Corporate Governance policy

The Board of Directors has set corporate governance policy which is certification. This policy approved form Board of Directors conference in 2010 No. 7 held on July 12, 2010

This policy is an integral part of the company’s value system to operate business and support continuous and sustainable growth of the company. To ensure that these basic tenets of corporate governance are met, internal control and internal audit procedure are taken into account. The Board regularly evaluates the effectiveness of internal control system on yearly basis in order to ensure that the company operates the business in the framework of good corporate governance mandated by Stock Exchange of Thailand and will be disclosed in annual report as and form 56-1.

The Board of Director regularly reviews and reaffirms that business practices are implemented in the framework of this policy. In addition, after the company as been registered in Stock Exchange of Thailand, we strictly follow the rules and regulation imposed by SEC and SET.

Code of Ethics

Code of Ethics for the Board, executive and employee has been defined to ensure that all related parties perform their duties with honesty and treat all groups of stakeholder equally and fairly. Everyone in the company is committed to strictly follow this guideline.

Conflict of Interest

The guideline to avoid conflict of interest is on the ground that any business transaction must be performed for the utmost benefits of the company. The parties involving in any action that may incur conflict of interest should report to the company about particular action and should not participate in the approval process of such transaction.

The Audit Committee will submit the details on related transactions that may cause conflict of interest to the Board of Director to find out appropriate solution discreetly. Our business practices are strictly complied with the rules and regulations mandated by SET to treat the parties that may cause conflict of interest will be submitted to SET as required and will be disclosed in financial statement, annual report as and form 56-1.

Committee

Board of Director appointed 2 subcommittees which are Audit Committee and Executive Board to direct business strategy and monitor business performance. The roles and responsibilities of Board of Director, Audit Committee and Executive Board have been clearly defined and each entity is independent to make decision and express their initiatives and vision.

Audit Committee
There are 3 audit committees who are assigned to review specific issue and report to Board of Director as required. Following authority and function which mentioned including internal control by Assist. Prof. Kwansagool Tengamnuay 1 of the 3 members who has knowledge and experience are responsible for reviewing the financial budget.
Executive Board
There are 4 members in Executive Board who is responsible to facilitate business performance within the authority assigned by Board of Director Such as authorize in transactions with financial institutions.

In addition, the person holding the position of Chairman of Board of Director cannot hold the position of Chief Executive Officer in order to prevent unlimited power of each individual. Board of Director is authorized to screen and elect the candidate to fill in these positions.

Secretary to Board of Director is responsible to inform and advice Board of Director on the rules and regulation to be abided, facilitate the work of Board of Director as well as follow up the progress on the issue assigned by Board of Director.

Nomination of Directors and top management.

  • Appointment of Directors

    The selection of individuals to serve as directors of the company. Although not yet appointed a Nominating Committee (Nominating Committee) The Board of Directors will consider the criteria and procedures for selection. The Board will consider selection criteria specified by Section 68 of the Companies Act 2535 and the Securities and Exchange Commission related. It also highlights the experience, knowledge and ability. then the list of nominees to the shareholders for approval.

    In the election of the Board of Directors The general meeting of shareholders shall appoint. The majority of the rules and procedures as follows.

    1. The shareholder has one vote for each share held.
    2. A meeting of shareholders to elect directors of those individuals who have been nominated as directors by the shareholders. The shareholders in the meeting have right to vote for people to be director in Board of Directors. The shareholder has one vote for each share held in the voting for the person who has been nominated for each director. And the vote could not be split
    3. The person who receives the most to the least votes respectively was elected as a director follow by the number of directors to be elected at the general meeting of shareholders. In case of a person who has been elected has an equal votes but exceed the number of positions, the Chairman of the meeting would be act as an arbiter to get the exact amount of the directors.
  • Nomination of Committee / Independent Director.

    Board of Directors are an authority appoint the Audit Committees which have not less than 3 persons and nominated from independent directors. And one of those who have been selected as Audit Committee must be people with expertise in accounting or finance. When the position is vacant to less than 3 members, the Board of Directors or the shareholders must be elect the new member within 3 months from the date of the audit committee has fewer than 3 people.

