Corporate Governance

Overview of the Policy and Guidelines

The Company has been taking the importance of maintaining in good governance into consideration, which are generally accepted that it’s a key factor in making fairness to the stakeholders, maximizing benefits to the shareholders and strengthening effectiveness of the organizations. Thus, the Company aims to encourage the Company’s operations to comply with the Corporate Governance Code: “CG Code” for listed company 2017 by Securities and Exchange Commission Thailand, which are comprises five sections as follows:

Section 1: Right of Shareholders

The Company realizes and places importance on equality of all shareholders’ rights by keeping equitably with support and facilitation all shareholders to exercise their right as both investors and owners of the Company. Shareholders are entitled to access to the information accurately, completely, timely, and transparently via the Stock Exchange of Thailand’s disclosure channel and the Company’s website. Furthermore, the Company encourages shareholders to exercise their rights legally such as the right to buy, sell or transfer the shares, the right to receive dividends, the right to participate in the annual general meeting, vote and make a question at the meetings of shareholders. Apart from abovementioned about the right of shareholders, the company has made additional efforts to encourage and facilitate shareholders to exercise their rights as follows:

• The Company regularly disseminates important and necessary information to shareholders via the Stock Exchange of Thailand (SET) channel, media, publications, and also the Company’s website. Moreover, the Company also set up information request channel through the E-mail addresses of Investor Relations section.
• The Company conducted shareholders’ meetings within 4 months after the end of each fiscal year. In 2021, The Company held a total of 1 shareholders’ meeting and no extraordinary meeting. In order to prevent the spread of COVID-19 ,on June 24, 2021 at 10:00 am the Company held the Annual General Meeting 2021 in form of electronic meeting (E-AGM) at the meeting room, 388 Exchange Tower, Sukhumvit Road, Khwaeng Klongtoey, Khet Klongtoey, Bangkok 10110. The Company published a guideline and a manual via SET’s disclosure channel and company websites. The Company sent Thai and English versions of the invitation letter for the shareholders’ meeting to facilitate both Thai and foreign investors, containing agenda details and related appendices together with opinion of the Board of Directors, Articles of Association relating to shareholder’s meeting, proxy forms, a name list of all Independent Directors, and the criteria and procedures governing shareholders’ meeting to shareholders for their consideration 15 days prior to the meeting.
  
  The notice of shareholders’ meeting both Thai and English language was disclosed on the Company’s website at least 30 days before the meeting date. To comply with Public Limited Companies Act, B.E. 2535 (1992), the shareholders’ notice was announced in the newspaper both Thai and English for 3 consecutive days.
  
  For the convenience of shareholders unable to attend a Meeting, the Company provides an opportunity for them to appoint a representative, e.g., an independent director or any other person to act as proxy, using one of the proxy forms attached to the notice of the Meeting. The proxy forms prepared in compliance with the specifications defined by the Department of Business Development at the Ministry of Commerce allow shareholders to exercise their voting rights as they wish. Also attached is a profile of independent directors proposed by the Company to serve as proxies for shareholders. For institutional or foreign investors who authorize custodians in Thailand to keep and safeguard their shares, the Company will arrange for the documents and evidence required prior to attending the Meeting well in advance to facilitate registration on the date of the Meeting.
• The Company allowed shareholders who had pre-registered for the electronic meeting to log in a system 1 hour before the meeting time according to AGM attending manual which was previously published and sent to shareholders. Shareholders are free to send their meeting-related questions to the Company at least 15 days before of the meeting date.
• Before start the meeting, Company Secretary clearly informed all shareholders of voting and vote counting procedures with one share being equal to one vote. The Company will provide an independent legal advisor to be observer voting counts for greater transparency to protect the rights of shareholders. The Company conducts balloting for each matter separately. In addition, approval of each resolution was based on the majority votes, except for special resolutions which required approval of no less than three-fourths of total votes of eligible voters present at the meeting.
• For the shareholders’ meeting on June 24, 2021, owing to the epidemic situation of Coronavirus disease 2019 (COVID-19), the Chairman of the company attended the meeting by online and assigned Executive Director to act as a Chairman of the meeting. There were 12 directors in attendance such meeting together with auditor and legal advisers of the Company. The Chairman of the meeting had allocated appropriate time and encouraged equal opportunities for shareholders to express their opinions and raise any questions at the meeting. Those issues and questions are also included in the minute of the meeting.
• On the same day as the E-AGM, the Company conveyed a summary of the meeting resolutions and the voting results of each agenda to the shareholders and the public via the Stock Exchange of Thailand’s disclosure channels and disclosed such minutes on the Company’s website within 14 days.

