Policy for the Prevention of Conflict of Interests
The Board of Directors of Sri Trang Agro-Industry Public Company Limited (the ‘Company’) issues this Policy for the Prevention of Conflict of Interests based on the principle that the decisions of entering into any transactions must be conducted in the best interests of the Company and its shareholders. All actions with possible conflict of interests with those of the Company shall be avoided.
Practices
All parties who are involved in or have interests in transactions being considered shall notify the Company of the nature of relationship or their interests in the transactions and shall not participate in the consideration or have any authority in the approval of the transaction. Actions that could have possible conflict of interests shall include the followings:
- Competition with the Company or its subsidiaries
Directors, executives and employees of the Company shall refrain from conducting business, either directly or indirectly, having nature that is similar to and in competition with the business of the Company or its subsidiaries either for their own benefit or for others’ which may cause damage to the Company or entering into a partnership with or acquiring the status of a shareholder with decision-making power or an executive in a business that competes with or has similar nature to that of the Company or its subsidiaries unless they can demonstrate that a mechanism is put in place to assure that the transaction will not cause any damage to the Company, and a measure is also put in place to ensure the best interest for the Company and its shareholders in general. - Benefits from personal business with the Company or its subsidiaries
Directors, executives and employees of the Company shall disclose information about their personal business or business of their family members or relatives or dependents which may result in a conflict of interests with those of the Company or its subsidiaries. Such businesses to be disclosed are, for example:- Investments in or benefits to be obtained from business partners of the Company or customers of the Company;
- Any positions held in or consultancy for business partners of the Company or customers of the Company;
- Trading of products or services with the Company or its affiliates, either directly or indirectly through other third parties.
- Exploitation of inside information
Directors, executives and employees shall not use confidential information of the Company or its subsidiaries such as work plan, revenue, resolutions, business estimations, work products from researches or price bidding for their own benefits or for others’ irrespective of whether such use of confidential information would cause damage to the Company. Directors, executives and employees are required to strictly comply with the Inside Information Policy. - Directors, executives and employees shall refrain from holding shares in the competitors of the Company or its subsidiaries to the extent where such shareholding is material thus causing the directors, executives and employees to omit to act in accordance with their duties or causing any impact on the discharge of their duties. Any shareholding acquired by directors, executives and employees prior to being the director, executive and employee, or before the Company or its subsidiaries have engaged in the business, or shareholding that is acquired as an estate shall be notified to their supervisor immediately in accordance with the methods provided by the Board of Directors.
- Directors, executives and related persons shall ensure that the Company has complied with the requirements and methods of disclosure of information on related party transactions in accordance with the law or with the requirements of relevant regulatory authorities and with the rules and regulations of the Company.
- Directors, executives and employees shall refrain from entering into related party transactions with themselves or with related persons/ juristic persons which would cause possible conflict of interests with those of the Company.
- If related party transactions are not entered into on general commercial terms in accordance with the principle approved by the Board of Directors, or where the nature and size of the transaction is not within the authority of the management to approve, such transactions shall be reviewed and are subject to the opinion of the Audit Committee before they can be proposed to the Board of Directors or the general meeting of shareholders for approval.
- If it is necessary to enter into a related party transaction, the transaction shall be on general commercial terms in accordance with the principles approved by the Board of Directors, which shall be transparent and fair as would have been entered into with third parties taking into consideration the best interest of the Company.
- Directors, executives and employees shall strictly comply with the Policy for the Use of Inside Information. It is the policy of the Company to put in place an organizational structure where there is a separation of work and responsibilities among work units and employees whose duties, responsibilities or nature of would give rise to the possible conflict of interests.
- Interested parties shall not be involved in the consideration of transactions in which they have a conflict of interests.