Page 194 - BTSGroup ONE REPORT 2021/22_EN

192 l Introduction l Nature of Business l Organisation and Shareholding Structure l Business Review l Corporate Governance l Financial Statements l Other Information l

Policies Relating to Potential Conflict of Interest Transactions Board of Directors’ consideration and approval on a case by case basis.

In order to prevent an occurrence of a transaction which may be in conflict Nevertheless, the Company has no policy to lend money to its directors,
with the best interest of the Company and the shareholders and to maintain executives, major shareholders, and/or any related persons thereof, or the
good corporate governance, the Board of Directors has established a set of business in which the Company has jointly invested with such persons,
policies relating to transactions which may be in conflict with the Company’s except the loan is provided in proportion to the investment or it will be
interest as follows: for the best interest of the Company or its shareholders in general. The
Company shall also comply with the Relevant Rules and Regulations on
• Policy on doing a new business Related Party Transactions. In addition, even if the size of a transaction is
The Company shall present the details of such business plan to the Board of smaller than that required to be disclosed, the Company shall report such
Directors or any person appointed by the Board of Directors and arrange for transaction to the Audit Committee for acknowledgement.
the same to be considered whereby the returns and benefits to the Company
and its shareholders will have to be taken into account. Nevertheless, the • Policy on preparing documents in writing
Company has no policy to do business with its directors, executives, major The Company will prepare promissory notes, loan agreements and/or
shareholders, or any related persons thereof, except there is a necessary financial support agreements in writing with due care and shall keep all
cause or it will support the businesses of the Company, and it will mainly evidence properly, even if such loan is provided to companies within the
be for the best interest of the Company and its shareholders in general. Group.
The Company shall also comply with the Relevant Rules and Regulations
on Related Party Transactions. • Policy on entering into connected transactions with the same commercial
terms as those a person of ordinary prudence would have entered into
• Policy on holding shares in a company in which the Company invests with an ordinary counterparty under the same circumstances
As for investments, the Company has a policy to hold shares on its own,
except there is a necessary cause or it will be for the best interest of The Board of Directors has approved, in principle, a policy on entering
the Company or its shareholders in general, which shall be brought up into connected transactions between the Company or its subsidiaries
for consideration and approval by the Audit Committee and the Board of and directors, executives, or any related persons thereof, with general
Directors, provided that any person who has an interest in the transaction commercial conditions and/or market price, in accordance with the same
shall not be present at the Board of Directors’ meeting during the course commercial terms as those a person of ordinary prudence would have
of consideration of such transaction and shall have no right to vote. entered into with an ordinary counterparty under the same circumstances
and with the power in commercial negotiation not being influenced by
• Policy on lending money to a joint venture company the person’s status as the director, executive, or connected person as
Lending money is not the business of the Company. However, if it is stipulated in Section 89/12 of the Securities and Exchange Act B.E. 2535
necessary for the Company to lend money to its joint venture company (1992) (as amended). As for connected transactions that do not have general
to support the financing of the joint venture company in the form of a commercial conditions and/or market price, the Company shall comply with
shareholders’ loan, the Company will provide the loan in proportion to its the Relevant Rules and Regulations on Related Party Transactions.
investment, except there is a necessary and appropriate cause as per the