The Company

The Company has the policy to pay dividend at not less than 40 percent of the net profit of each year, taking into account the operational results, financial structure and obligations, investment, as well as the consistency of dividend payments to the Shareholders.  

The Subsidiaries

The Subsidiaries have the policy to pay dividend at the rate of approximately 40 percent of the net profit after deduction of legal reserves, taking into account the operational results in the accounting year of the separate financial statements as at the end of the accounting year and under the conditions of the loans agreement., 
The dividend policy of the Subsidiaries have been considered and recommended by the Board of Directors of the Company to the Board of Directors of the Subsidiaries to propose to the Meeting of the Shareholders of the Subsidiaries for an approval. The payment of the dividend is, however, based on the investment plan and other necessary and appropriate matters according to the view of the Board of Directors of the Subsidiaries. 

The Company realizes the significance and benefits of good corporate governance to ensure the Company’s efficient, transparent and auditable management systems which help build up reliance and confidence for shareholders,  investors,  stakeholders, and  all  parties concerned  in pursuit of the Company’s  sustainable  growth. The Company adheres to practical guidelines under the Company’s corporate governance policy which is in compliance with the Principles of the Corporate Governance Code covering eight chapters, as follows:

1. Roles and Responsibilities of the Board of Directors as Leadership

• Perform duties with awareness and understanding of roles, duties and responsibilities as leadership, supervise and oversee to ensure good management, create value for the business sustainably.
• Monitor and oversee to ensure that directors and executives comply with the scope of duties and responsibilities with responsibility, carefulness and integrity, perform works under laws, regulations and meeting resolutions.

2. Business Objectives and Goals of the Company for Sustainability

• Establish business objectives and goals which conform with and create sustainable value for the Company, stakeholders and society.
• Monitor and oversee to ensure that strategies are formulated in accordance with the business objectives and goals by appropriately using innovation and technology.

3. Strengthening the Board of Directors Effectiveness

• Determine and review the structure of the Board of Directors to ensure that it has an appropriate size, composition and proportion of independent directors properly.
• Ensure transparent and clear the selection and nomination process.
• Ensure that the compensation structure is suitable for responsibilities. 
• Regularly promote the development of skills and knowledge required for performance of duties.
• Impose a limit on the number of listed companies in which a director may assume a position of a director for not more than 5 companies to ensure efficiency in performance of their duties.

4. Nomination and Development of High-Ranking Executives and Human Resource Management

• Have a process of nomination and development of high-ranking executives in place to ensure they have knowledge, skills, experience and qualifications required to drive the organization to its goals.
• Ensure the appropriate compensation structure.
• Conduct management and development of human resources to ensure that they fulfill the required amount, knowledge, skills, experience.

5. Nurturing the Responsible Innovation and Business Operation

• Promote and develop creation of culture, development of organizational innovation to increase value for the business according to the changing environment on a continuously basis by taking into account both internal and external stakeholders.

6. Appropriate Internal Control and Risk Management Systems

• Ensure the appropriate risk management system and internal control system, supervise and oversee the operations of the Company to achieve the objectives and goals with effectiveness.
• Handle conflicts and prevent utilization of property, information, opportunities and execution of transactions with related persons to ensure compliance with relevant laws and standards.

7. Financial Reliability and Disclosure

• Ensure that disclosure of important financial information and non-financial information is accurate, complete, sufficient, timely, transparent in accordance with relevant rules, standards and practical guidelines.
• Communicate information with stakeholders by appropriately using technology for dissemination.
• Protect information which affects the securities’ prices so that the disclosed information can reflect the practice or create value for the business sustainably.

8. Encouraging Participation and Communication with Shareholders

• Monitor and oversee to ensure that there is a process to encourage shareholders’ participation to make decisions on significant matters of the Company.
• Ensure that all shareholders are equally treated and protected in respect of their basic rights, implement measures to prevent the inside information usage for personal gain or others in an abusive manner, which would cause damage to the shareholders as a whole.
• Encourage the shareholders to exercise their basic rights and take care of the shareholders to the greater degree than their legal rights.
• Do not take any action which violates or derogates the shareholders’ rights.