Section 2 Equitable Treatment of Shareholders

The company places importance on the interests for every shareholder, major or minor, individual or institutional as well as Thai or foreign investors equitably. To ensure equality and fair treatment for every shareholder, all shareholders regarded as the owners of the Company and entitled to be equitably treated on fair basis, regardless of gender, age, nationality. The Company disseminates important and necessary information to shareholders, arranged shareholders’ meeting annually for shareholders to exercise their rights and participate in managing the Company fairly through the following actions:

• The Chairman of the meeting conducts the meeting in sequence of agenda items as specified in the notice and not adding agenda items without notifying shareholders in advance, so that they may have enough time for investigation before making their decisions.
• Shareholders have an option to appoint any Independent Directors as their proxies, and a choice over which Independent Director(s) to entrust their views by providing shareholders with a list of all Independent Directors on proxy forms that allow balloting direction, to encourage them to decide their own voting direction.
• The Company allowed shareholders to submit questions relevant to the shareholders’ meeting agenda in advance.
• The Company has encouraged shareholders to use ballots in every agenda item by using voting tickets provided for each critical matter separately. The voting tickets are collected at the meeting and then summed with the pre-cast votes as prescribed in the proxy forms before announcing the resolution to the meeting. In 2021, the Company held the Annual General Meeting in form of electronic meeting (E-AGM). Shareholders were able to vote through electronic system for each voting agenda allowed by the Chairman of the meeting. The voting results were accordingly combine with the pre-voted in the proxy form before the announcement of the resolution of the votes in the meeting. However, electronic traffic data was collected in accordance with the requirements attached to the notification of the Ministry of Information and Communication Technology.
• The Company duly submits the minutes, with voting records to SET within one day after the meeting. Also, the Company records the minutes accurately and completely for sending to The Stock Exchanged Thailand (SET) and the Securities and Exchange Commission (SEC) within 14 days after the meeting. The minutes are also posted on the Company’s website within 14 days after the meeting.
• The Company sets up the following policies to protect directors and executive officers to exploit the Company’s inside information for their own benefit.
  
  • The directors or executive officers, including his/her spouse and minor child, shall not use any inside information for the buying, selling, transferring or acceptance of transfer of the Company’s securities before the disclosure of such information to the public or before the disclosure of financial statement of the company to the public. In addition, after the disclosure of the information, the above-mentioned person should not buy or sell (not less than 24 hrs.) securities until the public has received such information and had an opportunity to evaluate it thoroughly.
  • The Company shall educate the directors and executive officers who have responsibilities to report the possession of the securities by himself/herself, his/her spouse and his/her minor child that when the directors or executive officers including their spouse or their minor child buy, sell, transfer or accept transfer of the securities of the Company, they have duties to submit the reports of securities holding in accordance with the rules, conditions and procedures specified in the notification of the Capital Market Supervisory Board.
  • The Board of directors set up the policies to protect directors and executives to exploit the company’s inside information for their own benefit. The directors and executive officers must report the buy and sell of the Company Securities to the company secretary at least 1 day in advance. Moreover the directors and executives including of their spouses and minor children, must report the holding of the change to Company Securities to the Exchange Commission, Thailand, in pursuant with Section 59 of the Securities and Exchange Act B.E. 2535 within 3 days of such buy, sell and transfer transaction.
• The Company establishes directors and executives to report on their interests and related persons’ interests to the Corporate Secretary, providing a copy of such reports to the Chairman of the Board and the Chairman of Audit Committee as specified by the Securities and Exchange Act, and report on changes in such reports.

However, the Company is now studying a process which allows each shareholder to propose agenda items for consideration at a shareholders’ meeting as well as allows each shareholder to nominate Directors who must meet the qualifications of Company directorship ahead of the actual meeting date.

