Corporate Governance Policy

In order to follow Corporate Governance Policy of the Thai stock market, the CRD’s board of director had designed the following company policies:

  1. Business Ethics
  2. Right and Equality for stockholders
  3. Ethics and Code of Conduct for managers and employees
  4. Charter for board, sub committee, managing director and secretary
  5. Related party transaction policy governing transactions between the company and any major shareholder, board member or other related person
  6. Our other important policies to follow

Business Ethics

The Chiang Mai Rimdoi Co., LTD business ethics are as follows:

  1. We will do business with honesty and with responsibility to society both by laws and our code of conduct. This includes doing good deeds to people and the environment.
  2. We will treat the customers fairly in term of products and services.
  3. We will perform the business by the standard procedure and control the business cautiously with our best ability and knowledge based on reliable information. We will follow the law and related regulations.
  4. We will keep the customer’s business information confidential unless required by law.
  5. We will provide communication channels for customer feedback.
  6. Provide product and service information to customer.
  7. Follow all arrangements made with clients. If the company cannot follow or does not agree to customer requests, we will discuss with clients promptly.

Rights of Shareholders

Our company’s policy is to treat every shareholder equally. All the shareholder meetings will be disclosed, transparent and fair.
Every shareholder will have the same rights and equality as follows:

  1. Shareholders own the company, controlling it by appointing the board of directors to act as their representatives.
  2. Right to sell and buy or transfer the stock.
  3. Right to join the shareholder meeting, vote, give opinions, including important decisions to make any major changes.
  4. Right to give the proxy for someone to go to the meeting for you and vote.
  5. Right to appoint or fire the board.
  6. Right to appoint and define the compensation for auditor.
  7. Right to receive regular and timely information regarding overall operation and management policy.
  8. Right to receive equal dividends.
  9. Right to acknowledge the operation information that related.

Charter

  1. Objective
    The Board of Directors have deemed appropriate to adopt the following charter of Audit Committee for sets the Audit Committee’s authority that is one of the important factors of good corporate governance to ensure the stakeholders that the operation of the company has an effective internal audit and control system, prevent conflicts of interest including using as the Audit Committee’s policy and for the Board of Directors as well as the Executives understand the Audit Committee’s scope of work.
  2. Composition of the Audit Committee
    1. The Audit Committee consist of at least three independent Board of Directors
    2. At least 1 committee member must have sufficient finance and accounting knowledge and experience to review the reliability of the financial statements.
    3. The Audit committee must have appropriate skill and expertise for their responsibilities
    4. The members of Audit Committee shall select one Audit Committee to be Chairman of the Audit Committee
  3. Qualifications
    The Audit Committee must possess full qualifications as specified in SEC’s laws and independent committee and audit committee requirements as below.

    1. Qualification of Independent Audit Committee
      1. Holding no more than 1 % of total voting shares of the company, parent company, subsidiary, affiliate, major shareholder, or controlling parties including the shareholding of persons related to the independent committee
      2. Not currently be or never been the company’s executive director, employee, worker, salaried consultant, or controlling parties the company, parent company, subsidiary, affiliate, major shareholder, or controlling parties. With the exception, it has been at least two years after the person has held the position. However, the prohibited characteristics do not include the case of being a government official or advisor of a major shareholder or controlling parties
      3. Not by blood or legally registered for being father, mother, spouse, sibling, child, child’s spouse of directors, major shareholder, controlling parties, or persons who will be nominated as directors, or controlling parties of the company or subsidiary.
      4. Not currently having or never had any relations with the company, parent company, subsidiary, affiliate, major shareholder, or controlling parties in the way that such relation may impede the person from having independent views. Also, the person should not currently be or never be a significant shareholder or controlling person for persons having business relations with the company. With the exception, it has been at least two years after the person has held the position. As business relation that mentioned above including making commercial transactions for business, renting, or real estate renting, list of assets or services, or giving or receiving financial assistance by accepting or lending loans, surety ship, providing assets as collateral including other similar behaviors that causes the company or the counter party having a debt for paying from 3% of the net tangible assets of the company to the other party or from 20 million baht or more. The calculation of such indebtedness shall be in accordance with the calculating method of the connected transactions value as in the Notification of the Capital Market Supervisory Board entitled Rules on Connected Transactions, mutatis mutandis. The occurred debt during one year before the date of business relations with the same person
        shall be counted.
      5. Not currently being or never been the auditor of the company, parent company, subsidiary, affiliate, major shareholder, or controlling parties. Also, the person should not currently be or never be a significant shareholder, controlling person, or partners of current auditor’s auditing company, holding company, subsidiary company, associate company, major shareholder, or controlling parties. With the exception, it has been at least two years after the person has held the position.
      6. Not currently be providing or never provided professional services, legal consulting, nor financial consulting services to the company, parent company, subsidiary, affiliate, major shareholder, or controlling parties with a fee more than THB 2 million per year. Also, the person should not currently be or never be a significant shareholder, controlling person, or partners of current service providers. With the exception, it has been at least two years after the person has held the position.
      7. Not currently a committee appointed to represent the company’s directors, major shareholders, or the shareholder related to major shareholder.
      8. Not currently be operating under similar business nature and significant competition to the company or subsidiary; or not a significant partner of the partnership, executive director, salaried worker, employee, or consultant; or holding more than 1% of voting shares of any other companies operating under similar business nature and significant competition to the
        company and subsidiary.
      9. Not under any conditions that may impede the person from having independent views towards the company’s operations.
      10. Independent committee as mentioned above may be assigned by the Board of Directors. Using Collective Decision to decide on the operation of the company, parent company, subsidiary, affiliate, major shareholder, or controlling persons.
    2. Qualifications of the Audit Committee
      The Audit Committee must have the same qualifications as the independent committee qualifications. The addition are as following