The Company is committed to conducting its business operations in accordance with sustainability principles that create balance in terms of economic, social and environmental aspects taking into account good corporate governance and effective risk management.; as well as social and environmental responsibility including coordination with all groups of stakeholders for mutual benefit in every dimension, as follows:

1. To lead the organization with the concept of sustainable development, through communication and exchange of best practices with all of the Company’s stakeholders;
2. To incorporate the sustainable development concept into every aspect of the work and decision processes of the Company;
3. To comply with the corporate governance policy and risk management policy including the environmental policy as well as taking into account the social responsibility and relevant communities including issue related to human rights, safety and hygiene throughout the company’s business value chain;
4. To promote training, learning, and counseling, focusing on practices according to the sustainable development guidelines;
5. To support the operation and cooperation with all groups of stakeholders to achieve sustainable development;
6. Follow up and evaluate the company's sustainability performance for continuous improvement and development along with disclosing sustainability information in accordance with international standards to the stakeholders.

The Company is environmentally responsible for its service business. Therefore, the Company is committed to environmental management based on the following practices:
 

1. Giving priority to pollution prevention and control in compliance with international standards, taking into account the environmental impacts of all groups of stakeholders;
2. Raising staff awareness and promoting the efficient use of energy and natural resources as well as providing staff with environmental knowledge and training;
3. Performing duties in compliance with environment-related laws and other environmental regulations as applicable;
4. Reviewing objectives and goals for improvement to the environment management system on a continuous basic;
5. Communicating the environmental policy to the public and parties concerned, as well as adopting a policy to select and encourage use of eco-friendly products.

It is the responsibility of all the Company’s staff and contractors to seriously and regularly implement this policy to ensure the environment quality for the service users, staff, contractors, and communities nearby. 

The Company realizes that a risk management process is an essential element which enables the Company to foresee various risks and to make preparations in response to changes in the business conditions in a timely and appropriate manner, as well as to achieve a sustainable growth. 

The risk management policy of the Company is as follows:
 

1. To adopt a risk management process in accordance with the international standards or practices to ensure the efficiency of risk management, implementation and development 
   in the same direction on an enterprise level in line with the business operation policy of the Company;
2. To treat the risk management as an integral part of operation, significant decision-making in the administration, and strategic planning to achieve the specified objectives, goals, missions and vision of the Company;
3. To carry out a proactive risk management to manage risks which may result in the Company’s loss of interests and opportunities;
4. To delegate a risk management as staff’s responsibility at all levels and manage risks within their work units and the organization to contain risks at adequate and appropriate level;
5. To determine guidelines on prevention or reduction of risks at a level acceptable to the Company in order to formulate plans to manage and control risks to at an acceptable level.  All work units must consider the justification of expenses or costs to implement risk management measures in comparison with expected benefits;
6. To efficiently communicate the risk management within the Company for staff’s effective learning, development and compliance;
7. To prepare an annual risk management plan, subjected to consideration and approval of the Corporate Governance and Risk Management Committee in respect of sufficiency and appropriateness to the current business circumstances; and
8. To regularly follow up and assess the results of risk management to make sure that the risk management is duly and properly conducted.

The Company realizes and gives priority to anti-corruption and fraud prevention and also adopts measures to prevent corruption, both inside and outside.

The Company sets out guidelines and procedures for regular practices, monitoring, surveillance, review, risk assessment, and training as suitable and up-to-date, to ensure that all directors, executives, and staff of the Company have strictly adhered to and complied with such guidelines.  In this regard, the Company formulates anti-corruption policy containing the key practical guidelines, as follows:

1. The Company’s directors, executives, and staff at all levels should carry out activities with fairness, integrity, and transparency in business dealings with various agencies, provided that such activities must be proper in compliance with applicable laws, policies, Articles of Association, regulations, notifications or practical procedures.
2. The Company encourages and promotes fair treatment with integrity towards all its traders and compliance with any contractual commitments made with the Company’s stakeholders.
3. The Company encourages and promotes directors’, executives’ and staff’s awareness to ensure that they refrain from committing any fraud and realize the negative impacts of corruption.
4. The Company encourages and promotes directors, executives and staff to refrain from receiving, agreeing to receive or offering any hospitality, gifts, and any other payments which are extravagant and inappropriate to those in business dealings with the Company.
5. The Company arranges for staff training to educate them regarding the anti-corruption policy, practices, and guidelines.

