The Erawan Group is managed on
the principle of good corporate governance
The Board of Directors has determined a Corporate Governance (CG) Policy with commitment to pursue our business in accordance with the principles of good corporate governance, emphasize legal compliance, integrity and adherence to the Code of Conduct where information is disclosed with a transparency, robust internal control system and a strong check and balance mechanism are in place to enhance confidence among shareholders, financial institutions, business partners and all stakeholders by adopting the Corporate Governance Code, recognized as the standard in Thailand. The key principle of CG code are as follows:
- Establish Clear Leadership Role and Responsibilities of the Board
- Define Objectives that Promote Sustainable Value Creation
- Strengthen Board Effectiveness
- Ensure Effective President and People Management
- Nurture Innovation and Responsible Business
- Strengthen Effective Risk Management and Internal Control
- Ensure Disclosure and Financial Integrity
- Ensure Engagement and Communication with Shareholders
The Company is committed to operating its hotel business with a strong emphasis on Environmental, Social, and Governance (ESG) principles. We strive to strengthen our business to become a stable and sustainable regional leader in the hospitality industry.
In 2024, the Company reviewed and implemented policies and procedures for protecting its network systems and programs to mitigate the risk of cyberattacks. These measures aim to establish fundamental principles for managing data security within computer systems and prevent data breaches. These policies and procedures became effective on October 22, 2024. Additionally, the Company reviewed the Human Rights Policy, Sustainable Development Policy, and Procurement Policy. These policies were revised and became effective on December 9, 2024. (For more details, please see Attachment No. 5-7). Other related policies, namely, the Anti-Corruption Policy, Anti-Money Laundering and Countering the Financing of Terrorism Policy, and Code of Ethics for Business Partners, remained unchanged.
Directors, executives, and all staff possess a good understanding and knowledge of the Corporate Governance Policy, Code of Conduct, Code of Ethics for Business Partners, and Anti-Corruption Policy. The Internal Audit Division is responsible for monitoring and auditing compliance with these policies. To enhance awareness and understanding, the Company has implemented several initiatives that are dissemination and communication through the company's website, incorporation of these policies into the orientation program for new employees and conduct the annual training courses .
Corporate Governance can be divided into eight areas as follows:
The Erawan Group has established a policy to conduct its business in accordance with good corporate governance principles by incorporating the best practices and ethical standards for business operations that align with the company's strategic plan. The Company has developed a Code of Conduct, which is regularly updated and disseminated to directors, executives, and employees to ensure awareness and consistent adherence throughout the organization. Policies and measures have been established to address critical areas, namely, the anti-competitive practices, the prevention of insider trading for personal gain, the data and information system security. Furthermore, the company has reviewed its working processes to identify and address potential flaws and improve operational efficiency, aiming to prevent the recurrence of issues.
Please see details at “Code of Conduct”
Board of Director’s Structure
The Company has set the qualifications of our directors not only are in line with the SET’s requirements but also are much more intensive. The Director’s office terms is three years each term with clear scopes of work and with power being balanced between non-executive directors that included the Chairman of the Board and the President isn’t the same person where their roles, authority and responsibilities are clearly separated to maintain balance between managing and supervising function.
The Board has appointed the sub-committees to clearly define duties and responsibilities and also has a rotation policy among directors to sit at different committees for appropriate timeframe and on appropriate occasions. Chairman of the sub-committee is responsible for submitting a clear-cut policy of his committee to the Board. Every committee must appoint a secretary, who will coordinate with directors and the management to ensure that the policy is applied in action and record minutes of meeting in writing.
As of 31 December 2024, the Board of Directors is comprised of eleven members and four sub-committees, with a term of office of three years from the date of appointment. The average age of the board members is 55 years. The evaluation of directors' qualifications is conducted without discrimination based on origin, race, skin color, gender, language, religion, or nationality.
At the Annual General Meeting of Shareholders, one-third of the directors shall retire by rotation, with the retiring director is eligible for re-election.
Board of Director’s Composition
Board Skill Matrix
The Board of Directors has participated in establishing the policy and practice guideline of the executives which must cover to their core duties and responsibilities by allowing the management to independently establish the management strategic plan that align to objective and mission of the company then propose for the Board of Director’s approval.
