CG Principle

The Board of Directors has recognized the importance of shareholders’ right, which has been listed in shareholders’ right protection policy, and also encourages every shareholders and institutional shareholders to exercise their rights under the law i.e. the Company profit sharing, the right to sell or transfer stocks, the shareholders’ right to obtain the information, the voting right in the shareholders’ meeting to appoint or to demote the directors, the remuneration of the Board of Directors, the appointment of a certified auditor, the approval of the audit fee and other issues which may significance effect the company.

In addition, the circulation of the information needed for any shareholders have been listed through the company website “www.ask.co.th” i.e. the shareholders’ right for a shareholder or shareholders holding shares and having an aggregate voting rights not less than 1 percent of all Company voting rights to propose the meeting agenda or nomination of directors. The Company has been disclosed to SET and Company’s website since October 9, 2023.

For the year 2023, the Company has circulated the shareholders’ invitation letter and supplementary documents for the meeting on the Company’s website since March 13, 2023 (or before meeting 28 days, the Company held the Annual General Meeting of Shareholders on April 11, 2023). Thailand Securities Depository Co., Ltd (TSD) as the Company registrar has sent out the shareholders’ invitation letter and supplementary documents and annual report 2022 via registered postage on March 20, 2023 (or before the meeting 21 days). The minutes of the meeting has been revealed to public through the Company website for advance consideration of shareholders on April 25, 2023 or 14 days after the meeting. Moreover, the Company never had any policy to lessen the shareholders’ right. The Company will not distribute the importance information immediately on the meeting day, or not put additional agenda or change any details of the meeting without noticing the shareholders in advance. In addition, the shareholders shall be obtained the rights to ask any question to the Board of Directors and attend in the meeting although they come late.

The Company recognizes the importance of the right of shareholders and treats every shareholder included institutional shareholders equally. As a result, the Company will timely, accurately and completely disclose material information and news to its shareholders on a regular basis. In an invitation to the shareholders’ meeting, the Company will deliver a meeting invitation letter together with support information relevant to meeting agenda to the shareholders 21 days prior to the meeting date. Invitation letter for the meeting is also announced in the newspaper with complete opinion of the Board of Directors on each meeting agenda in order that the shareholders have sufficient time to consider the information prior to the meeting. Minutes of the meeting are also accurately recorded for further review by the shareholders. The Company intends to provide additional option to the shareholders by authorizing the independent director of the Company as a proxy on behalf of the shareholders in case the shareholders cannot attend the meeting.

In the Year 2023, the Company held an annual general meeting of shareholders which was the Annual General Meeting of Shareholders No.39/2023 held on April 11, 2023 at 3.00 pm. at Grand Hall Meeting Room of Bangkok Club, 28th Floor, Sathorn City Tower, 175 South Sathorn Road, Tungmahamek, Sathorn, Bangkok 10120. The venue was convenient for travelling by BTS and BRT. Every shareholder is entitled to use his/her right to vote and express opinion or make inquiry before making decision.

Before the meeting

The Company has posted the invitation letter, which detailed every aspects of the meeting through the company website 28 days in advance, since March 13, 2023. The Company has sent the invitation letter including, the Meeting Agenda, the Board of Directors’ opinion and the minute of the previous shareholders’ meeting and also the Annual report together with the documents important for the meeting, the proxy which detailed the clarification manual. The documents will be handed to Thailand Security Depository Company Limited, the company registrar who has been in charge of distributing the documents to the shareholders 21 days prior to the meeting date.

In 2023, the Company has sent the invitation letter and others importance documents to the shareholders since March 20, 2023 and made an announcement through the Sai Klang News for 3 consecutive days from April 3-5, 2023 in order to inform in advance the shareholders and allow them to look through all information before The General Meeting has been called. The Company has sent the documents to all shareholders listed at the date of the record date on March 1, 2023. In order to facilitate the shareholders who cannot attend the meeting, the company also sent the proxy together with the invitation letter and listed the required documents for the meeting stated the detailed for both the shareholders who will attend the meeting and who will assign the others as the representative in order to assist the shareholders for the preparation of the documents and to avoid any problems which might occur in attending the meeting. Moreover, the company has authorized Mr. Pradit Sawattananond the Chairman of the Audit Committee/ Independent Director as a proxy on behalf of the shareholders in case the shareholders cannot attend the meeting.

On the meeting date

The Company has set the venue, and the appropriate time that is convenient for every shareholder and institutional shareholders to assure the security. The Company has provided the sufficient registration counters with “Barcode System” and allowed the participants to register 2 hours before the meeting starts. They can also register prior to or during the meeting. The Company also provided free of charge duty stamps for authorization of proxies. There were snack and coffee break provided to the shareholders. Including, The Company has provided the Shareholders’ meeting via electronic media (E-Meeting) for the shareholders or proxies who cannot attend the meeting

The Company has provided the related documents for the meeting such as invitation letter, one report for the shareholders who requested. The Company also appointed the legal consultant to conduct and clarify the details of the meeting, including voting method, counting, the use of ballot and announced the voting result in each agenda. During the meeting, the Company had appropriately and adequately provided the opportunities to shareholders to ask or express their opinions. Regarding the appointing of director agenda, the Company had set the vote to be separated one by one and collected the ballot of each director for the transparently counted by legal consultant.