Section 3 Roles of Stakeholders

The Company recognizes importance of rights of all stakeholders including shareholders, employees, customers, competitors, business partners, creditors and society and environment. It’s a common duty of the Company to equally take care of every type of stakeholders, by taking actions legally with fairness as follows:

1. The Company’s guidelines for treatment of stakeholders

• Shareholder

The Company respects shareholders’ rights and responsible to the shareholders by emphasizing on sustaining business growth in order to create long-term returns to maximize shareholder value. After became listed company in 2001, the Company has continually generated dividend payment every year. The Company’s key information is disclosed to the shareholders in a correct, complete, transparent and accountable manner. In addition, the Company provides assistance to the shareholders to fully exercise their rights

• Employee

The company has recognized that its employees at all levels are valuable resources and key drivers of business success. The Company therefore recruits and hires qualified and experienced persons as well as supports good quality of life and good environment in the workplace, regularly educates the employees to ensure their standards of professional service to customers. The employees also receive fairly benefits and reward for their dedication to the Company on yearly basis.

• Customer

The Company focus important on customers’ satisfaction at the first priority with the customer as always the center and provide a good quality and safety of financial service which is covering the customer needs. Meanwhile, keep the company growing and also the goodness standard for customers as follows

- The Company persists in protect personal information of the customers. The Company established management system to control the security of personal information of customers to comply with relevant regulations. For more details about Personal Right and Data Protection please see on topic “Business Sustainability Development” ( see page 79)

- The Company has improved quality of service to increase the highest customer’s satisfaction. Customers are able to give an opinion or suggestion of our branches staff by Customer Voice System with 2 topics questionnaire to the customers; “Branch staff service” and “Net Promoter Score Survey”. These data will be collected every month and reported to the management for consideration of the guideline to improve and to develop our services onwards.

The Company has launched the “Customer Satisfaction toward Contact Center” project to get feedback from the customers. Customer’s call will be transferred to IVR system to evaluate after finished services and opinion questionnaire via Line, Facebook Messenger and also established a Customer Satisfaction Survey via Survey Form on the Company website.in order to continuously improve and develop customer service of the company to increase customer satisfaction.

• Competitor

The Company executes the business under a fair competition, integrity approaches, strictly comply with laws, rules and related regulations and does not seek competitors’ confidential information by dishonest means and do not take advantage of competitors by unlawful means or try to damage the reputation of competitors by making malicious accusations without real information and no attempts to infringe others’ copyrights or their intellectual properties. During the past year, the Company does not have any legal issues with its competitors for unfair business

• Business partner

The company has always been realized of the importance and determine to go forward together with the business partner by doing business with fairness. The success of the business group partly from the support of partners. The company strictly treats any agreements and conditions with honorably for a long-term relationship with all partners.

- Strictly to follow guidelines and procedures of procure, selecting and evaluating the business partners.

- Require business partners to comply with international standards.

- Strictly to follow the Company’s policy about the acceptance of gifts, money, or special favors from business partners

- Strengthen a good relationship with business partners.

• Creditor

The Company abides by lending terms and conditions, and all legitimate duties to creditors and debenture holders. In addition, the Company values compliance with all obligations under Securitization Law 1997, as the Company raised fund through securitization by establishing Special Purpose Vehicle Company.

• Society and Environment

The Company is aware of the responsibility towards the public and environment by supporting activities that conserve the environment and contribute to society. (Please see more information in ESG part or Sustainability report of the company)

2. Policy of anti-corruption and bribery prohibition

The Company is against and does not accept corruption in any form. The Company has prescribed anti-corruption procedures for its activities to comply with this policy and will regularly review that these procedures comply with the relevant laws and maintain the Company’s reputation. All the employees, affiliates and parties involved with the Company must strictly comply with this policy.

Executive Committee is responsible for determining the policies, monitoring and forming an effective system supporting anti-corruption in order to ensure that the senior executives intensively concern and emphasize on anti-corruption, and cultivate anti-corruption mindset as the Company’s culture.