Sub-committees are as follows:
1) The Audit Committee is composed of 3 independent directors, each possessing sufficient knowledge in accounting, finance, and the nature of the company’s business. The Committee is responsible for reviewing the company’s financial statements, assessing the adequacy of the internal control system, and regularly monitoring significant risk management practices. Additionally, the Audit Committee's responsibilities include reviewing the independence of the Internal Audit Division, approving the appointment, transfer, or termination of the head of the division who serves as its secretary, ensuring compliance with legal and regulatory requirements, selecting, appointing, and removing the external auditor, and determining the auditor's fees. The Committee is also tasked with reviewing and disclosing information related to connected transactions to ensure compliance with established criteria in an accurate and transparent manner.
2) The Executive Committee is composed of 6 members and is responsible for evaluating and formulating the company’s business plan and long-term strategy for submission to the Board of Directors for final approval. The Committee oversees investment projects, reviews the associated risks, and ensures that the risk management policy addresses all relevant risks, with effective implementation of mitigation strategies. Additionally, the Committee is tasked with reviewing the company’s risk management framework and its risk appetite.
3) The Nominating and Corporate Governance Committee is composed of 3 non-executive directors and is responsible for reviewing the structure of the Board, establishing qualifications for specific positions, considering and selecting qualified candidates for directorships, and determining fair and reasonable criteria for directors' compensation. Additionally, the Committee is tasked with assessing the performance of the Board and other committees appointed by the Board. The Nominating and Corporate Governance Committee also oversees the adherence of directors, executive officers, and staff at all levels to Good Corporate Governance practices and the Code of Conduct.
4) The Management Development and Compensation Committee is composed of 3 non-executive directors and is responsible for proposing development policies, assessing the knowledge, skills, and compensation of the Executive Management, formulating the executive management succession plan, and reviewing the company’s human resources development policy.
There also were the appointment of Sub-committees at the management level to support the management performance in accordance with the good corporate governance principle. The Sub-committees are as follows:
1) The Risk Management Committee is composed of 9 executives and is chaired by Mr. Youssef EL KHOMRI, Director and President. The Committee is responsible for systematically reviewing risk management plans, as well as monitoring and establishing risk management strategies and mitigation measures. Additionally, the Committee is tasked with managing crises and responding promptly to potential risks, both proactively and reactively.
2) The Sustainability Development Committee is composed of 11 executives and is chaired by Mr. Youssef EL KHOMRI, Director and President. It is responsible for driving sustainability-related policies and practices across the organization with flexibility and effectiveness. The Sustainability Development and Corporate Communication Division, along with other business units and/or departments designated by the Committee, will implement corporate sustainability practices at the operational level.
3) The Data Protection Committee is composed of 7 executives holding the position of Head of Division, tasked with overseeing and driving the implementation of data privacy and protection policies across the organization to ensure their effectiveness, while strengthening the personal data privacy and security program. The company has appointed Ms. Suvimon Rojkangsadan as the Data Protection Officer (DPO).
Role and Responsibilities of the Board of Directors and the Sub-Committee
Please see details at “Roles and Responsibilities”
The Board of Directors has been actively involved in establishing policies and guidelines for executives, ensuring that these cover their core duties and responsibilities. The management is granted the authority to develop a strategic plan that aligns with the company's objectives and mission, which is then submitted for the approval of the Board of Directors. To ensure the balance and oversight of the management's operations, the Board of Directors has clearly defined separate roles, duties, and responsibilities for the Chairman of the Board and the President and appoint one of the directors to be the Chairman of the Board who must not be the same person as the President.
The duties and responsibilities of the Chairman of the Board are as follows:
- To call for the meeting of the Board of Directors, preside over as the Chairman of the Meetings and the shareholders' meetings, ensure that the meetings are conducted orderly, comply with law, and requirements of the regulatory agencies, as well as to oversee the voting process. In the event of tie vote, Chairman of the Meeting shall have a casting vote. The Chairman will abstain from voting on matters in which he has an interest.
- To promote and support all directors to express their opinions independently for the benefit of the company and its shareholders as a whole, as well as to enhance the decision-making process of the directors to ensure responsibility and ethics.
- To monitor the performance of the board of directors to ensure effective governance of the organization, achieving objectives and key goals for the maximum benefit of the company, shareholders, and stakeholders.
