The Board of Directors has intention to encourage the company to be an effective organization in proceeding superb business, corporate governance policy, and excellent managing by running the business with full responsibility, fairness to all stakeholders, transparency, and being examinable in order to enhance the confidence of the stakeholders.
Hence, the Board of Directors has set the corporate governance policy by covering the following important principles:
1. Rights of shareholders and stakeholders
The Company realizes the rights of stakeholders in acquiring that right extremely on the principle of the fairness, by complying with laws, regulations, and related policies. The Company will also ensure that the aforementioned rights are protected and well performed as follows:
Shareholders: The Company is engrossed in operating the business for good turnover and appropriate profit as well as preserving its position as the core organization in excellent credit information services for the stability of financial institution system.
Employees: The Company is engrossed in developing human resources of the Company to gain experiences and knowledge in running the credit information business professionally. Moreover, the Company provides appropriate employees’ welfare upon the Company status.
Information owner: The Company is engrossed in protecting the right of information owner according to the laws. Also, the Company cooperates in increasing channels of credit accessibility and educating people in using credit information for owner’s financial advantages.
Member: The Company is engrossed in providing effective credit information as required by law.
Regulator: The Company is engrossed in supporting the regulator to providing security to the financial institution system and encourages data owners to have the financial discipline as the target under the law.
Society: The Company is engrossed in developing work on the basis of social responsibility, supporting and participating in various activities that benefit to society and the environment as appropriate and capabilities available of the company at this time.
2. Transparency in operation and Privacy Confidentiality Protection
The Company shall run the business with transparency by disclosing, clarifying as well as being explainable and examinable as the following privacy confidentiality protection policy:
2.1.The Company considers credit information of the owner as significant data. Any credit information received from a member is confidential, and shall be protected and kept safely in the credit information system according to the international standard.
2.2.The company will cooperate in supporting loan granting by giving the correct and updated credit information to a financial institution in order to approve the credit instantly and fairly. This helps owners to receive the equality of opportunity in financial resource and others services provided by financial institutions.
2.3.The company will disclose credit information of the owner only if an enquiry is performed as defined under the legislation, and for the objectives stated by law unless it is in line with the statute.
3. The structure, roles, authorized responsibility and the independence of the Board of Directors
The Company realizes duties and responsibilities of the Board of Directors in operating the business in order to achieve the objectives, and bring ultimate benefit to the stakeholder.
3.1 Board of Directors is composed of the person who has professional experiences and expertise in all area, and is appointed from the shareholders to supervise the company’s management.
3.2 The Board of Directors shall frame the policies and business direction of the company, and supervise the management to run the business efficiently and effectively. This will not only be the corporate and stakeholders value-added, but also bring advantages to financial institution system and economic stability.
3.3 The Board of Directors has set the regular meeting and extraordinary meeting as necessary by setting the meeting schedule annually beforehand.
3.4 The Board of Directors shall perform their duties honestly and professionally. Also, the Board of Directors is able to debate, interrogate, and state their opinions as well as liberally use their discretion in decision making unless there is a conflict of interest issue.
3.5 The Board of Directors is responsible for adequately, reliably, and timely disclosing financial and non-financial information as defined by laws, company’s and related public organizations’ rules and regulations.
3.6 The Board of Directors is responsible for providing financial report which shall be accurate, reliable, and in line with the accounting standards.
3.7 The Board of Directors will set up the sub committee for screening, studying, supervising, and monitoring important issues as assigned by the Board of Directors. The sub committees shall have elements, roles, duties and responsibilities corresponding to the environment and the necessity of a company such as the Audit Committee, the Risk Management committee and the Remuneration committee.
4. Internal Control and Risk Management
The Company will manage and set the standard internal control system and risk management in order to comply with laws, official rules and regulations as well as the corporate good governance.
5. Social and environment responsibility
The Company realizes the importance corporate social and environment responsibility, and is ready to cooperate and support social activities and preserve environment as much as possible.