The Company determines the guidelines on prevention of the use of the inside information, as follows;

1. General
   Due to the fact that the Company is listed on the Stock Exchange of Thailand, any sale or purchase of the Company’s securities by any of its directors, executives or staff in a manner which may take advantage of a third party by using information material to changes in the prices of the securities which have not yet been disclosed to the public and to which he/she has access in the exercise of his/her duty or position in the Company, is then considered as unfair securities trading practices, subject to a criminal penalty under the law.
   
   Therefore, the Company has set guidelines to prevent the use of insider information.  Such guidelines will be revised from time to time as appropriate, and all directors, management, and staff of the Company will strictly adhere to these guidelines with accountability as well as causes and effects on a case by case basis.  These guidelines or policies will be stricter than the provisions of applicable laws in a manner which, for example, the Company imposes the blackout periods ondirectors, management and staff, including their related persons.
2. Securities Sale and Purchase Using Insider Information

• Directors and Management of the Company;
• Directors and Management of the subsidiaries, including its affiliates;
• All staff of the Company and of the Company’s subsidiaries,  who have perceived insider information of the Company;
• Spouses and minor children of the directors, executives and staff, who have perceived insider information of the Company; and
• Relatives who live with the directors, executives, and staff who have perceived insider information of the Company.

1. To invest in projects or acquire ordinary shares in the project operator company, in a manner of long-term investments;
2. The investment shall be at the minimum proportion to allow the Company to participate in setting out policies, monitoring and reviewing operations of such companies so invested; and
3. Not to invest in any project giving rise to environmental impact or contrary to the good moral of the society. 

The Company specifies that directors and executives are quarterly required to file a report with the Board of Directors’ meeting on the securities trading or acquisition. It also requires that all directors and executives have to file the report either of themselves or their related persons to the Company regarding the conflict of interest which associates with the business management of the Company or its subsidiaries. The rules, conditions and reporting procedures of the report on the conflict of interest of directors and executives are prescribed under section 89/14 of the Securities and Exchange Act (No.4) B.E. 2551 as follows; 

1. The Company specifies that directors and executives are quarterly required to file a report to the Board of Directors’ meeting on the securities trading or acquisition. It also requires that all directors and executives have to file the report either of themselves or their related persons to the Company regarding the conflict of interest.
2. The reporting on the director’s conflict of interest which associates with the business management of the Company or its subsidiaries must be complied with the rules, conditions and reporting procedures of the conflict of interest of the directors and executives prescribed under section 89/14 of the Securities and Exchange Act (No.4) B.E. 2551 as follows;
   1. All directors and executives are required to file a report either of themselves or their related persons to the Company regarding the conflicts of interest which associates with the business management of the Company or its subsidiaries;
   2. In case there is a newly appointed director or executive, the initial report form notified the conflict of interest must be submitted to the Company secretary within 15 business days from the date that person take a position;
   3. In case there is any change of the details in the conflict of interest report of the director or executive which associates with the business management of the Company or its subsidiaries, the directors or executives are required to report and submit the conflict of interest report form specified the details changed, either of themselves or their related persons to the Company secretary within 90 days from the date that such details changed;
   4. The Company secretary is required to submit the copy of the conflict of interest report to the Chairman, directors and the Chairman of the Audit Committee within 7 business days from the date the Company received of such report; and
   5. With regards to the report on the securities holdings in the other business, directors and executives (accumulated the holdings with their related persons) are required to file a report regarding the securities holdings in the other business if the shareholdings, in aggregated, in the other business are more than 25 percent of the total of voting rights of such business. 
3. The attendance of the meeting of the director with conflict of interest. 
   It is the policy of the Board of Directors that the director or executive who is the connected person to the transaction or has any conflict of interest in any matter is not allowed to consider and approve of such matter.