- To oversee and review the appropriateness of the structure and effectiveness of the performance of the sub-committees.
- To strengthen the good relationship between the Company's board of directors and management, and support the performance of the President, Management, and Company Secretary to work together smoothly and effectively.
The Management Development and Compensation Committee is responsible for proposing policies for developing and accessing knowledge and capabilities then proposing to the Board of Directors the appointment of qualified individuals to be President.
The duties and responsibilities of President are as follows:
- To formulate the business plan and long-term strategy of the Company by joining with the Executive Committee and propose to the Board of Director for final approval.
- To formulate the Company’s business plan and strategy in accordance with the Company’s long-term strategy.
- To formulate the Company’s annual budget and allocate required resources to achieve annual goal.
- To manage human resources including recruiting, setting compensations, welfare and benefits, setting evaluation methods, appointing, removing and transferring staff and issuing rules, regulations and announcements as deemed appropriate.
- To set forth management structure, determine roles, duties and approval authorities to be efficient and suitable for the individual qualification and business condition.
- To develop various systems to ensure effective and efficient operations.
- To build and nurture corporate cultures to achieve long term sustainable growth.
- To develop skills, knowledge and competency of employees in accordance with the Company’s business plan and to develop the succession plan of all management level.
- To develop valid and sufficient databases and their storage as well as an efficient retrieval and display system.
- To represent and promote corporate image and profile to the public.
- To develop and enhance the company adherence of good corporate governance principles, with personnel having a sense of responsibility towards stakeholders, as well as society and the environment.
The Company Secretary’s duties and responsibilities are not less than stipulated in the Securities and Exchange Act (No. 4) B.E. 2551 and/or other related laws, rules and regulations have been stipulated. This includes:
Duties and Responsibilities of Company Secretary are as follows:
- To support the Board to perform its fiduciary duties with integrity and care as a normal person may do in the same situation; to offer advice to directors, the management, and staff to ensure compliance to the laws, rules and regulations of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET) and other relevant legislations.
- To prepare and maintain important documents accurately and completely in accordance with the law, including the register of directors, meeting notices for the board of directors, supporting documents and minutes of board meetings, meeting notices for shareholders and minutes of shareholders' meetings, as well as the company's 56-1 report.
- To compile all necessary documents for board and shareholder meetings regarding significant matters as required by law or those that may impact the company's operations. Ensure that management provides the board with sufficient and appropriate supporting documents to facilitate thorough review prior to meetings, in accordance with good corporate governance principles
- To support the board of directors in implementing a robust system for managing material non-public information (MNPI) to prevent the leakage or misuse of significant company information.
- To monitor and coordinate the reporting of related party transactions by directors and executives to promote transparency and maximize shareholder value in public companies.
- To ensure that directors, executives, and accounting controller accurately report their securities holdings in accordance with the rules and regulations of The Securities and Exchange Commission, Thailand and The Stock Exchange of Thailand.
- To recommend and promote the implementation of a robust data management system within the company and require directors and executives to report changes in securities holdings and derivative contracts in accordance with legal and regulatory requirements. A summary of securities holdings should be presented to the board of directors at each meeting.
- To prepare 56-1 One Report sufficiently to distribute to shareholders and related people.
- To oversee the disclosure of information and reporting of relevant data to the regulatory authorities in accordance with the rules and regulations of The Stock Exchange of Thailand.
- To perform other relevant duties as assigned by the Board of Director and/or stipulated by The Securities and Exchange Commission, Thailand and The Stock Exchange of Thailand.
The Company determines the schedule for Board meetings and sub-committee meetings in October of the preceding year. Directors and relevant parties are notified in advance, allowing them to plan their attendance accordingly. In 2024, the Company has appointed Dr. Kulpatra Sirodom, independent director and the Chairman of the Audit Committee, to consider and determine the agenda for the meeting. The meeting schedule also includes provisions for independent directors to meet independently, without the presence of top management, to exchange opinions and discuss matters relevant to their duties.
At every board meeting, no fewer than 7 directors must attend the meeting to form a quorum. To adopt a resolution, no fewer than two-thirds of the entire committee must be present at the meeting. The resolution must be approved by a vote of not less than half of the directors present at the meeting. In the event of tie vote, Chairman of the Board shall have a casting vote. The sub-committee meetings require the attendance of at least two-thirds of all subcommittee members form a quorum. Any adopted resolution must be approved by a vote of not less than half of the subcommittee members present at the meeting.
