. The value of related party transactions shall be marked to market and compared with the market prices determined by at least 3 companies. Business Ethics Business ethics are incorporated in TIPCO Foods’ Code of Business Conduct related to detailed guidelines and proper practices. Business Ethics reflect the spirit of good corporate governance, commitment to excellence and so-cial responsibility, which are translated into ethical business practices that include anti-corruption, responsible participation in the political process, eq-uitable and fair treatment of stakeholders, social and environmental respon-sibility, labour practices and respect for employees’ rights. In addition, ethical practices relate to stakeholders, i.e. the management, employees and major shareholders, as well as recommended approaches for handling relevant is-sues and concerns. All directors and employees are consistently informed of the company’s business ethics and are required to express their acknowl-


EN_Tipco_Annual Report 2014
To see the actual publication please follow the link above