      1. Not currently the committee authorized by the Board of Directors to make administrative decisions of the company, parent company, subsidiary, same-level subsidiary, major shareholders, or controlling persons.
      2. Not currently the director of the parent company, subsidiary, or same-level subsidiary of listed companies only.
      3. Having sufficient knowledge and experience to perform the duty of the Audit Committee.
      4. Having been appointed by the Board of Directors or shareholders’ meeting to act as the Audit Committee member.
  4. Duties and Responsibilities

    1. Review the company and subsidiary’s financial reporting process to ensure that it is accurate and adequate.
    2. Review to ensure that the company and subsidiary have appropriate and efficient internal control and internal audit systems. Also consider the independence of internal audit unit, approve an appointment, transfer, or termination of the head of internal audit unit, or any other units in charge of an internal audit.
    3. Review to ensure the company is compliance with SEC’s laws, SET‘s regulations, and other related business laws.
    4. Consider, select, and nominate independent persons to act as auditor, suggest the remuneration, and attend non-management meeting with the auditor at least once a year
    5. Consider the connected transactions or the transactions that may cause conflicts of interests including the assets acquisition or disposition of the company and subsidiary making them in line with the laws and SET’s regulations. This is to ensure such transactions are reasonable and for the highest benefit of the company. The audit committee has the authority to request opinions without any other professional advisors when company’s expenses were deemed necessary in accordance with the company’s regulations for the consideration
    6. Prepare an audit committee’s report and disclose it in the company’s annual report. The report must be signed by the audit committee’s chairman and consist of at least following information:
      a) Opinion on the accuracy, completeness, and reliability of the company’s financial reports
      b) Opinion on the adequacy of the company’s internal control system
      c) Opinion on the compliance with SEC’s laws, SET’s regulations, or any other related business laws
      d) Opinion on the suitability of the auditor
      e) Opinion on transactions which may cause conflicts of interests
      f) Number of the audit committee meetings, and attendance of such meetings by each audit committee member
      g) Opinion or overview comment received by the audit committee from its performance of duties in accordance with the charter
      h) Other transactions which should be known to the shareholders and general investors, subject to the scope of duties and responsibilities assigned by the board of directors
    7. Other operations as assigned by the board of directors, and approved by the audit committee
    8. The Audit Committee have authority to request information from departments of the company and its subsidiaries for additional matters consideration. If the Audit Committee found or suspected that there is a transaction or action that may have a significant impact on the financial position and operating results of the company, the Audit Committee will report to
      the Board of Directors for rectification within the Audit Committee deem appropriated time. List types or actions that need to be reported are as followings
      • List of conflicts of interest
      • Corruption, irregularities, or significant defects in the internal control system
      • the Board of Directors and the Executives already have to take corrective action together for a specified time.

    If the Audit Committee find that there is no reason to ignore such amendment,
    one of the Audit Committee members may report such findings to the Securities and Exchange Commission and/or the Stock Exchange of Thailand

  5. Term of office and the Audit Committee Election
    1. The Audit Committee is selected and appointed by The Board of Directors. When the Audit Committee has completed the term of office or there is a reason that the Audit Committee cannot stay until the end of the term and the result is that the number of members is less than three persons, The Board of Directors will appoint a replacement member to complete within three months from the date that the number of members is not complete to ensure continuity in the performance of the Audit Committee
    2. The Audit Committee shall hold office for a term of 3 years (with 1 year as mentioned means the period between the date of the Annual General Meeting of the year of appointment Until the date of the annual general meeting of shareholders in the following year). The committee may be considered to be appointed to a new position when the term of office was completed as the Board of Directors deems appropriate.
    3. In addition to the expiration of the term, The Audit Committee will vacate office when
      • Expiry of the term
      • The Board of Directors’ resolution to vacate the position
      • Resign
      • Dies
      • Remove by the Board’s resolution
    4. The resignation of the Audit Committee in case of being a director of the company to submit a resignation letter to the Chairman of the Audit Committee or the Chairman of the Board of Directors at least 1 month in advance, together with the reason. The Chairman of the Audit Committee or the Chairman of the Board of Directors will propose to the Board of Directors for approval and for consider appointing other persons with complete qualifications to replace the resigned person
  6. Meeting

    1. Meetings of the Audit Committee with External Regular, Internal Auditors, Management and Executives responsible for accounting and finance should be held at least four times a year in order to review quarterly financial statements to the board of directors. Related persons can be invited by the Audit Committee such as company directors, executives or employees of the Company and subsidiaries to attend meetings, discuss, clarify or answer questions
    2. According to invitation of Audit Committee, the Chairman of the Audit Committee Or the secretary of the audit committee Send the invitation letter to the audit committee at least seven days before the meeting date, except in urgent cases, the meeting may be notified by other methods or the meeting date may be earlier than that.
    3. The quorum for the Audit Committee meeting requires the attendances of at least 50% of the total number of the members of the Audit Committee. In case of considering quarterly or annual financial statements, an audit committee has knowledge and experience in financial statements teaching should be attended the meeting.
    4. If the Chairman of the Audit Committee cannot attend the meeting, the Audit Committee members who attend the meeting will elect one of the members of the Audit Committee to be the Chairman.
    5. Major voting will be the decision of the meeting. If the members are evenly divided, the Chairman of the meeting shall have the casting vote.
    6. The Audit committee who has any interest in a matter shall refrain from expressing an opinion or voting on such matter
    7. The Secretary to the Audit Committee provide of the Audit Committee meeting report. The report must be approved by the Audit Committee. The Chairman of the Audit Committee have responsibility to report the results of the meeting to the Board of Directors for acknowledgment of the Audit Committee activities.
  7. Reporting