In 2024, the Company convened 9 Board of Directors’ meetings, 4 Audit Committee’s meetings, 11 Executive Committee's meetings, 4 Nomination and Corporate Governance Committee’s meetings and 3 Management Development and Compensation Committee’s meetings. At every meeting, the minutes of the meeting were written recorded and kept on erwgroup.sharepoint.com where is accessible by the relevant stakeholders who were granted the access rights.
In addition, the Audit Committee facilitated a meeting between the Independent Directors and the company auditors to allow for open questioning and to acknowledge any limitations or challenges encountered during the execution of their duties. This took place during the Audit Committee Meeting No. 4/2024 on 14 November 2024. The company auditor reported that no obstacles were encountered during their review and verification of the company's financial statements. Additionally, the Board of Directors held a meeting without the presence of top management or the management one level below top management in Board of Directors Meeting No. 9/2024 on 25 November 2024, providing an opportunity for Independent Directors and Non-Executive Directors to openly express their views on the performance of the Company's management and informing the President verbally. No such opinions were recorded in the meeting minutes.
The Company Secretary distributes the evaluation forms for the Board of Directors, Sub-committees, and Self-assessments to all directors through electronic media and QR Code, facilitating their annual performance evaluation in accordance with the principles of good corporate governance for listed companies. The evaluation form is derived from the template provided by the Corporate Governance for Capital Market Department of the Stock Exchange of Thailand (SET), with adjustments made to align with the company’s business nature and to address the roles and responsibilities of the Board of Directors, Sub-committees, management, and the Company Secretary. Upon submission of the evaluation forms by all directors, the Company Secretary compiles the scores, summarizes the results, and presents them to the Nominating and Corporate Governance Committee. Subsequently, the findings are presented to the Board of Directors for discussion on how the evaluation outcomes can be used to enhance the Board’s overall effectiveness.
Evaluation Criteria:
| Evaluating Performance in relation to Expectations | Assessing Effectiveness in comparison to the Previous Year |
|---|---|
| 1 = Need improvements | 1 = Worse than previous year |
| 2 = Below expectations | 2 = Equal to previous year |
| 3 = As expected | 3 = Better than previous year |
| 4 = Beyond expectations |
Summary of Performance Evaluation:
| Committee | 2024 | 2023 | Evaluating effectiveness | |||
|---|---|---|---|---|---|---|
| Equal to previous year | Better than previous year | |||||
| The Board of Directors | 82% | 82% | 58% | 42% | ||
| The Audit Committee | 79% | 79% | 67% | 33% | ||
| The Nominating and Corporate Governance Committee | 75% | 75% | 100% | - | ||
| The Management Development and Compensation Committee | 75% | 75% | 100% | - | ||
| The Executive Committee | 79% | 75% | 50% | 50% | ||
| Director Self-Assessment | 75% | 73% | 92% | 8% | ||
The Board's 2024 performance evaluation was rated "Good" with a score of 82%. The Board determined its structure and composition are appropriate, with sufficient independent directors to ensure balanced power. Directors understand their roles and responsibilities, making independent decisions without undue influence. All directors responsibly fulfill their duties, overseeing business management for the maximum benefit of shareholders. They maintain positive relationships with management, fostering open communication, and demonstrate a commitment to self-development and executive development, ensuring a comprehensive understanding of the business. The Board of Directors has incorporated the directors' recommendations to enhance the effectiveness of the Board, Management, and Company Secretary, thereby contributing to the Company's operational success.
The Nomination of Directors
The Nominating and Corporate Governance Committee is responsible for reviewing the structure of the Board of Directors, identifying qualifications of each position, selecting and nominating qualified persons as a director in accordance with the Company’s Articles of Association Clause 19 “At each annual ordinary meeting of shareholders, not less than one-third (1/3) of the directors shall retire. If the number of directors is not a multiple of three, the number of directors shall be the closest to one-third (1/3). A director who vacates his office may be re-elected.