1. The Company shall comply with the rules and regulations of the SEC Office and the SET, including the requirements on the disclosure of connected transactions as well as acquisition and disposition of significant assets of the Company or its subsidiaries and the accounting standards as prescribed by the Federation of the Accounting Professions.  If there are transactions which may give rise to a conflict of interest in the future, such as, hiring a group of persons who may have a conflict of interest to carry out construction, project management, project maintenance, the Audit Committee shall jointly consider the necessity and justification of such transactions, including pricing and terms of the transactions, which must be based on the ordinary course of business.  Pricing must also be compared with third party prices or market price. Interested persons will not be allowed to participate in the consideration and approval of the transactions.
2. The Company has no policy to extend or guarantee a loan for a person who may have a conflict of interests under the definition of the SEC Office.
3. Should the Audit Committee do not have expertise to consider any particular related party transaction which may take place, the Company will arrange for an independent expert or the Company’s auditor to give any opinion on such related party transaction to support the decision-making of the Board of Directors and/or the Audit Committee or the shareholders, as the case may be.
4. The Company will disclose the related party transactions in the notes to the financial statements that have been reviewed or audited by the Company’s auditor.

1. Personnel Development
   The Company determines to develop personnel competency for continuous learning to progress the career enhancement of its staff.
2. Teamwork
   The Company focuses on personnel participation in solving problems and improving the operations with teamwork approach.
3. Quality Management
   The Company emphasizes on creating the qualities of work and service from units within the organization to the third party service users to meet their satisfaction and impression.
4. Working Environment
   The Company focuses on maintaining the fully prepared workplaces, equipment and vehicles to be tidiness, cleanliness and safety.
5. Responsibilities of the Executives and staff
   The Company defines that the executives of all departments shall be responsible to continue operating, enhancing and supporting all activities under the policy. All staff shall also implement such activities as a part of their operation.

1. The Company establishes a policy on the nomination, development and retention of its personnel by means of provision of remuneration in the form of salary, welfare and other remuneration which are competitive in the same industry.
2. The Company regards its staff as valuable resources, that is, human resources are one of the major factors to the Company’s development and competitiveness as well as achievement of the Company’s objectives. The Company realizes the significant of internal personal development and improvement by way of regular training and performance review, including local and overseas study visits and training, particularly the awareness and training in respect of service safety.The Company’s staff must strictly comply with the Company’s safety rules and international standards.
3. The Company arranges for the efficient personnel management system based on fairness, equality and opportunity for staff development and exercise of competency at full capacity.
4. The Company gives priority to morale and a sense of pride in work performance of staff by determining remuneration and career advancement based on knowledge, competency and fairness, as well as arranging for the reasonable welfare system, together with the development of staff lifestyles in order to retain the Company’s valuable human resources.
5. Retention of the Company’s competent personnel The Company ensures that highly capable and competent staff advances in their career paths.

The Company respects and upholds the proprietary rights in others’ intellectual property, whereby use of the intellectual property shall be subject to the prior consent of the intellectual property owner, and then, the Company formulates a policy to forbid any arrangements which infringe intellectual property of any kind, based on the following guidelines:

1. All staff have duty to protect and keep the Company’s intellectual property confidential to ensure that such information must not be leaked out and exploited for personal gain or any other person’s gain without permission.
2. All staff must respect and honor others’ intellectual property and refrain from exploiting any work piece as others’ intellectual property, whether in whole or in part, without the owner’s permission.

The Company makes it mandatory for directors, executives and staff to comply with the laws and human rights principles or human dignity, regardless of race, color, sex, language, religion, social origin, property, birth, political opinion, or other status, including to realize their own rights, duties, and responsibilities towards society and others, based on the guidelines as follows:

1. The Company must strictly comply with the laws and human rights principles and not support any business which violates the human rights.
2. The Company treats all staff equally, without discrimination in terms of employment, remuneration, training, promotion, termination or dismissal due to sex, race, color, religion, age, marital status, pregnancy, political opinion, or disability, etc.
3. The Company allows all staff to enjoy equal rights for work pursuant to rules, regulations, notifications and orders of the Company.