  • Nomination of The executive level.

    The Board of Directors is authorized to appoint the executive level. And those recruited as Chief Executive Officer has to be capable of management, leadership and has the leadership vision of the organization to carry out the policies of the business as well.

Corporate Governance and the operations of its subsidiaries and associated companies.

A subsidiary company does the food production (collagen) which operated by the CEO.

Use of Internal Data

Board of Director has imposed measurements to prevent insider trading from relevant parties including Board and Committees, executives, officers and staff members of the company (covering the spouse and minor of the aforesaid persons). The punishment for disclosure of company’s confidential information or misuse of such information for personal interest has been imposed in accordance with the policy to prevent inside trading. And Board of Director and executives are educated because they must periodically report their holdings to SEC abided by Article 59 of securities and Exchange Act, 1992. The announcements and regulations from SEC and SET will be regularly disseminated to Board of Director and Executive.

Audit Fee

In 2014, audit fee of the company consists of accounting audit fee worth 400,000 Baht and audit fee for financial statement worth 100,000 Baht per each quarter and for subsidiary Company totally 740,000 Baht .The audit team comprising of Miss Siraprn Quaanunkun, Mr. Supachai Panyawattano, Mr. Krisda Lerdwana and Mrs. Chonlaros Suntiasvaraporn from EY Co.,Ltd which has no involvement with company’s business.

Code of Best Practices

Code of Best Practices are an integral part of company’s business practices, aiming to enhance business opportunities, ensure transparency of the business and to increase efficiency of business management. All steps are taken to ensure maximum profit to shareholders, investors and all relevant parties. The company’s corporate governance initiatives are based on 5 components:

Shareholder Rights

At our company, the right of shareholders is highly concerned and the company will not conduct any activities to violate or deprive shareholder right and would encourage the shareholders to exercise their rights. The basic right of shareholders includes the right to buy, sell and transfer stocks, the right to acquire adequate information about company’s business performance, the right to receive dividends, the right to appoint or to remove Board and committee, the right for approval on the appointment of independent auditor and the right to attend and vote in shareholders’ general meeting on important issues such as dividend payout, to determine or revise the company’s regulation or memorandum of Association, to increase or decrease capital stock as well as approval on other special occasions

Apart from aforementioned basic rights, the companies also encourage and facilitate the shareholders to exercise their right by

  • Holding annual shareholders’ general meeting within 4 months after the end of fiscal year. The invitation to the meeting, meeting agenda together with additional information on business performance will be sent to the shareholders 7 days prior to meeting date. Notices will be published in the newspaper for 3 consecutive days prior to the meeting date at least 3 days.
  • Uploading additional information relevant to meeting agenda in company’s website and informing the shareholders on the right to attend the meeting as well as the right to vote.
  • In case shareholders are not able to attend the meeting, they may appoint proxies to vote for their shares by signing in the letter of authorization attached to meeting invitation.
  • Before general meeting, shareholders can send comment, suggestion or inquiry to company via email address of company’s Investment Relation Dept, or Secretary to Board of Director.
  • During the meeting, shareholders can comment, suggest and make inquiries to the Board and Committee to ensure that the shareholders have been given substantial information prior to making an approval on any issue. Experts or specialists on each working field are assigned by Board of Director to answer the question and provide information to shareholders as required.

All Board of Direct will participate in the meeting and the shareholders are welcome to ask for information and details concerning company’s business performance.

Equal Treatment to Shareholders

The company is committed to establish equality among all groups of shareholders - consisting of executive shareholders, non-executive shareholders, foreign shareholders and minority shareholders- by following procedure.