Policy of anti-corruption

1. The Company has a policy to conduct business in good faith with honesty, transparency and ethical principles by focusing on fostering the attitude among its employees to oppose, correct and be responsible for corruption issues, including communicating the knowledge, understanding to all employees and performing tasks honestly and in accordance with the policy.
2. The Company does not accept any corruption activity which may be an offence under the law and is committed to conduct business with integrity, honesty, and fairness according to the Company's commitment to prescribe and enforce effective anti-corruption measures
3. The Company will cooperate and support anti-corruption activities by promoting and participating in monitoring, auditing and having mechanism to monitor and control the exercise of power to be appropriate, transparent and efficient as well as to act in compliance with the anti-corruption laws
4. The Company shall set the standard for the investigation procedure for trials to be effective and in compliance with the operation of the appointment of the Disciplinary Working Team (ISMS-PC-04-13), and operation for appointment of the Disciplinary Working Team for Fraud Case (ISMS-PC-04-14) which are considered part of this policy.

Scope of Policy

1. This policy applies to employees of the Company and employees of the affiliated company operating at all levels, including employees of the Company’s or affiliates’ branches and/or other related parties.
2. The policy regarding the Company’s employment contracts states that all employees must comply with the rules, regulations and policies of the Company. Compliance with this policy is in accordance with the terms of the relevant employment contract or any agreement between the Company and the employees.
3. If this policy conflicts with or differs from other policies of the Company, the affiliates or the relevant regulations and laws, the stricter policies, regulations, and laws must be adhered to.
4. The Company determines that its affiliates shall implement the anti-corruption policy of each company in accordance with this policy.

Corruption Risk Assessment Measures

The Company shall implement risk assessment to determine which cases are considered to have a high risk of corruption as follows;

1. Planning
2. Gathering and analyzing data
3. Risk identification
4. Risk level assessment
5. Gathering information on the existing risk control measures and remaining risk assessments
6. Use the risk assessment data to implement appropriate anti-bribery measures, and reporting the results. The corruption risk assessment form is deemed as the part of this policy.

Internal Communication

The Company has established channels for communicating the policy and procedures regarding anti-corruption act including the approval process, the practice for avoiding or denying corrupt behavior. The company provides various channels for reporting corruption information, complaints or suggestions within the Company; for example, via the intranet within the organization, email, new employee orientation program in order to give employees a better understanding of the anti-corruption policy.

Whistleblower Protection

1. The Company encourages and is open to employees to report actual offenses under this policy, even if it is found later that such report is based on a misunderstanding. The company has no policy to demote, punish or cause negative effect on employee who refuses to commit corruption, even if such action will cause the Company to lose a business opportunity.
2. The company promises that no employee shall be adversely affected by the denial of participation in corruption, including well-intention reporting of suspicious behavior of briberty, or other fraud that occurs or may occur in the future.
3. If an employee is subject to unfavorable treatment due to whistle blowing. He/She must report such treatment immediately to the supervisor, senior management of the department /or supervisor in the line of work.

3. Policy on Anti-Money Laundering, Combating the Financing of Terrorism and the Proliferation of Weapons of Mass Destruction: AML/CFT/WMD

Objective

Policy on Anti-Money Laundering, Combating the Financing of Terrorism and the Proliferation of Weapons of Mass Destruction (hereinafter referred to as the “Policy”) of AEON Thana Sinsap (Thailand) Public Company Limited (hereinafter referred to as the “Company” or “AEONTS”) is drafted and implemented in accordance with the Anti-Money Laundering Act B.E. 2542 (“AMLA”) and applicable law and regulation of Anti-Money Laundering Office of Thailand (hereinafter referred to as the “AMLO”). The objective of this policy is to prevent the Company from being used for Money Laundering, Financing of Terrorism and the Proliferation of Weapons of Mass Destruction.

In addition, this policy also incorporated the AFS Group Basic Policy for Prevention of Money Laundering and Terrorism Financing (hereinafter referred to as the “AFS Group Policy”) which required the social responsibility as a Financial Institution, company and corporate group to prevention of money laundering ad terrorist financing to be the most one of management issues. The Company as a subsidiary of AFS Group has to comply with AFS Group Policy and applicable laws and regulations (where applicable).

This policy sets out one of the highest level policy, in consequence all managements, employees and the group of companies must be strictly comply with this policy.