The Company is supervised and monitored to correctly, completely, timely, and transparently disclose significant information relating to the Company, both financial and non-financial information, via the easily accessible channels on a basis of equality and reliability, as follows:

Disclosure Policy

1. The Board of Directors will perform work in a transparent and auditable manner and disclose adequate information to all related persons as well as ensuring that significant information disclosure relating to the Company, both financial and non-financial information, is made correctly, completely, timely, transparently via the easily accessible channels on a basis of equality and reliability.


2. The Board of Directors will monitor to ensure that information dissemination is made in accordance with the specified requirements and through the Stock Exchange’s channel, Annual Registration Statement (Form 56-1) and Annual Report. Moreover, the Board of Directors will ensure that information disclosure is regularly made available in both Thai and English versions on the Company’s website, as well as ensuring up-to-date information. In this regard, the disclosed information on the Company’s website will at least cover the following:
   1. Vision and missions of the Company;
   2. Nature of business operations;
   3. List of the Board of Directors and management team;
   4. Financial statements and reports on financial position and operational results, for both current and previous years;
   5. Annual Registration Statement (Form 56-1) and Annual Report;
   6. Any other information or documents presented by the Company to analysts, fund managers or media;
   7. Structure of shareholding, both direct and indirect;
   8. Structures of company group, including subsidiaries, associated companies, joint venture companies and special purpose enterprises / vehicles (SPEs / SPVs);
   9. Group of major shareholders, both directly and indirectly, holding at least five percent of all sold shares with the voting right;
   10. Direct and indirect shareholdings of directors, major shareholders, high level management;
   11. Notices of an ordinary general meeting of shareholders and an extraordinary general meeting of shareholders;
   12. The Company’s articles of association, memorandum of association and shareholders’ agreement (if any);
   13. Good corporate governance policy of the Company;
   14. Risk management policy, including risk management methods;
   15. Charter or duties, responsibilities, qualifications, term of holding office as director of the Board of Directors, including matters requiring approval of the Board of Directors;
   16. Charter or duties, responsibilities, qualifications, term of holding office as member of the Audit Committee, the Nomination and Remuneration Committee, the Corporate Governance and Risk Management Committee and the Executive Board;
   17. Codes of conduct of staff and directors of the Company, including code of conduct of investor relations;
   18. Contact information of agencies or persons in charge of investor relations work, such as, contact name, telephone number


3. The Board of Directors will monitor to ensure additional information disclosure as follows:
   1. Report on results of compliance with the corporate governance policy, code of business ethics, risk management and environmental and social care, including failure to comply with the policies with supporting reasons;
   2. Report on responsibilities of the Board of Directors towards the financial report;
   3. Management Discussion and Analysis (MD&A) in support of disclosure of the financial statements on a quarterly basis;
   4. Audit fee and non-audit fee for the auditor’s services;
   5. Roles and duties of the Board of Directors and subcommittees, number of meetings and number of each director’s/member’s attendance to meetings in the previous year, and opinions from performance of duties;
   6. Training and development of knowledge of the Board of Directors;
   7. Remuneration policy for directors and high level management, forms or nature of remuneration.

1. The Company prepares the Succession Plan for the Managing Director and Executives as well as for positions in the main operation based principally on performance, capacity, and availability of each person.
2. There is the preparation for the Successors in developing their knowledge, abilities, and skills according to the positions to be ready in case that the Managing Director or Executives in the major positions are unable to perform their duties.
3. The Company prepares the Succession Plan for the Executives in each level especially the Executives and positions in the main operation which emphasized on selecting personnel from within the organization. The promotion shall be determined according to the defined guideline to develop personnel with good performance and potential to progress through the hierarchy of both middle Managements and staff. The Consideration Committee shall be consisted of the Managing Director and Executives ranking from the Chief of Department or middle Managements according to the criteria prescribed.
4. The Executive designated as a Successor not only is required to equip with suitable qualifications and working experiences in the line of practice but also is required to receive the transferred experience by practicing, in the rotation, in the relevant departments. The candidate must attend training courses and additional trainings required to be prepared for continuing to work in the prospected advanced positions, smooth delivery of duties and consistent administration.