    1. Reporting to the Board of Directors
      1. Report activities as usual to the Board of Directors for acknowledge the Audit Committee activitiesa) Report the Audit Committee Meeting in activities considering with clearly opinions
        b) Report of activities considered during the year. Moreover, report previous year’s performance to shareholders in the annual report
        c) Report the financial reporting comments and internal audit
        d) Report any other that the Board of Directors should know
      2. Report immediately noticed so the Board of Directors will find a solution in time for the following matters
        e) Report fraud, something wrong or significant defects on internal control system
        f) Report Conflict of interest
        g) Infraction of the SEC’s laws, or related
    2. Reporting of listed companies to the Stock Exchange
      1. Appointment of the Audit Committee
        a) Report the decision of the Board of Directors meeting to appoint the Audit Committee, submit the form and the scope of the audit committee in accordance with the regulations of the Stock Exchange of Thailand
        b) Submit the certificate and the history of the Audit Committee, along with the report on the decision of the appointment of the audit committee to the Stock Exchange within three days from the date that the Board of Directors has resolved to appoint the Audit Committee
        7.2.2Change of members of the Audit Committee
      2. Change of members of the Audit Committee
        a)Report the decision of the Board of Directors meeting to appoint the Audit Committee, submit the form and the scope of the audit committee in accordance with the regulations of the Stock Exchange of Thailandb)Submit the certificate and the history of the Audit Committee for the newly appointed Audit Committee, along with the report on the decision of the appointment of the Audit Committee
      3. Change of duties and the scope of work of the Audit Committee
        Report the decision of the Board of Directors meeting to change the duties and scope of work of the Audit Committee to the Stock Exchange of Thailand in accordance with the regulations of the Stock Exchange of Thailand within three days from the date of decision Of the Board of Directors regarding such changes
  8. Performance Evaluation
    The performance evaluation of the Audit Committee will be held every year. The Audi Committee will evaluate the performance of the entire Audit Committee and report the annual evaluation to the Board of Directors including the evaluation of the performance of the Audit Committee by related persons at least once a year in order to improve the performance to the highest efficiency for shareholders and the organization
  1. Objective
    The Board of Director has deemed appropriate to adopt the following charter of
    Nomination and Remuneration Committee in order to help the committee perform its duties and discharges its responsibilities effectively in the best interests of the company, and ensure
    compliance with guidelines on good corporate governance.
  2. Composition
    The committee shall be comprised of members at least three persons and not less than half of them must be independent committees. In this regard, the independent committees shall be the Chairman of the Nomination and Remuneration Committee.
  3. Qualifications

    1. Nomination and Remuneration Committee must have knowledge and experience that profit the company operation as well as integrity, ethics, having enough time to devote knowledge and perform duties for the company
    2. Nomination and Remuneration Committee must have qualifications and not have prohibited characteristics under SEC’s laws or related laws
  4. Duties and Responsibilities
    1. Considering criteria and process for recruiting including selecting qualified persons to be directors of the company, and the presented to the Board of Directors in order to present in the shareholders’ meeting or present to the Board of Directors for consideration and appointment
    2. Consider and selecting the appropriate person for being the Managing Director, and then present to the Board of Directors for consideration and appointment
    3. Consider the criteria of directors and Managing Directors’ remuneration
    4. Consider of committees’ remuneration and present to the shareholders’ meeting for approval
    5. Consider Managing Director’s salary adjustment and other remuneration and present to the Board of Directors for approval
    6. Perform other duties as assigned by the Board of Directors
  5. Term of office and Nomination and Remuneration Committee Election
    1. The Board of Directors appoints the Nomination and Remuneration Committee. With a term of three years (with one year as mentioned means the period between the date of the Annual General Meeting of the year of appointment until the date of the Annual General Meeting of Shareholders in the next year) and the Nomination and Remuneration Committee who retired by rotation could be nominated and appointed to a new position
    2. In addition to the expiration of the term, The Audit Committee will vacate office when
      1. Death
      2. Resignation
      3. Lack of qualification of the audit committee or possession of the forbidden qualifications in accordance with the law
      4. Remove by the Board’s resolution
    3. Nomination and Remuneration Committee who would like to resign from the position shall submit a resignation letter to the company. The resignation shall be effective from the date the resignation letter reaches the company
    4. In the case that the position of the Nomination and Remuneration Committee is vacant,
      the Board of Directors select any person who must have qualifications according to item 3 and must comply with the elements in item 2 to replace him. The position of a member of the Nomination and Remuneration Committee is only for the remaining term of the Nomination and Remuneration Committee member that he replaces
  6. Meetings
    1. The Nomination and Remuneration Committee should meet at least once a year. Members of the management, Executives or relevant employees of the Company or the auditor may be invited to participate in the meetings in order to opine, submit documents or information deemed relevant or necessary
    2. In calling a meeting, the Chairman of the Nomination and Remuneration Committee or the Secretary of the Nomination and Remuneration Committee, as assigned, shall send a written meeting notice to Nomination and Remuneration Committee members at least seven days in advance of the date of the meeting, except in case of urgency, for the benefits of the Company, a meeting notice may be made otherwise, with an earlier date
    3. For all meetings of the Nomination and Remuneration Committee, the quorum will be met with the presence of at least half of all Nomination and Remuneration Committee Members in position at that time
    4. Nomination and Remuneration Committee Members with connected transaction in any matter being reviewed must be excluded from the voting on that matter, with the exception of the determination of remuneration for the Board of Directors
    5. Decision is passed by means of majority votes where one Nomination and Remuneration Committee Member has one vote. In the case of a tie, the Chairman of the Nomination and Remuneration Committee is to cast an additional deciding vote.
  7. Reporting
    The Nomination and Remuneration Committee must report the outcome of their operation to the Board of Directors and publish a Nomination and Remuneration Committee report, signed by the Chairman of the Nomination and Remuneration Committee in the annual report of the Company as follows:

    1. Number of meeting
    2. Number of times that each Nomination and Remuneration Committee attended the meeting
    3. Performance results in accordance with the charter specified
  8. Performance Evaluation
    The Nomination and Remuneration Committee must evaluate their performance and submit the findings of their annual evaluation to the Board of Directors.
  1. Objective
    Executive Board, consisting of committees and executives with appropriate qualifications, are appointed by The Board of Directors for business management and controlling as assigned by the board. This Charter is made for the Executive Committee to understand the roles, duties and responsibilities as performing guidelines.
  2. Composition

    1. Executive Board shall consists of at least five committees and executives.
    2. The Managing Director is the Chairman of the Executive Board by position.
    3. The Chairman of the Executive Board must not be the Chairman of the Board of Directors.
  3. Qualifications

    1. The Executive Board must be a person with knowledge, ability and experience that will benefit the business operations of the company. Having integrity, ethics in business and enough time to devote knowledge, ability and perform duties for the company.
    2. The Executive Board must have qualifications and not have prohibited characteristics under the law on public companies, SEC’s laws, and related laws.
  4. Duties and Responsibilities
    The Executive Board has been assigned by the Board of Directors to have the authority and responsibility for normal business operations and company managements, scrutinize and policy term, business plan, budget, management structure, various administrative company powers, determining criteria for conducting business in accordance with the economic conditions to propose to the meeting. The Board of Directors approves and/or give approval including checking and monitoring the company’s performance in accordance with the specified policy. In summary, the Executive Board has important duties and responsibilities as following:

    1. To provide policy direction, appointment, define authorities and duties, control, supervise, coordinate, and define special working or management teams’ authorities and duties including considering and approving various proposals proposed by the special working or management teams.
    2. Approve the proposed proposal by various working groups for the administration benefit and company’s objectives.
    3. Study new projects’ possibilities. Having authority to consider and approve various auctions’ participation as well as undertake various projects as deemed appropriate including making related legal until accomplishment.
    4. Study the possibility of new projects investing. Having authority for considering and approval the company to invest or investing participation with individuals, corporation, other various form of working group to carry out business in accordance with the objectives including investing in other types of shares, such as buying shares, exchange shares with other corporation as deemed appropriate as well as making related legal acts until completion in accordance with the approval authority schedule at that time.
    5. Specify, consider, and approve regulations, policies, management policies, and business operations or any actions are binding on the company.
    6. Provide suggestion, advice and formulate the policy and Managing Director and special working groups’ authorities.
    7. Having authority to approve, appoint, employ, sacked, penalties discipline. To define salaries, wages, welfare, bonuses, gratuities and other rewards as well as expenses and facilities of company’s staffs or employees have positions from department director, assistant managing director, deputy Managing Director or equivalent, or various special working groups to perform specific tasks.
    8. Operate actions in accordance with the policies assigned by the Board of Directors.
    9. To have authority to appoint any person or group of persons to operate the company business under the control of the executive committee or possibly will authorize such person or group of persons to have the authority to proceed as Executive Committee deemed appropriate. Moreover, having authorities to change, change, cancel, and revoke those authorities.
    10. To have authority to appoint the chairman of advisor, advisor, or the advisory committee of the Executive Committee as appropriate. To have the authority to define remuneration allowance, welfare, facilities and other expenses of the chairman of advisor, advisor, or the advisory committee as appropriate.
    11. Executive Board the Chairman of the Executive Board have the authority to call the Executive Board meeting and / or define the rules and regulations of the meeting as appropriate.
    12. If the Chairman of the Executive Board is unable to perform his duties, the Chief Executive Officer shall appoint a guardian with the same authority as the Chief Executive Officer.
    13. To Consider and approve the authority in business operations for executives in accordance with rules and regulations.
  5. Term of office and Executive Board Election
    1. The Executive Board is appointed by the Board of Directors in accordance with the regulations of the company. The director may assign one director or many others can act on behalf of the Board of Directors including considering the experience that will benefit to person business as well.
    2. The Executive Board will vacate office when
      • Death
      • Resignation
      • Lack of qualifications or Possession of the forbidden characters in accordance with the law
      • Remove by the Board’s resolution
    3. Any Executive Board who will resign from the position shall submit a resignation letter to the company. The resignation shall be valid from the date the resignation letter reaches the company
    4. If the position of the Executive Board is available, the Board of Directors shall select any person who is qualified to be an Executive Director for replacement
  6. Meeting
    The Executive Board has scheduled meetings on a monthly to consider various matters as assigned by the Board of Directors, and scrutinizing matters to be proposed to the Board of Directors for approval or arrange a meeting depending on the appropriateness
  7. Reporting
    The Executive Board must report the outcome of their operation to the Board of Directors and publish Executive Board report to shareholder in the annual report of the Company as follows:

    1. Number of meeting
    2. Number of times that each Executive Board attended the meeting
    3. Performance results in accordance with the charter specified
  8. Performance Evaluation
    All Executive Board must evaluate their performance and submit the findings of their annual evaluation to the Board of Directors
  1. Objective
    Board of director who act for the shareholders as their representatives will have a major role to put company in the right direction, including making sure that the business follow the law, company regulation, and objective in order to create value and long-term benefit for both company and shareholder.
    Board of director has realized how important of governance is. Governance will increase the trust to shareholders and stakeholders. Board member will do the best for their job with responsibility, honestly. Company interest will come first. Besides, they will follow the law, objective, regulation and shareholder and board of director meeting resolution. Therefore, the purpose of this charter is to explain the roles and responsibility to board of director in order to build the efficiency, effectiveness and transparency of the business.
  2. Composition

    1. The board of directors shall consist of at least 5 persons and at least half of the directors of the company are required to have their domicile in Thailand and meet legal qualifications.
    2. For the board of directors ratio, at least 3 directors and one-third of the directors are required to be independent directors. To be consider independent, directors must meet the independence requirements by The Securities and Exchange Commission, Thailand (SEC) No.28/2551: Permission and approval for stock offering
    3. The board of directors will appoint the chairman of the board of directors of the company. There shall be one or more than one of the vice chairman of the board.
    4. The board of directors shall be through selection of the qualified and independent persons and/or the qualified persons who are not the executive and/or the executives of the company.
    5. The board of director does not have to be one of the shareholders.
  3. Qualifications
    1. The directors of the company shall possess knowledge, competence, proficiency, loyalty, honesty and shall have the qualification on professional skill, specialization and understanding in the nature of the business and the corporate group which is beneficial to the business undertaken including business ethics.
    2. The directors of the company shall possess qualifications and no forbidden character prescribed in the Public Company Limited law and not to possess the unsuitable character to reliability entrusted to manage the business of which the shares are publicly held in accordance with the notifications of the Securities and Exchange Commission.
    3. The directors of the company shall not undertake any business or become a partner or director of the company or juristic person of which the nature and the business undertaken is in competition with the business of the company unless previously inform to the shareholders.
    4. The directors of the company shall inform the company immediately if the directors have any direct/indirect conflict of the interest to any contract of the company. Including, hold, increase or decrease company or subsidiary company shares or debenture stock.
  4. Duties and Responsibilities
    The Board of the directors shall have duties and responsibility as follows:

    1. To perform the duty in accordance with the laws, objectives, regulations of the company and resolution of the meeting of shareholders with responsibility, care and integrity as a prudent person who will undertake his business under the same conditions for the maximum benefits of the company.
    2. Provide shareholders annual meeting within 4 months from the end of accounting period. Submit the invitation letter for the meeting, together with meeting documents to the shareholders in advance and in time required by the company regulations.
    3. The board of directors is required to meet at least once every 3 months. Every of the board of directors required attending the meeting that required voting for the significant matter, which shall be sell-buy significant asset of the company or subsidiary company, expanding investment project. Including consider and approve company connected transaction, authority level, financial management policy, risk management policy.
    4. Provide internal control, monitoring and efficient and effective risk management.
    5. Provide the accounting system, report, and reliable financial statements examination. Including, provide document management system for accuracy audit later on.
    6. Provide accuracy financial statement at the company accounting ending period to show actual, complete and follow the standard of the company financial status and performance. The company financial statement required an audit before presenting at the annual general meeting of shareholders in order to review and approve later on.
    7. Appoint the auditor who meets qualifications by law and regulation. Provide annual audit budget to the annual general meeting of shareholders in order to review and approve later on.
    8. To determine vision, mission, strategy, business direction, policy, target, direction of the operating plan and budget of the company, to supervise, oversee, monitor and examine compliance with the policy, plan and budget provided effectively and efficiently.
    9. The board of directors shall consider, review, monitor and approve business expansion plan for the major project including investment with other entrepreneur.
    10. The board of directors has a right to consider and make amendment of the list of directors who are authorized to sign their names in performance of the acts that bind the company.
    11. The board of directors shall consider the dividend for the shareholders for approval at the annual general meeting of shareholders. The board of directors shall approve the interim dividend for the shareholders base on the appropriate amount of company profit including report the interim dividend at the next annual general meeting of shareholders.
    12. To conduct the monitor policy with the subsidiary company or associated company.
    13. To perform the duty of the board of directors as appoint by the board of directors to be the board member or management of subsidiary company or associated company.
    14. To follow up and monitor the subsidiary company to continuously follow the plan and budget.
    15. To monitor the subsidiary company to accurately and completely disclose the financial statement, performance, transaction between the subsidiary, and significant sell-buy asset.
    16. In the case that subsidiary company perform the significant transaction to related person and sell-buy the asset, the responsible directors who appointed by the board of directors has responsibility to monitor the subsidiary to follow the same regulation and procedure as the company which has to be approved by board of directors meeting or shareholders meeting.
    17. The board of directors shall appoint the directors and/or executive for the subsidiary company or joint venture based on shareholding proportion in the subsidiary company or joint venture. Including monitoring the internal control policy and governance mechanism to the business with subsidiary company or joint venture in order to meet the requirement of subsidiary governance mechanism by No.28/2551: Permission and approval for stock offering
    18. To create management structure and has authority to appoint executive director, managing director and subcommittee such as audit committee, nomination and remuneration committee, etc. Including determine job description and remuneration for executive director, managing director and subcommittee. To appoint any person to undertake any act for the board of directors of the company while such assignment shall not assign the assignee to approve the transaction the such person or the person with possible conflict of interest or possible conflict of business interest in any nature with the company or the subsidiary company unless to approve the transaction as of the previously approval by the committee apply by company policy and regulations. To appoint any person to undertake any act for the board of directors of the company, there shall be clearly written statement specific scope of authority of appointed person.
    19. The director shall appoint one or more or any person to undertake any act for the board of director of the company under the board of director provision or assigned authority appropriately in the good timely manner. The act shall be cancel, change or amend as of appropriate consideration. Such assignment shall not assign the assignee to approve the transaction with possible conflict of interest or possible conflict of business interest in any nature with the company or the subsidiary company.
      It shall be the simple transaction or transaction as of the previously approval by the committee and meet the regulations about connected transaction and sell-buy asset by SEC or related organization.
    20. The director and executive shall declare possible conflict of interest or possible conflict of business interest in any nature with the company or the subsidiary as of the SEC regulations.
    21. The company not allowed the director, executive, director and executive spouse or underage child to either direct or indirect use company, subsidiary company or associated company information in order to benefit themselves or others.
    22. The director and executive including their related shall declare the relationship and avoid the transaction with the company, subsidiary company and associated company if there is any possible conflict of interest or possible conflict of business interest in any nature with the company or the subsidiary.
    23. To appoint the company secretary to assist the board of director to operate business to meet law, regulation, rules, order and related approach.
  5. Term of Office and Board of Director Qualifications
    1. Appointing the director of the company shall follow the company regulation and related law with transparency process. The directors of the company shall possess education, experience, qualifications and no forbidden character. There shall be sufficient information for board of director and shareholders to make the decision for appointing the director of the company.
    2. The director of the company is allowed to stay in his office for 3 years. (1 year is time between annual meeting of shareholders). The leaving directors may be elected to take the office again.
    3. In the annual general meeting of shareholders, one-third of the current number of directors is required to leave their office. If the number of directors of the company could not be divided by three equally, the closest number to one-third of the directors of the company is required to leave their office. The leaving directors of the company in the first and the second year after registration shall be drawn by the lottery to determine who is required to leave the office while the later years, the directors of the company who have been in the office longest are required to leave their office. The leaving directors may be elected to take the office again.
      The director of the company will leave its office in the following cases.
      • Death
      • Resignation
      • Lack of qualifications to be the director of the company or the independent director or Possession of the forbidden characters in accordance with the law on public company limited and the laws and/or notification on securities and stock exchange and the other related laws and/or notifications.
      • The meeting of shareholders has made resolution to make a removal with at least three- fourths of the majority votes of the number of shareholders attending the meeting and having the voting right. The total of share held of shareholders who vote has to be at least half from the shareholder who attending the meeting.
      • The removal made by the order of the court
    4. The director of the company who has desired to leave his office is required to submit his resignation letter to the company. The resignation is in effect on the date that the resignation letter has arrived the company and his resignation may be informed to the registrar of the public company as well.
    5. If the directorship is vacant for any reason except the expiry of the term, the board of directors may appoint the person who has qualifications and not possessed the forbidden characters in accordance with the law on public company limited and the law on securities and stock exchange to become the director of the company in the following meeting of the board of directors unless the term of such director is less than two months (required to be proposed to the meeting of shareholders for appointment) while the person to be appointed the director of the company is allowed to stay in the office for the remaining term of the replaced director of the company
  6. Meeting
    1. Every quarter meeting for the board of director is arranged in accordance with the laws and company regulation. Meetings may be arranged as deemed suitable to the chairman of the board of directors.
      If the chairman of the board of directors is vacant or absent or is unable to perform the duty, vice chairman of the board is required to chair the meeting. If vice chairman of the board is absent or is unable to perform the duty, managing director is required to chair the meeting. If managing director is absent or is unable to perform the duty, the most senior of board of director is required to chair the meeting.
      For arranging the meeting, the chairman of the board of director or appointed person shall send the meeting invitation by registered mail or give the invitation directly to the board of director within 7 days before the meeting unless it is an urgent case, the appointment of the meeting may be arranged by the other methods and the meeting date may be set earlier than that.
      The meeting invitation should include date, time, place and meeting agenda.
      If at least two directors have requested for a meeting, the chairman of the board of directors of the company is required to determine the meeting date within 14 days since the date of the request.
    2. To determine the quorum of the meeting of at least half of the total directors for opening the meeting. If the chairman of the board of directors is absent or is unable to perform the duty, vice chairman of the board is required to chair the meeting. If vice chairman of the board is absent or is unable to perform the duty, the directors of the company are required to elect one of the directors to chair the meeting.
    3. The resolution of the meeting of the board of directors of the company shall consist of the majority vote. To cast a vote, each director has one vote unless the director has conflict of interest in the matter being considered, is required to suspend his vote on such matter. If the votes are on par, the chairman of the meeting is allowed to cast an additional vote to make a decisive vote.
    4. The chairman of the board of director or appointed director shall set the board of director meeting date, time and place. The meeting could be in different area than the headquarter location or in nearby city. If the chairman of the board of director or appointed director does not set the meeting place, the meeting shall organize at the headquarter.
    5. The secretary of the company or the person assigned is required to prepare and complete the minutes of the meeting within 14 days since the meeting date and submit such minutes to the board of directors of the company without delay.
      The secretary of the company or the person assigned is required to submit the minutes of the meeting together with the plan (if any) to the related agency for acknowledgement as a guideline to undertake the work in accordance with the policy and practice provided.
  7. Performance Evaluation
    The board of directors of the company has a duty to make the performance assessment every year. The assessment will be used to undertake the development and improvement for continuous and effective development of the organization.
  1. Objective
    Managing Director is appointed by The Board of Directors of Chiangmai Rimdoi Public Company Limited to act in the company management hence the authority and duties of the Managing Director are defined as follows
  2. Composition
    The Managing Director comes from the nomination of the Executive Board by selecting from persons named as the Executive Board at the time of selection to propose to the Board of Directors for approval
  3. Duties and responsibilities
    1. To control the operation, plan operational strategies, and daily management company
    2. To decide on important matters of the company, define missions, objectives, guidelines, company policies including control of management in various fields
    3. Being the authority to supervise, contact, order, as well as to sign in the Legal Transactions and Contracts, document, notification, as specified in the authority manual
    4. Have the authority to hire, appoint, transfer person as appropriate. Furthermore, determine the scope of authority and appropriate compensation. To have authority to fire employee as appropriate as specified in the authority manual
    5. Have the authority to define trade conditions for the company benefit
    6. To consider new business investment or termination for presenting to the Executive Committee and / or directors of the company
    7. To approve and appoint necessary advisors for the operation
    8. Perform any action as assigned by the Executive Board and / or Board of Directors