Policy on AML/CFT/WMD of AEONTS

In order to ensure that the compliance with the laws concerning Anti-Money Laundering, Combating the Financing of Terrorism and the Proliferation of Weapons of Mass Destruction (AML/CFT/WMD) is completely, successfully and efficiently made as per applicable laws, the Company therefore implements the following policies:

1. The Company supports and strictly complies with the applicable laws and regulations on Anti-Money Laundering, Combating the Financing of Terrorism and the Proliferation of Weapons of Mass Destruction to ensure that the completion of the customer due diligence which includes the customer’s identification and verification process, transaction reporting and other duties as stipulated in laws and regulations.
2. The Company will develop the primary and subordinate of AML/CFT/WMD policies and guidelines which covers the following topics: customer acceptance principal including unacceptance criteria. The process should include but not limit to Know-Your-Customer (KYC) and Customer Due Diligence (CDD), Identification and Verification of customer and beneficial owner, Name screening against watchlist and designated person, risk assessment, the approval or rejection of establishment of relationship transaction reporting and the termination of customer’s relationship.
3. The Company develop policy, regulation, procedure and guidance to manage and mitigate the customer’s risk in Money Laundering risk, Financing Terrorist and Proliferation Financing of weapons mass destruction since establish relationship until exit relationship. The process to assessment money laundering is start from Know-Your-Customer (“KYC”) to identification and verification the customer identity, the customer’s risk assessment to assess the customer’s risk, transaction monitoring process to monitor the customer’s transaction and report the regulator if required. To achieve the money laundering risk management, the company shall develop the relates policy and procedure applicable to all products/services and channels to meet the regulatory requirement and shall complete the process of identification and assessment of ML risks prior to the launch of new products, service, business practices, delivery channels or mechanisms or application of new technology to existing products and services.
4. The Company shall submit the transaction reporting to AMLO and will develop the policy which includes the all transaction reporting category, method, process and timeframe as per regulatory requirement.
5. The company shall develop the independent internal control which meet the company risk management and the business size by develop the policy to be complied with AMLO regulations and applicable laws.
6. The company shall develop the sharing information policy and related materials among group of company, branches and subsidiaries both local and oversea entity.
7. The company shall retain the KYC/CDD information and transaction information as stipulate by laws and regulations.
8. The company shall not supports the directors, executives, staffs, employees and anyone who acts on behalf of company to involve, support, and willful blindness in AML/CFT/WMD including prohibited by law from disclosing (“tipping-off”) the fact that a suspicious transaction report (STR) or related information i.e. KYC, AMLO reporting is being filed with AMLO. But these provisions are not intended to inhibit information sharing required for the purposes of lawful duty money laundering or sharing information among branches and subsidiaries when necessary for AML/CFT purposes.
9. The company shall appoint the management to oversight and oversee the AML/CFT/PF risk regarded as the highest importance responsibility and to be complied with the applicable laws and regulations including the internal policy and intra-group management.
10. The company shall provide and enhance the staff’s knowledge and understanding on the compliance with the applicable laws, policies and guidelines regarding Anti-Money Laundering, Combating the Financing of Terrorism and the Proliferation of Weapons of Mass Destruction as well as provides training of such as per the training policy of the Company to the Company’s staffs to ensure that the Company’s staffs have sufficient and efficient knowledge to perform the responsibility relation to AML/CFT/PF.
11. The Company shall arranges to have its internal audit program regarding the compliance with the primary and subordinate policies as well as guidelines on Anti-Money Laundering, Combating the Financing of Terrorism and the Proliferation of Weapons of Mass Destruction by ensuring that the internal audit program is performed independently without the conflicts of interest.
12. The Company will set out policy and procedures of information sharing in regards with AML/CFT/WMD between the company and branches, subsidies, located in Thailand and oversea that are the same group by having in place measure for strictly safeguarding the shared information. In case where there is a domestic law or foreign law prescribing the use, or sharing of customer’s information, it should follow such law.
13. The Company must set out the internal control and measure of sharing information between branch or affiliated company within the same of business group.

The company has appointed Managing Director to be the Chairman of AML/CFT Committee.

4. Channels for Complaints and Whistleblower Protection

The Company has more focus on the Good Corporate Governance by defining the policy as the major priority which all Management and staffs must strictly conduct and quickly examine. The Company keeps providing many courses of Code of Conduct program to all staffs per year.