  • Treat and facilitate all shareholders equally. No action shall be conducted to limit, violate or deprive shareholder rights.
  • Define that voting rights are equal to number of shares held. One share is equivalent to one vote.
  • Assign independent directors to take care of minority shareholders and shareholders can send suggestion or complaints to independent directors who will find proper solution for each issue. In case of complaints, independent director will review the matter of fact and find the right remedy for such issue. In case there is suggestion relevant to the benefits of stakeholders or relevant to business performance, independent director will propose this issue to shareholders’ general meeting for further review in shareholders’ meeting agenda.
Role of Stakeholders

The company is aware of the rights of all stakeholders, neither internal stakeholders namely shareholders, executives and employees working for the company, nor external stakeholders which are business competitors, business partners and customers. The company realizes that cooperation, openness to comments and good relationship with all stakeholders are essential to operate business as well as to develop and further expand business. All stakeholders will be treated equally and fairly. Guidelines for dealing with all groups of stakeholders are as follows:

  • Shareholders : The company is a reliable organization for shareholders to invest their money in the business aiming to achieve long-term business growth in compliance to internal control and audit system.
  • Employees : The company recognizes that all employees are one of the most valuable resources to develop the organization to grow further. Thus the company always supports all staffs to enhance their potential and work as a team as well as to create pleasant and safe working environment for employees. All employees are treated equally and fairly accompanied by appropriate remuneration.
  • Business Partners : are treated with honesty. Business contract and agreement are strictly followed.
  • Competitors : we are committed to fair competition
  • Customers : we pledge to deliver best product and service to customers with fair trade and honesty.
  • Society : we are concerned of the environment of the community in vicinity of the company.

The guidelines to treat all groups of stakeholder are clearly specified in “Code of Ethics” which is distributed to all parties including board and committee, executives and employees and this is the mission for everyone in the company.

Information Disclosure and Transparency

The company is obliged to make full disclosure of accurate and transparent information concerning business performance such as financial statement and other related documents in accordance with the regulations from SEC and SET. Other information that would affect company’s stock values or may impact the decision of investor and stakeholders should also be disclosed fully.

Full information is disclosed to public through a variety of media under the operation of SEC and SET or in company’s website at http:// www.gratitudeinfinite.co.th..

Investor relation Dept. is assigned to communicate and respond to inquiries from investors, shareholders, analyst and related government officials. For further information, please kindly contact Miss Usarat Janvanichyanon or Miss Piyathida Suwanchana Tel 0-2888-6800 or 0-2888-7200 or at email address: info@gratitudeinfinite.co.th

Responsibilities of Board of Director

Board of Director consists of qualified members who gain expertise, skills and wide range of experiences on business and management. Board of Director is responsible to set overall business direction and strategic goal, supervise business performance quarterly and monitor internal control and internal audit system to ensure the utmost benefits to the company and shareholders.

As of April 30, 2011, there are 12 members of Board of Director consisting of 4 non-executive directors abided by the guideline that there should be at least 1 out of 3 independent directors from total members in Board of Director. This is to ensure balance of power to resolve on business and management issue as well as to monitor the performance of the executives.

Corporate Social Responsibilities :CSR

Overview Policy

The company has a focus on social responsibility. The Board of Directors and executive of the organization to emphasize the personnel in the organization to work strictly follow by code of ethics and in the good of the business.

Operation and Report

Company's auditors have reviewed the completeness, adequacy of the implementation process. The internal audit examined the control system in all processes of the company, asses risk, guide the development and following revised regularly and the preparation of reports to the Board of Directors.

CSR in process

  1. Operation of fairness.

    The company has set a policy to treat customers and partners equally and fairly. They also allow customers or partners have complaints or comments. If you find that any of the defects, the company will receive feedback on how to improve the performance and implement.

  2. The anti-corruption corruption

    In business, the Company has an internal controls and internal audit to make sure that The performance of all stages are complete and accurate. Adhere to the Code of Conduct Prevent corruption that may occur. A monitoring system of internal control by an independent third party and reported to the Audit Committee at all times.

  3. Respect for Human Rights

    All members of society have equal rights to live in society. These rights must not violate the rights of other members of society. The Company respects the rights of the individual, such as freedom of peaceful assembly without weapons. Freedom of religion Freedom of movement and communication. Leave privileges equally in all positions. Academic freedom The Company supports the training and knowledge related to the work.

  4. Fair Treatment of Workers

    The wages are paid at the rate specified by law. A safety device for the employees wear during operation are provided. And returns to employees who can reach the target, would get the additional wages and appropriate welfare.

