Corporate Governance Policy

Ratchathani Leasing Public Company Limited aims to be a leading business organization that is sustainably successful and able to create long term values to all stakeholders.  To achieve such objectives, the Company has committed to operate its business by adhering on the principles of good corporate governance.  Moreover, the Company is aware of the importance of the code of conduct on its business operation as a framework reflecting the corporate value.  The key objective is to emphasize all levels of personnel on applying such guideline in appropriate way with each enterprise of the Company by commitment with moral, honest, integrity, and in compliance with other relevant laws.  The Company believes that good corporate governance and business ethics are significant factors to create supreme success on its business operation which will generate social confidence and reflect its good image.

Business Ethics

Ratchathani Leasing Public Company Limited aims to be a leading business organization that is sustainably successful and able to create long term values to shareholders and stakeholders.  To achieve such objectives, the Company has committed to operate its business by adhering on the principles of good corporate governance as a guideline and be aware of the code of conduct on its business operation as a framework reflecting the corporate value.  The key objective is to make all levels of personnel be self-development, aware of their responsibilities on operation with moral and ethics.  The Company believes that good corporate governance and business ethics are significant factors to create supreme success on its business operation which will generate social confidence and reflect its good image.  This code of conduct and business ethics manual is prepared, whose objective is as a guideline for good and appropriate conduct for the executives and all employees of Ratchathani Leasing Public Company Limited to adhere on their implementation in order that its business operation is compliance with its vision and mission, including achieving its goal on developing the quality of product and their life.   The code of conduct and business ethics shall be reviewed or rectified to be up-to-date continually to ensure that the guidelines, adhered and conducted with honesty and professional, are high-level standard constantly.

Corporate Social Responsibility

Ratchthani Leasing Public Company Limited arranged social activities to assist society and for charity. The Company supervised social activities, approved and supported budget for such events. Besides, the employees of the Company also participated in such social acidities as well. The major samples of social activities which the Company has constantly arranged are as follows:

Scholarship to Children

Foundation for Slum Child Care under the Royal Patronage of H.R.H. Princess Galyani Vadhana Krom Luang Naradhiwas Rajanagarindra

The Company has realized the importance of children’s future in communities.  Mr. Kovit Rungwattanasophon, the Managing Director, donated his money at the amount of Baht 286,000 to improve the playground and landscape as well as clothes and necessary equipments beneficial to living at Baan Srinakarin (community on Nongkham garbage) Foundation. For Slum Child Care under the Royal Patronage of H.R.H. Princess Galyani Vadhana Krom Luang Naradhiwas Rajanagarindra, Bangkok.

Clearing Day Project

Phutthamonthon Sai 4

The Company has found that garbage is currently a persisted problem for a long time and need to be solved by every agent. Due to each person’s daily living creates lots of waste pollution; such problem also incurred in every place.  Therefore, the Company has emphasized on creating mind voluntary and encouraging responsibility on oneself behavior, including self-sacrificing to respond on others’ actions.Therefore, Mr. Kovit Rongwattanasophon, the Managing Director has organized the community development volunteer activities to motivate good moral on the employees’ heart, and create environmental conservation skill and knowledge, including establishing clean environment without garbage within Phutthamonthon Sai 4.

Risk Management Policy

The Board of Directors appointed and assigned the Executive Board to act as the Risk Management Committee, as another role. The Risk Management Committee performed duties assigned by the Board of Directors to control, supervise and screen the risk management policy in the aspects that were related to the business operation, including strategic risk, credit risk, marketing risk, liquidity risk, operational risk, and other
related business conduct risks. The duties also included providing the efficient and appropriate risk management tools or measurement to reduce the business operation related risks to the acceptable level.
The internal and external factors which may impact significantly on the business operation shall also be evaluated. The Risk Management Committee has regularly considered and reviewed the risk management policy and guidelines.

Roles, Duties and Responsibilities of the Board of Directors

Qualification of Directors
1. Have knowledge, skills and experience in many aspects to support the Company’s business operation and have special skills in specific area that brings beneficial effect to the Company. There must be at least one executive director who has experience in the Company’s business, regardless of gender.
2. Do not have any qualification prohibited by law and related regulations.
3. Must not hold director position in other companies of the same business or competitive to the Company, no matter for his own or other’s benefits unless it is informed to the shareholders meeting before the appointment.
4. Director, executive or relevant person can do the Company’s normal business transaction under trade agreement in the way that a normal person would do with a counterpart in the same situation and without influenced bargaining power. This is not applied for transactions prohibited by legal notice or government order.

Authority of Board of Directors
1. Delegate authority to committees, management, executives or other authorized persons within the Board of Directors’ scope of authority.
2. Approve credit limit for some customer groups which are approved by Credit Analyst Department when it goes beyond the Executive Committee’s scope of approval.
3. Committees can perform the Company’s business transactions within their scope of authority. A Chairman or CEO and Managing Directors or at least two other Directors authorized by the Board can sign / co-sign with the Company’s seal to do the transactions on behalf of the Company.
4. Can invite the Company’s management and staff to be informed, give opinion, attend the meetings or submit documents as deemed necessary.