Criteria for Consideration
The Nominating and Corporate Governance Committee considers and selects individuals who meet the director’s qualifications, ensuring their suitability and alignment with the company's business strategy. The Committee aims to appoint directors who possess the knowledge, skills, and experience that are beneficial to the company. Nominated independent directors must meet the qualifications for independent directors as outlined in relevant laws and regulations. They must not possess any disqualifying characteristics and should demonstrate integrity and a strong sense of responsibility. Independent directors are expected to exercise due care and loyalty in fulfilling their duties, adhering to the guidelines of the selection and appointment of the Company’s directors. The Committee's recommendations are presented to the Board of Directors for endorsement and subsequent proposal to the Annual General Meeting of Shareholders for approval. Following the appointment of a director, the President and the Company Secretary arrange an orientation briefing to ensure that the director understands the company's business operations and strategic plan.
The Remuneration of the Directors
The Nominating and Corporate Governance Committee is responsible for establishing the director’s compensation policy. The compensation is reviewed for its reasonableness based on scopes of work, roles and responsibilities, the Company’s financial status and operation results. The Committee benchmarks the compensation against peers in the same industry with similar revenues and generally pays in three forms: retainer fee, attendance fee and bonus. However, a sub-committee member may receive additional compensation based on their increased responsibilities. The director’s compensation must be approved by the Annual General Meeting of Shareholder every year.
The Nomination of Executives
The Management Development and Compensation Committee is responsible for selecting and preparing a succession plan for the position of President, defining the required skills, knowledge, abilities, and potential of individuals who will be successors for the position, to propose a suitable candidate for the position of President to the Board of Directors. To ensure effective corporate governance, the Chairman of the Board must not be the same person as the President to provide a proper system of checks and balances and prevent any disruptions in performance that could affect the company’s business.
For other management positions, it’s the duty of executives along the chain of command to oversee human resource development and mentoring to establish a succession plan. This approach considers executives up to three levels below the Executive Vice President to the level of department head, to decentralize a decision-making process, to increase employee engagement and retain qualified talents.
The Remuneration of Executives and Employee
The Management Development and Compensation Committee is tasked with evaluating performance of the President across four key areas: finance, customer satisfaction, internal processes, and human resources and corporate development. This performance evaluation is an integral part of the structure of employee benefits.
The President determined the compensation for the executives through two evaluation processes:
1. BSC (Balanced Scorecard): The strategic priorities of a particular department are evaluated against the organization’s overall strategies through a process that links three levels of strategies-corporate strategy, department strategy, and unit strategy-ensuring alignment with one another.
2. CSB (Competency Skill Behavior): A supervisor evaluates an individual based on thematic criteria aligned with the Company’s policies, which may vary depending on each employee’s qualifications. To ensure effective evaluation and incorporate input from colleagues at various levels, the assessment is conducted in a 360-degree format, where supervisors evaluate supervisees and vice versa. Self-evaluations are also carried out at all levels.
The results of these two evaluations are used to determine the distribution of the Company’s overall returns among employee at the department, section, and unit levels.
Self-Development of Directors and Executives in 2024
1. Dr. Pipat Luengnaruemitchai, Independent Director and Member of the Audit Committee, participated in the Director Training Course of Thai Institute of Director (IOD), specifically:
- DCP: Director Certification Program 360/2024
- AACP: Advanced Audit Committee Program 54/2024
2. Ms. Kanokwan Thongsiwarugs, Senior Vice President of the Internal Audit Division and Secretary to the Audit Committee, attended the CAE-Chief Audit Executive Professional Leadership Program, Class 5/2024, organized by the Federation of Accounting Professions Under the Patronage of His Majesty the King.
3. The Board of Directors, Advisor to the Board, and Executives of the Company, totaling 24 individuals, participated in the Knowledge Sharing Initiatives for Board Members and Executives session on the topic of "Tourism and Hotel Outlook 2025 & Opportunities and Challenges." The session was conducted by the SCB Economic Intelligence Center, namely Assoc. Prof. Somprawin Manprasert, Executive Vice President and Chief Economist; Dr. Kamolmal Chaenglom, Senior Analyst; and Mr. Punyapob Tantipidok, Senior Analyst.
4. The Executives of the Company and its subsidiaries, totaling 27 individuals, attended a workshop on the topic of "LEGO SERIOUS PLAY Real Time Strategy and Creanovation (LSP)", was conducted by Mr. Songpathana Snidvongs, an expert on innovation creation in large organizations from Mind Dojo Co., Ltd.