    The Managing Director will not be able to approve the item that he or the person may have a conflict and interests or may have conflicts and interest with the company or subsidiary

Related party transaction policy governing transactions between the company and any major shareholder, board member or other related person

It is a very important policy for our company not to allow board member, committee or other related person use their authority to advantage their own benefit. Therefore, there are rules for committee, board member or other related person as follows:

  1. Avoid the transaction that directly related to the party in order to prevent the conflict between the company.
  2. In the case that the party has to do the transaction that related to themselves to benefit to the company, the party has to use the same procedure as an outsider. In addition, the related party has no right to approve that transaction.
  3. In the case that the transaction is related to Thai stock market announcement, the party has to follow the rules, procedure and declare the information strictly as follows:
    1. The transaction is the same standard as the general transaction without any trade bargaining power advantage as a committee, board member or related person. The transaction has to be approved by board of directors.
    2. Provide the transaction report that has followed all the rules from 3.1 for the board meeting in every quarter or as requested.
  4. In the case that the transaction is related to Thai stock market announcement is not apply to 3.1 will be approved by the shareholder.

Other policies

  1. Internal control and internal audit policy
    The company has the policy to set up the efficiently internal control system. The board member and executive team are responsible directly. Including, maintain and monitor the internal control system consistency in order to protect the shareholders’ investment and company’s asset. The internal control will include controlling money, the operation, follow the law and regulations, and risk management. The reason to set up the internal control system is to reach the goal about reliable information and finance.

    1. Follow the company’s rule, policy, procedure and related law.
    2. Company’s asset is tangible and controllable and has been taken good care.
    3. Efficiently operation and economically resources spending for the company.
    4. The company can meet its goal using the most efficient strategy.

    Internal Monitor
    The company will provide the internal monitor system. We will have the department to monitor the operation and internal audit including using the auditors from outsource. They will provide advise and monitor including evaluate the risk management system in order to make sure there is sufficient internal monitor and efficient risk management for the company.

  2. Risk Management Policy
    The company had issued the risk management policy from October 19, 2015. We have risk management department to create the policy, set up the right system and evaluate the possibility risk that can occur from external factors and internal factors. Including, define management guidelines and control the risk to be in the acceptable level. The company will provide the communication channels and workshop to let the employee understand the importance of risk management.
    The following are risk management procedures:

    1. Risk Management Policy and Rules
      The company will have the policy, objective, scope, the responsibility, rules and risk management guidelines written to related to the company’s goal, plan and business direction. The company will review it every year and these will be written at the same time as the business plan written period.
    2. Risk Specifying
      There will be outline for all the possible risks that can affect the company’s goal. The risk will be written by observing from internal and external factors such as the environment, laws, finance, information systems, information system for decision-making, investor’s satisfaction, investment management, human resources, company’s image, security system, etc. The company will put the risk in orders from the most to least. Then will design how to manage them. The most risk will be the priority to be managed the first.
    3. Risk Analysis
      The risk analysis is for evaluate the risk level after evaluating the monitor system and after prioritizing the risk. If the remaining risks still high, there will be contingency plan for it by the executive management level. If the remaining risk is in middle or low level, there will be manage within the responsible department.
    4. Risk Management
      There will be plan written for important risk management as of the risk prioritizing level from the risk analysis procedure. There are many risk management methods such as risk controlling, risk sharing, risk avoiding and risk exploitation or accepting the risk.
    5. Monitoring and Reviewing
      The company will monitor the risk management including reviewing it. Risk management committee will monitor and report to executive team and audit committee.
  3. Information Disclosure Policy
    Board member will be responsible for information disclosure about reliable and completely finance information and others in the good timely manner.
    Therefore the shareholder will be appropriately and equally receive all the information. Company’s information will be written with carefulness, clearly, understandable and transparent in order not to confuse the shareholder. There will be public relation involved about the useful information to shareholders, investors and any related person.
  4. Accounting and Finance Policy
    The company carefully pays attention to accounting and finance report. It should be complete, base on the fact and in the good timely manner to report to the executive, shareholders, government, and other related person. Therefore, all the employees will have to follow the accounting, finance and internal control procedures and rules. The description is as following:

    1. The accurate of the report
      Every business report has to be accurate and auditable without any exception. There should follow the accounting standard and related laws including provide all the business practice evidence.
    2. Accounting and finance report
      Every accounting and finance report has to be accurate, provide useful information including having important information disclosure. Every employee has to realize the accurate of the company’s accounting and finance. This responsibility belongs to board member, executive team and the related employee.

     

  5. Legal Compliance Policy
    Employee in every level has to follow the law including international law. Before doing anything job that related to any law, the employee has to be cautious, double check, and be corrected about following the related law by person who has responsible for that job.
  6. Information Technology Policy
    The company has policy for employee and operator who related to and using IT system; network circuit for communication, operating and data processing software, computer and computer peripherals, file, and company information to use it efficiently. Including not using it against the law and act. The company would love everyone to follow the safety standard to make the most efficient business outcome. There are procedures as follows:

    1. Apply IT for every kind of job and pay attention to
      human development about IT knowledge
    2. The employee have to use IT to support company business not for personal business and not violate ethics and good moral.
    3. The information recording and publish through IT system will be responsible by the person who recording and publish it. There should not against the law or violate to the third party.
    4. Use the legal and standard software.
    5. In term of using IT, the employee has to get approval and follow all the rules.
    6. The information owner will have to protect their business information and IT system from hacker to make sure there will be no interruption to the business.
    7. IT department have the responsible to provide safety to the IT system by taking control and protect IT system, including compliance with IT protocol.
  7. Monitoring
    It is the duty and responsibility for board member, executive and employee to acknowledge, understanding and strictly follow the company policy and rules from the manual. Every management level in the organization will be responsible, monitoring and take it for granted to let the employee know and follow company ethics manual. If any management or employee does not follow the rule, will be disciplined. If the company found out if anyone break the law, government rule, we will let the law enforcement or any related official take care of it. If any employee being witness of law breaking or anything against company rule, please file the complain to chairman of the board, chairman of the audit committee, managing director or executive director. The company will audit and will respect and protect the witness and whistleblower privacy by keep it confidential for safety issue.
  8. Cooperate Governance Policy for Subsidiary and Associated Company
    Board of director shall be responsible for business management and operation of the company and subsidiary as from the company business plan and shareholder resolution compliance by law, company purpose and regulation. The board of director shall supervise the subsidiary and associated company to follow the Securities and Exchange Commission (SEC) regulation. The board of director duties to supervise and control the company, subsidiary and associate company are as follows:

    1. The company has policy to appoint the representative to be the director or executive in the subsidiary and associated company in order to monitor the subsidiary and associated company effectively and efficiently.
    2. The board of director shall monitor the subsidiary and associated company performance constantly. Including set the direction for the appointed director or executive to follow.
    3. The board of director shall supervise and control the subsidiary and associated company transaction to apply with company policy, goal, business plan, strategy and budget upon approval.
    4. The board of director shall consider the efficient and suitable organization structure and management of subsidiary and associate company.
    5. The board of director shall consider and approve the significant investment, transaction, sell-buy asset, requesting a loan, loan, capital increase and decrease, liquidation budget of the subsidiary and associated company.
    6. The board of director shall audit financial report, internal control, connected transaction, legal compliance and regulation and the operation of subsidiary and associated company.
    7. The board of director shall be part of the risk management, written the risk management policy for the subsidiary and associated company.
    8. The board of director shall development the management and risk management for the subsidiary and associated company.
    9. The board of director shall receive and consider the performance report from the subsidiary and associated company in order to plan and set the performance future goal.
  9. Publicity Against Corruption Policy
    In order to let everyone in the organization to know about the against corruption policy, the company will carry out these issues as follows:

    1. The company will post a notice about the against corruption policy in public place for everyone to read.
    2. The company will public about the against corruption policy via company communication channels such as e-mail, website, Form 56-1 and Form 56-2
    3. The company will provide training about the against corruption policy for the new employee.
    4. The company will consistency review about the against corruption policy every year.

Complaint Channels

Complain via emails:
1 Audit Committee: or
2 Managing Director : or

Complain via Company’s website: (“contact us”)

Complain via mail mentions:
1 Chairman of the Audit Committee
2 Managing Director
3 Company’s Secretary

As the following address : Chiangmai Rimdoi Public Company Limited
164 / 34-36 Changklan Road,
Changklan, Muang Chiang Mai
Chiang Mai 50100

In order to complain about Board of Directors or Managing Director, please contact Chairman of the Audit Committee directly.

We will protect the privacy of the complainers. The complainers would be considered as the beneficial for the company such as shareholder, clients, competitors, creditors, government, community, society, manager and employees.