  5. Responsibilities to Consumers

    The Company highly concern on the product. By each lot of each product must have a certificate (COA) to guarantees to customers that will be used or reproduced accurately.

  6. Environmental Care

    The Company manage waste disposal by an appropriate method, no chemicals causing a problem in the community.

  7. Community development or social

    The company always cooperates with the community and society about taking action follow the applicable laws and regulations that the firm is also involved in tax payment to the public to be used for developing.

  8. Innovation and dissemination of innovation.

    The Company operates as a supplier of chemical products, does not have production. Therefore, The Company has no innovative and / or dissemination of any innovation.

Events of Corporate social responsibility (CSR after process).

The Company recognizes the importance of social responsibility. The activities include social responsibility. Are to donate to the White Heart project, to resist with drug trafficking, donating money to improve the school in three southern provinces, to donate to charity activities of local communities and supporting the Buddhist activities.

The Company’s business is import of chemical product that involving with environment. The Company always consider on providing the customer with environmentally product.

The management of the organization All employees can participate in giving feedback to reduce using of paper, electricity or fuel to get the complaint to modified for living together happily and tidy.

Prevention is involved in corruption

The company is committed to operating its business in a transparent manner resist bribery and corruption. This has set as a policy of the company.

  • Do not offer to pay or receive bribes demanded compensation from the other party or the agreement or graft. Other agencies in all its forms. Whether performed by direct or indirect.
  • Do not donation Or pay for the convenience. Or sponsorship of any other person or entity, as a way to pay bribes.
  • Do not support money or other benefits. Whether directly or indirectly to political parties. Political group or any person related to politics. In order to get the benefit of the Company or for the benefit of themselves and their cronies

In the past, the Company has not been reported or had received complaints about bribery or corrupt.

Internal control and risk management.

Opinion of Board of Directors

The Board of Directors' Meeting No. 1/2558 held on February 20, 2558 by an independent committee of four members attended the meeting. The Board has reviewed the Company's internal control system by requesting information from the management. The conclusion based on the evaluation of internal control systems in different 5 elements.

  • The internal control
  • Risk Assessment
  • Operational Control
  • Information and data communications.
  • Monitoring System

Board of Directors comments that the Company's internal control systems are adequate and appropriate. The Company has provided adequate personnel to implement the system effectively. To prevent the directors or executive directors using of assets of the company in wrongful or without power including transactions with persons who may have conflicts of interest and related party to be sufficient. For another thread, The Board believes that the Company has adequate internal controls as well.

The auditors of the Company is EY office Company Limited, a review of the quarterly financial statements and audit for the year ended 2014 give the opinion in the audit report that the Company's internal controls are adequate and appropriate.

Opinion of the Audit Committee, which is different from the opinion of the Board of Directors.

The Board of Audit Committee Meeting No. 1/2558 held on February 20, 2558, with the 3 Audit Committee attended the meeting. The audit committees are jointly assess the adequacy of the internal control systems of the company by requesting information from the management team. The conclusion is the Company's internal control system is strong enough and no opinion is different from the opinion of the Board of Directors.

Information officer and head of internal audit and corporate governance practices.

At the Board of Directors on November 12, 2555 at 5/2555 has appointed EL Business Advisory Co., Ltd. to performing as the internal audit of the Company since October 11, 2555,. And the has assigned Miss. Pornpimon Songwuttivichai, Managing Director to conduct of the internal audit of the company.

The Audit Committees considered the qualification of EL Business Advisory Co., Ltd and Miss. Pornpimon Songwuttivichai that are adequate to perform such functions since it is independent and experienced in performing the audit as well.

However, the consideration and approval of the appointment, removal, transfer the incumbent Head of Internal Audit of the Company will be approved or not approved by the Board of Directors. The qualification of head of internal audit attach in appendix 3.

Supervisors of the operation.

The Company has not appointed a supervisor of the operation but was assigned to Company secretary shall advise the rules which the Board of Directors should be identified and done the duty to oversee activities of the Board. Including control of implementation follow by the resolution of the shareholders' meeting and / or the Board of Directors.