Please see details at “Sustainability Development”
The Board of Directors takes into consideration shareholders’ rights without limiting only to their fundamental rights as stipulated by laws. This refers to their rights to trade or transfer shares, to share the company’s profits, to adequately receive the company’s information, to attend meetings to vote at shareholders’ meeting in order to either appoint or remove directors and to appoint or remove auditors and discuss important matters affecting the company. In this regards, important matters can range from allocating dividends to formulating or amending rules and regulations and the Memorandum of Association, increasing or reducing capital and approving special transactions. The Board of Directors also supervises to ensure that meeting’s time, date, place and meeting agendas are given to shareholders, that relevant documents and information required for making decisions at a meeting are available to shareholders, that shareholders are notified of applicable rules at the meeting, that voting procedures are not too complicated and that a meeting location is convenient and not expensive for shareholders to attend the meeting.
The Board of Directors has allowed shareholders to propose agendas of the Annual General Meeting of Shareholders in advance prior to the meeting date. Clear rules and regulations in doing so have been posted in the company’s website to facilitate shareholders. Shareholders may submit a document to propose potential meeting agendas by January 31 of every year. The Board encourages shareholders to use Proxy Form B so that shareholders can determine a voting direction as there are names and information of five Independent Directors who can be alternative proxy for shareholders. In addition, the information must be posted in the Company’s website at least 30 days prior to the meeting. Documents must also be sent to shareholders in advance enough for them to study prior to the meeting. During the Meeting, the Company treats every procedure equally. No agendas are shortened, deleted or alternated. This is especially the case of an agenda to appoint directors where shareholders are entitled to vote for directors individually upon enough information. All ballots featuring yes, no and abstention votes are duly kept as evidence. At the Annual General Meeting of Shareholders for the year 2020, no voided ballot.
At every shareholder’s meeting, Chairman of the Board, Chairman of the Committees, Directors, the Chief Executive Officer (CEO) and the President attend the meeting to allow shareholders to express their views and ask questions about relevant matters to the meeting. During the past, the Chairman, Chairman of Sub-committee and Management attended the meeting to allow shareholders to ask questions in an adequate fashion, which however did not delay the meeting. In addition, Q&A sessions, resolutions adopted at the meeting and votes received at each agenda were properly recorded in writing in the Company’s minutes of meeting and posted at the Company’s website within 14 days from the shareholders’ meeting date.
Aside from the Board’s responsibilities to shareholders as mentioned above, the Board also formulates a Corporate Social Responsibility policy, which includes responsibilities to shareholders as follows.
- To manage the Company in a way that will turn it into a quality corporation committed to integrity while creating sustainable strength and growth for shareholders in the long run.
- To perform our job with thorough care and competency as a business may do under the same situation.
- To perform our duty with integrity and to fairly treat both major and minor shareholders for the benefit of all relevant parties.
- To manage the Company’s properties in a manner that avoids their depreciation.
- To report the Company’s status and operation results regularly, accurately and completely based on existing facts.
- To prevent the Company’s confidential information from being improperly disclosed to the third party.
- To avoid doing anything that may lead to a conflict of interest against the Company without any advanced notice.
- To respect the rights and to equally treat all shareholders, whether they are executive or non-executive shareholders, and foreign shareholders.
We set up the Investor Relations Unit as a center to provide complete company information to retail and institutional investors, shareholders, analysts and the public sector. Contacts can be made directly at The Erawan Group Plc., No. 2, 6th Floor, Ploenchit Center Building, Sukhumvit Road, Klongtoei Sub-district, Klongtoei District, Bangkok 10110 or visit us at www.theerawan.com. Inquiries can also be made through ir@theerawan.com.
We give the right to access information of all stakeholders and determine guidelines and practices for our executive officers and staff to encourage their fair and equal interactions with all stakeholders. We also allow stakeholders to directly contact the Board, the Audit Committee and the Nominating and Corporate Governance Committee for their valuable suggestions that will not only benefit but also add more values to our management at our office, No. 2, 6th Floor, Ploenchit Center Building, Sukhumvit Road, Klongtoei Sub-district, Klongtoei District, Bangkok 10110; or at the Office of Company Secretary and Good Corporate Governance Division, email: gcg@theerawan.com. All information is considered confidential and will be directly forwarded to the Board.