6. Code of Conducts and Ethics of Directors
All Directors shall perform own duties under the code of conducts and ethics as the following:
(a) Directors shall strictly perform the duties adhering to the honesty and justice with regard to the stakeholders and credit information owner.
(b) Directors shall manage the credit database system to have greater safety and security.
(c) Directors shall prevent and avoid any activities causing conflict of interest.
(d) Directors shall perform efficiently and professionally with a great deal of care.
(e) Directiors shall manage the explanation of the company’s anti-corruption programs and procedures, including activities encouraging its employees to comply with anti-corruption laws and regulations.
7. Code of Conducts and Ethics of executives and employees
Executives and employees shall perform own duties under the code of conducts and ethics as the following:
7.1.Private conducts affecting to the Company
7.1.1.Behavior: executives and employees shall retain own dignity to be acceptable in society and to not impact on the Company’s reputation and interests as well as to not contrast to the public morality.
7.1.2.Political rights: executives and employees shall use own political rights according to the laws, and avoid any activities which can be misinterpreted that the Company is related to a political party.
7.1.3.Being in debt: executives and employees shall refrain mounting a burden of debt to be greater than own repayment ability.
7.2.Disciplinary: executives and employees shall comply with policies, rules and regulations of the company, and strictly perform own duties under the information security management system.
7.3.Company’s Assets maintenance: executives and employees shall help maintain the entire assets in good condition. These assets include rights, knowledge, techniques, data, and confidentiality of the Company. Also, executives and employees shall use those assets for Company’s advantages, and the assets shall not be used improperly for personal or others’ advantages.
7.4.Confidentiality protection and no advantages seeking from own position: executives and employees shall not use own position or the confidential data received from given duties in dealing with the Company, a credit information owner, and a member for personal direct and indirect advantage unless it is disclosed according to the conditions given bylaw.
7.5.Acting as a Company representative: executives and employees who is assigned as a company representative shall avoid receiving other benefit except the meeting remuneration and other compensation according to the Company’s rules and regulations. Anyhow, the proportion of such remuneration or compensation shall be considered reasonably and appropriately.
7.6.Dedicating oneself and time: executives and employees shall dedicate oneself and time in working with full effort.
7.7.Good performance and service minding: executives and employees shall perform own duties honestly, reasonably, and efficiently.Also, executives and employees shall be service-minded serving credit information owners, members, and other business related persons accurately and justly.
7.8.Conducts and relationship concerning credit information owners, members and other business related persons:
7.8.1.No bribery shall be taken: executives and employees shall be careful and thoroughly consider whether taking compensation or any gifts is rational and base on justice.
7.8.2.Financial and assets related behavior: executives and employees shall not be involved in financial transaction or assets of any credit information owners, members, or other related business person unless it is a normal business transaction.
7.9.Conducts toward supervisors: executives and employees shall obey and perform own duties assigned by supervisors. Also, executives and employees shall have good attitude, and adjust themselves to work well together with supervisors.
7.10.Conducts toward subordinates: executive and employees shall listen to subordinates’ reason, information, and a matter of fact in all aspects. Supervisors shall give informative advice to their subordinates for the benefit in working effectively, conducting themselves as well as encouraging those subordinates to have fully potential development.
7.11.Conducts among employees: executives and employees shall build up and uphold the ambiance of unity, understanding, and kindness in the Company.
7.12.Problem solving guideline: executives and employees shall comprehend that these codes of conduct do not cover all issues that may occur. Hence, every employee shall virtually consult with own supervisor when any problems occur in order to find out appropriate solution or best practice further.
7.13.Company’s anti-corruption programs and procedures : executives and employees shall comply with the company’s anti-corruption programs and procedures, including anti-corruption laws and regulations.
This Corporate Governance Policy is effective since the date of 30 September 2014 by the approval from the Board of Directors of the Company in the meeting no.6/2014 held on 30 September 2014.
Mr. Kulit Sombatsiri
Chairman of the Board of Directors