Scope of Authority of Board of Directors
1. Perform with duty of care and duty of loyalty for the best benefits of the Company.
2. Define the Company’s vision, mission, goals, important overall strategies, business plans, financial objectives and budgets, and supervise the business conduct to continue in the long run.
3. Supervise the business conduct in accordance with the law, objectives, regulations, shareholder meeting’s resolutions and the good corporate governance.
4. Supervise and monitor the administration work of the Management to ensure the compliance with the assigned policy, except for the following issues that need approval from the shareholders meeting first, that is, the issues for which the law requires the shareholders meeting resolution, such as the capital increase, capital decrease, debenture issue, the Company’s business selling, buying or transfer, or merger with other businesses or persons, revision of memorandum of association or regulation and reward of directors, etc.
5. Supervise to ensure the fair treatment to all groups of stakeholders and the accurate, transparent and timely information disclosure.
6. Prepare the Financial Responsibility Report of the Board of Directors, displayed with the audit’s report, including the significant issues according to the code of conduct for Directors of the listed companies to ensure that the Company’s financial report is accurate, complete and credible. The Company follows the accounting standards by applying and practicing the appropriate accounting policy regularly.
7. Consider and appoint the sub-committees as the Board of Directors deems appropriate.
8. Support the creation of innovation that adds value to business, concerning the benefits or effects to customers or related parties and the social and environment responsibilities.

Tenure of Directorship
The tenure of directorship of the Board of Directors has been stated clearly by the Company’s Articles of Association and the Corporate Governance Policy. At each Annual General Meeting of Shareholders, one-third of the members of the Board of Directors must retire. If the number of Directors due to retire is not a multiple of three, the nearest number but not exceeding one-third should be applied.

Roles, Duties and Responsibilities of Audit Committee

Scope of Authority of Audit Committee
1. Financial Report
– Examine the financial report, consider the completion of the information under the Audit Committee’s awareness and assess the appropriateness of the accounting principles used in the financial report.
– Examine the significant issues of the accounting and financial reports, including the complicated or not normal transactions and the transactions that need judgment in decision making.
– Bring questions to the management and the auditor about the audit result, the significant risks of financial reports and the plan to reduce such risks.
– Examine the efficiency of the internal control of budgeting process.
2. Internal Control
– Examine to ensure that the management has applied the internal control system, including the information technology system and the direction to communicate the significance of the internal control, risk management, and anti-corruption measure to all over the Company.
– Examine to be assured that the recommendations on the internal control that the internal auditor and the auditor proposed have been implemented by the management.
3. Internal Audit
– Examine and approve the internal audit charter, annual plan, and necessary personnel and resources for the operations.
– Examine the activities and operation plan of the internal audit to ensure the internal auditor can perform independently.
– Examine the effectiveness of the internal audit performance according to the internal audit standard.
4. Regulatory Compliance
– Consider the business conduct to be in compliance with the law, related regulations and the changes proposed by the management regularly.
– Consider the business conduct to be in compliance with the law, regulations related to the anticorruption regularly.
– Examine the findings or notices of the corporate governance function by internal auditor and the follow-up result and report to the Board of Directors.
– Examine the effectiveness of the practice monitoring system according to the law and regulations and the result of non-complying case via internal auditor.
5. Risk Management
– Examine the sufficiency of the Corporate Governance Policy and the related duties of the Risk Management of the Company.
– Examine the efficiency of the Company’s Risk Management and Anti-Corruption Risk Management
6. The code of ethics
– Examine to ensure that the codes of conduct and the policy to prevent conflicts of interest in writing. As well as all the directors, executives and employees acknowledge and comply with.
– Examine to ensure that all the directors, executives and employees acknowledge and adhere to the Anti-Corruption Policy.
– Promoting adherence to the codes of conduct and the policy to prevent conflicts of interest.
7. Other Responsibilities
– Take action as assigned by Board of Directors
– Examine and evaluate the Charter of the Audit Committee regularly by assigning the Secretary of the Audit Committee to be proposing for approval from the Board of Directors when there is an amendment or improvement.
– Evaluating the performance of individual member of the Audit Committee at least once a year and presenting to the Board of Directors.

Roles, Duties and Responsibilities of Nomination and Remuneration Committee

Scope of Authority of Nomination and Remuneration Committee
1. Nomination
– Set up the policy, criteria and process of nomination to propose for the Board of Director’s consideration and approval.
– Select and propose the nominated persons qualified for the positions for the Board of Directors’ approval.
– Supervise to ensure that each committee has appropriate size and composition for the corporate and be in compliance with the changing environment. The Board of Directors and each subcommittee must comprise of the persons who have knowledge, capability and skills qualified for the positions.
2. Remuneration
– Set the policy, criteria for the remuneration and other benefits of the Board of Directors, Directors of subcommittees and the Chief Executive Officer and Managing Director and propose for the Board of Directors’ approval.
– Manage for the Board of Directors, Directors of subcommittees and Chief Executive Officer and Managing Director to receive appropriate remuneration for their roles and responsibilities which are reasonable for their performance.
– Set guideline for performance evaluation of the Chief Executive Officer and Managing Director for the annual remuneration adjustment (salary increase, bonus, other remuneration) and propose for the Board of Directors’ approval.
– Review the structure of remuneration and other benefits of the Board of Directors, Directors of subcommittees and the Chief Executive Officer and Managing Director to make them suitable for the roles and responsibilities and be competitive with the market situation.
3. Other matters
– Consider other matters as assigned by the Board of Directors.

Roles, Duties and Responsibilities of Corporate Governance Committee

Scope of Authority of Corporate Governance Committee
1. Set the policy and principles for the good corporate governance of the Company.
2. Examine and make recommendation on the good corporate governance of the Company to the Board of Directors in order to build the good corporate governance according to the SET principles.
3. Thoroughly consider the Corporate Governance Policy and business code of conduct of the Company and regularly update the significant content to be modern and universal. The principles must be in compliance with the code of conduct to be proposed for the Board of Directors’ approval.
4. Appoint the working team to support the operation as deemed appropriate.
5. Perform other actions as assigned by the Board of Directors.