The Company has ensured the establishment of communication channels through which the stakeholders can make convenient and fast contact with the Company to ask for information, express their complaints in case their rights are violated or whistleblower to the Company of any races as follows:

• Our 103 branches nationwide
• Call Center at 02-665-0123
• Email: [email protected]
• Contact with Investor Relations: [email protected]

The Company provides a clear procedure and system for complaints whether or not the whistleblower gives their name. Complaints, including the whistleblower’s information, will be treated as confidential; they cannot be accessed by unrelated persons. In case of complaints received, ombudspersons will record and solve them under appropriate procedures without delay. The findings will also be reported to the executives or the Board of Directors, as the case by case.

Moreover, the Company has set up the channels of unfair treatment appeal which staff can use this channel to report in details to Top Management in case that he/she gets effect from the issues that being inappropriate conducts by either Supervisor or Colleague. Those cases will be taken action immediately and the staff who reports must be covered as the high confidential. The Committee or responsible section will take charge to investigate and to find the best solution, and the directly report to top Management, respectively. Those channels are consisted of E-mail, and company contact number.

Section 4 Information Disclosure and Transparency

1. Disclosure of Information as prescribed in Listed Company Requirements

Information disclosure is a crucial principle for Good Corporate Governance. The Company has set up clear policies, approved by the Board of Directors, relating to information disclosure for external parties in order to ensure that such disclosure information; financial and non-financial information, is accurate, adequate, timely, and equally accessible by all related recipients and also complies with related laws and regulations. Apart from annual disclosure 56-1 One report most of the information is posted on the Company website in Thai and English with regular updates, thus helping shareholders, customers and interested persons to access the information with ease, equality and reliability.

The Company also disclosed other financial transactions and press release to analysts and investors through the Company’s website; www.aeon.co.th. The Investor Relations also communicated with investors through conference calls and email on regular basis.

The financial information, particularly the financial statements have been reviewed/ audited by the external auditor in accordance with generally accepted auditing standards. These financial statements have been reviewed by the Audit Committee and endorsed by the Board of Directors before disclosure to the public. The Board also reports its responsibility to financial reports in the 56-1 One Report. For non-financial information such as connected transactions, management discussions, analysis, risk management information, and the Company’s corporate governance, The Company has published such information in the 56-1 One Report for the benefit of shareholders, investors, and analysts. All disclosed information is disseminated in both Thai and English version on the Company’s website, and its accuracy has been regularly maintained and reviewed.

In addition, the Company also discloses other information such as background of the directors, the duties of the Board of Directors, number of meeting and attendance of each director, the remuneration of directors and managements, change in shareholding of Board of Directors and Management, and etc., in 56-1 One Report.

The Company discloses information on shareholding of director and executives, both directly and indirectly (including spouses and their minor children), in the 56-1 One Report under the topic, “Change in Shareholding of Board of Directors and Management.

2. Investor Relations

The Investor Relations section has been assigned to take the responsibility of providing and disseminating information and activities of the Company of the benefits with institutional and individual investors, stock analysts, shareholders, and other people. Investors and interested parties can contact Investor Relations section directly for the Company’s information, including financial statements, annual report (56-1 One Report), and notifications to SET/SEC, etc.

Investor Relations contact information

The Company has regularly conducted company visit for both domestic and international analysts and investors and according to Covid-19 situation the company mainly joined/hold the meeting via online platform. Fiscal Year 2021, the Company shows details as below:

Section 5 Responsibilities of the Board

Term of Office

In terms of office, the Board of Directors has established directorship term in the Articles of Association of the Company which states that at each annual ordinary meeting of shareholders, one-third (1/3) of the directors shall retire. If the number of directors is not a multiple of three, the number of directors closest to one-third (1/3), but not in excess of one-third (1/3), of the total number of directors shall retire. In addition, a director who vacates his office may be re-elected.

Directorship of Executive Directors in Other Companies

The Company imposed the guideline that the Company’s Executive Directors are able to hold directorship in not more than 5 other companies in order to ensure that the executive directors have sufficient time to perform their duties and work efficiency in conformity with the principle of good corporate governance for listed companies that imposed by the Securities and Exchange Commission. The details of directorship held by the Company’s Executive Directors in other companies reported in attachment1.