The Board of Directors approves in principle the Company’s execution of connected transactions on arm’s length basis, namely, transactions which involve commercial terms in a manner persons of ordinary prudence may enter into with general parties under the same circumstances, through commercial negotiation without any influence in the capacity as any directors, executives or related persons, as to execution of such transactions between the Company and its subsidiaries with directors, executives or their related persons, as follows:

1. Engagement of the company or legal entity which is a connected person for repairment, improvement or additional construction of expressways and related equipment should such company or legal entity proposes fair price and conditions to the utmost benefit of the Company.
2. Engagement of the company or legal entity which is a connected person for repairing or purchasing of materials or equipment, inclusive of labor, for maintenance of administration buildings and depots in the future, subjected to the commercial terms and other conditions which are not different from others.
3. Transactions between the Company and its subsidiaries with the Mass Rapid Transit Authority of Thailand (MRTA) as follows:
   1. Support of public relations and advertising activities to facilitate the metro service,in an amount not exceeding (one) Million Baht per year.
   2. Support of government policies to facilitate people’s commute by the metro during the specified period from time to time by means of discounts or free rides, provided that MRTA will compensate for revenue during such period in accordance with appropriate and fair criteria.
4. Transactions in the manner of management or advisory service to any legal entity which is a connected person.
5. Leases of office building spaces for the Company and its subsidiaries from CH. Karnchang Public Company Limited to be situated as a registered office.
6. Other transactions which are connected transactions on arm’s length basis under the definition of the SEC Office or the Stock Exchange.

The Nomination of Directors

The Nomination and Remuneration Committee shall consider recruiting and appointing the person as the director to replace those who resigned before his/her term and those who retired by the rotation according to the criteria as follows:

1. The person shall have the qualification complied with the Public Company Act,the Securities and Exchange Act, the Securities and Exchange Commission’s Regulations and the Rules of the Stock Exchange of Thailand;
2. The person must have the knowledge, abilities and diverse experiences in various professional fields to be of benefit and value-added to the Company;
3. The person must have the characteristics that support and enhance the implementation of the Corporate Governance to create the significance to the Company such as being independence, confidence, creativity, performing its duty with an act of integrity, due care, and responsibility including fully time devotion;
4. In case that the director retired by his rotation, the director’s performance history, which executed with due care and integrity as well as time fully dedication, shall also be considered; and
5. The required qualifications of the director shall be considered by the Committee based on the necessary skills complementing the Board of Directors and in accordance with the business strategy of the Company.

The qualified person shall be proposed to the Board of Directors by the Nomination and Remuneration Committee. The new director shall ultimately be elected by the voted in the meeting of the Shareholders of the Company.

The Nomination of Managing Director and Managements

1. The Nomination and Remuneration Committee shall propose the qualified person to the Board of Directors and appoint as the Managing Director. Such person must be a competent person with experiences to be of benefit to manage to achieve the objective or target set out by the Board of Directors and fully comprehended in the Company’s business.
2. For the Executive ranking up from the Chief of the Department, the Managing Director shall nominate the person to be appointed by the Board of Directors.

The information security plays an important part in contributing to the efficient and trustworthy business operations of the Company, the Company then is determined to develop the information security system and put it into practice, to rest assured that:

1. Access to the information system shall be strict to only authorized users;
2. The information system provides accuracy, reliability, and confidentiality;
3. The information system is always readily available to the users;
4. The information security is regularly reviewed;
5. Staff are encouraged to have information security knowledge, ability, and awareness.

The Company realizes and strives for promotion and development of creating of innovative culture in the organization to add value to the businesses according to the ongoing changing circumstances by paying regard to internal and external stakeholders under the policy, as follows:

1. To encourage staff to participate in improvement of the work process to ensure the highest efficiency in line with the corporate mission, by using innovations as suitable with current circumstances;
2. To promote use of equipment, tools, devices, and technology in work operations, as well as using financial tools as appropriate;
3. To support and promote innovative culture in the organization for taking care of the stakeholders in a continuous manner.