The Erawan Group considers that it’s the responsibility of directors, executives and all employees to acknowledge and perform their duties diligently. It’s the duty of the Nominating and Corporate Governance Committee to have directors, executives and employees at all levels comply with the corporate governance best practices and the Business Code of Conduct. The secretary will help coordinating, following up with results and reporting the practices so that information can be disclosed to shareholders through both internal and external channels.
- Keep confidential information secret and refrain from disclosing any information considered confidential to the third party without proper authorization.
- Those directly involved with financial information and/or other information which may affect the Company’s securities price are prohibited to trade the Company’s securities during a 30-day period prior to the disclosing date of the Company’s operation or the reporting date of its business to the Stock Exchange of Thailand and the Securities and Exchange Commission.
- The first four executives succeeding the President and the Head of Accounting Department shall submit the changes in securities and derivatives holding report within 3 working days in accordance with the SEC’s requirements.
- Refrain or avoid expressing any opinion to the third party or the press in any matter related to the Company without proper authorization.
- Avoid using one’s position and/or information acquired as a result of duty to seek interests for oneself or others.
- Refrain from doing anything or participating in any action or covering anything that might lead to a conflict of interest or that prevents one from performing his duty with fairness or refrain from participating in any illegal cover-up operation.
- Not demanding and accepting gifts, favors or any benefits from business partners, vendors or any third parties who related to the company business unless on appropriate occasions and the gift with a monetary value not exceeding 3,000 baht. In the event that refusal to accept gifts or other benefits is not appropriate, the disclosure of acceptance should be done, and the gifts must be delivered to Good Governance Office.
- Those involving in negotiating a business deal worth more than One Hundred Thousand Baht are required to reveal his personal relationship and a couple and closed relatives according to the personal relationship disclosure form before submitting it to the Good Corporate Governance Center as an expression of opinion to the President and avoided using mobile phone and at least one employee should be presented in such negotiation.
- Any negotiation relating to the bidding shall be discussed at the Company’s premise only unless it is necessary where the Good Corporate Governance Center shall be notified in advance and at least one representative from the Bidding Committee shall attend such negotiation.
- Avoid using or giving any information or indicating any detail about the operation which may prompt any one or several bidder or bidding party to be more advantageous when submitting the tender.
- Perform one’s duty with honesty, fairness, responsibility, commitment and enthusiasm by taking into consideration the Company’s interests.
- Perform one’s duty conscientiously; seeking ways and means to improve one’s performance for higher efficiency.
- Use the Company’s properties for its full benefit; take care to ensure that they are not depreciated or lost; do not use the Company’s properties in any useless meaning to the firm; do not use them for the interest of one’s own or of others.
- Employees are prohibited to participate in any action, or to conceal any action that may possibly lead to a conflict of interest with the Company, or that may prevent employees from fairly performing their duties, or that may lead them to participate in covering any illegal action.
- Encourage a teamwork spirit by providing cooperation and assistance to each other for the benefit of the Company’s business.
- Supervisor must perform his duties to the respect of his supervisees whereby he shall become their role model.
- Treat supervisor with respect; treat colleagues with care and respect of other people’s integrity.
- Pay attention and do everything to ensure that the workplace remains safe and has a good environment.
- Employees are prohibited to unduly use the Company’s information acquired during their performances for their interest or for the interest of others.
- Keep the Company’s confidential information; ensure that no secret document or information is leaked or fell into non-relevant parties which may damage the Company.
- Refrain or avoid expressing opinions to the third party or the press in any matter relating to the Company if one has no authority to do so; this shall include any matter that may affect the Company’s reputation and operation.
- Not demanding and accepting gifts, favors or any benefits from business partners, vendors or any third parties who related to the company business unless on appropriate occasions and the gift with a monetary value not exceeding 2,000 baht. In the event that refusal to accept gifts or other benefits is not appropriate, the disclosure of acceptance should be done, and the gifts must be delivered to Good Governance Office.
- Do not claim others’ work as one’s own.
- Do not use one’s title or position to seek the interest for one’s own or for others.
- Do not do anything that may damage the Company’s image and reputation.
- Notify relevant agencies and the Company’s executives should one find that there is an unusual operation or illegal action going on within the Company.