The Board of Directors’ Authorization

The Board of Director is empowered to authorize various matters in accordance with the scope of authority stipulated by laws, the Company’s Articles of Association, the Board Charter, and the Shareholder Meeting resolutions. Such matters include defining and reviewing corporate vision, mission, operating strategies, operating plans, risk management policy, annual budget and business plans, defining of the target operating results and also material connected transactions.

The Board of Directors’ Meetings

The meeting of the Board of Directors shall be held at least once every three (3) months. However, additional meetings may be scheduled as required. To facilitate the Directors to allocate the time and attend the meeting, the Company has the Board of Directors’ meeting schedule in advance. Related document will be sent to all member of the Board of Directors at least 7 days prior to the date of meeting. Especially, for the important agendas the relevant documents shall be submitted to directors prior to the meeting for an adequate time to consider. While the Board of Directors can invite any involved executive or personnel for inquiry during the meeting.

In addition, according to the Company's Articles of Association, at a meeting of the board of directors, at least one half (1/2) of the total number of directors present shall form a quorum.The company, however, in practiced the meeting of the board of directors resolution determines the quorum of the Board of Directors while voting in the meeting there must be at least two-thirds of the directors attending the meeting. For FY2021, the summarized of the Board of Directors’ average attendance was not less than 75% which was shown on Summary of the Board of Directors’ and Sub-Committees’ Meeting Attendance in FY2021

In each meeting, the Chairman lets each director express his opinion extensively and freely. Thus, each decision is made rationally and thoroughly. Also considering each meeting agenda item is made under the proper time. The Company provides an online meeting system to facilitate directors who cannot attend the meeting in person. Each agenda items and its resolution are recorded in writing, and the minutes of the meeting which have been affirmed by the Board. In the fiscal year 2021, the Board held a total of 13 board meetings. (Detail of the meeting and number of attendance of each director in Report on key operating results on corporate governance.).

Succession Planning

The Company actively primes its management for internal rotation. As regards succession planning for Managing Director position complies with the major shareholder’s policy prevails.

Business Ethics

• Aeon group has provided “AEON Code of Conduct” for the Board of Directors, the Management, and the employees of the Aeon group to use as a guideline in performing their duties to accomplish the Company’s goal with ethics for business conduct and practice towards related stakeholders. To review AEON Code of Conduct, the Company with the cooperation from AEON Financial Service (Japan) always provides training for management every year.In addition, the Company also provides communication channel regarding AEON Code of Conduct through intranet system in order to facilitate staff and encourage them to follow practice in the Code of Conduct.

AEON – Commitment

- Aeon people are always grateful to the many other individuals who provide support and help, never forgetting to act with humility.

- Aeon people values the trust of others more than anything else, always acting with integrity and sincerity in all situations.

- AEON people actively seek out ways to exceed customer expectations.

- AEON people continually challenge themselves to find new ways to accomplish the AEON ideals.

- AEON people support local community growth, acting as good corporate citizens in serving society.

• The Company has clear procedures to monitor transaction that may have conflict of interest. All Directors, management, and employees strictly comply with laws and the rules, conditions and procedures specified by the Capital Market Supervisory Board and SET, particularly concerning connected transactions.
• The Board of Directors has specified the risk management policy, covering the overall organization. Risk management section has been established to be responsible for risk management and reported to the Management on monthly basis. There is electronic meeting (Online Meeting) with companies affiliated and parent company in Japan. Moreover, the Company has Internal Audit section to evaluate the efficiency of the Company’s internal control system which includes auditing, evaluating, recommending, and supporting the effectiveness improvement in risk management, control, and corporate governance.

  In addition, the Company established Internal Control Office, aiming to develop internal control system throughout the Company. This is to comply with Japanese version of Sarbanes Oxley (J-SOX) Act enacted by Japanese Financial Service Agency (FSA) to be applied to all the listed companies in Japan. Their major missions are to set up the enterprise level internal control, analyzing and visualizing the major business processes, etc., in order to achieve reliability of financial reporting, effective operation and compliance with applicable laws. The Board of Directors’ meeting approved the policies of Board of Directors, Appointment of Directors, and Audit Committee in order to comply with rules and regulations of SET, SEC, and related laws and also in line with J-SOX policy since 2008.

• Intellectual Property Policy

The Company value and respect all related rights of intellectual property of others without doing any acts which infringe the intellectual property and will only utilize them after obtaining permission to do so.