In the Annual General Meeting No.39/2023, there were 10 directors participated including 8 directors attended in meeting room which are (1) Mr. Yang, Tze-Ting, Chairman of the Board of Directors, (2) Mr. Pradit Sawattananond, Chairman of the Audit Committee/ Independent Director, (3) Mr. Tang, Lai-Wang, Director/ Managing Director, (4) Dr. Supriya Kuandachakupt Audit Committee/ Independent Director, (5) Mr. Kasem Akanesuwan Audit Committee/ Independent Director, (6) Mr. Anant Svattananon Audit Committee/ Independent Director, (7) Mrs. Patima Chavalit, Independent Director and (8) Mr. Tientavee Saraton Director and 2 directors attended via video conference which are (1) Chen, Jui-Hsin Director and (2) Mr. Wang, Chia-Hung Director and (2) Chen, Fong-Long, Director, (3) Mr. Liao, Ying-Chih, Director, (4) Chen, Jui-Hsin, Director, (5) Mr. Wang, Chia-Hung, Director, together with Mr. Danai Lapaviwat Chief Financial Officer/ Company Secretary/ Secretary to the Board of Directors. There were also 2 Company’s auditor (EY office Limited) and 3 Independent legal advisors from MSC International Law Office as a Master of Ceremony, and Invent tech System (Thailand) Co., Ltd as an Independent Vote Counter during the meeting. As a result of the continually enhancing of the quality of Annual General Meeting arrangement, the company was announced as 100 score for the assessment of Annual General Meeting Year 2022 arrangement and 2 directors cannot attended which are (1) Mr. Chen, Fong-Long Director and (2) Mr. Liao, Ying-Chih Director together with Mr. Danai Lapaviwat Chief Financial Officer/ Company Secretary/ Secretary to the Board of Directors. There were also 2 Company’s auditor (EY office Limited) and 3 Independent legal advisors from MSC International Law Office as a Master of Ceremony, and Invent tech System (Thailand) Co., Ltd as an Independent Vote Counter during the meeting.

After the Meeting

The Company had informed the resolution of the meeting on April 11, 2023 via the Stock Exchange of Thailand’s information system. The Company had submitted and published the minutes of the meeting on the Company website within 14 days after the meeting. In 2023, the company had posted the minutes through the company website since April 25, 2023. The event had also recorded both in video and audio format to be distributed to any shareholders who may have an interest and also posted on the Company website and made an announcement through the newspaper for 3 consecutive days from April 19- 21, 2023 in order to inform the shareholders for dividend payment.

The Company recognizes and is aware of the importance of all groups of stakeholders, both internal and external including customers, shareholders, employees, creditors, debtors, competitors and others related entities. Moreover, the Company also pays attention to the social and environmental responsibility, since every stakeholder always has a long-term support for the company. The Company has disclosed the further information the “Corporate Governance” in company’ s website www.ask.co.th in section “Investor Relations” with the following:

• Code of Conduct
• Anti-Fraud Policy
• Anti-corruption Policy
• Facilitating and Promoting to attending the Shareholders’ Meeting Policy
• Whistle Blowing Policy and form
• Employee development program Policy
• Workplace safety and sanitation Policy
• Procurement Policy
• Tax Policy
• Human Rights Policy
• Human rights Policy and comprehensive human rights audit Policy
• Responsible lending Policy
• Sustainable Development Policy
• Environmental management policy
• Information Security and Cyber Security Policy

The Company has provided “Corporate Social Responsibility Report/ Sustainable Report 2023” in the Company website www.ask.co.th in “Investor Relations” section for all stakeholders to access.

The human development policy will be very crucial to help every single employee to develop himself both on the knowledge concerning current responsibility and the skill development in supporting them for the achievement in their career path. The Company therefore provides both internal and external development program for every employee. In year 2023, the company and its subsidiaries provided all employees totally 95 training programs, 79 programs were internal training programs and 16 programs were external training programs.

The Company has a campaign on safety at work constantly regarding workplace safety and sanitation policy. In year 2023, the Company and its subsidiaries recorded sick leave equal to 1.78 percent of the total employees of the Company and its subsidiaries and has no accidents arising from working. The Company has organized the annual health check for the welfare of manpower to keep all healthy. This project, the Company held annually and operated continuously for more than 20 years.

In order to be a channel for stakeholders’ participation, the Company has set up a channel to gather any complaints, suggestions or comments to the board via the Company’s website (in Investor Relations Section) or the stakeholders may send by mail or by hand at the Company. In year 2023, the company and its subsidiaries were no whistleblowing or report of complaints regarding the corruption or violation of the Company's corporate governance policy.

The Company operates business with integrity according to good corporate governance and adhere to responsibility to social and all stakeholders by establishing the Anti-Fraud Policy to identify the responsibility and practices for fraud prevention as clear guidelines for business operations which develop corporate sustainability. The company was first certified as a member of the Thai Private Sector Collective Action Against Corruption (CAC), on August 18, 2017 and has been renewed the certify membership continuously. In 2023, the Company received the certificate of the second renewal of CAC membership. The certification is valid for 3 years, effective until 2026.

The Company recognizes the important of accurate, complete and prompt disclosure of important information of the company including the company performance information, clearness shareholding structure which detailed in Shareholding Structure section and the corporate governance policy, which was disclosed in the One Report and the Company website at www.ask.co.th.

Regarding the quality of financial report, in 2023, the company appointed EY Office Limited, who has been certified by the Securities and Exchange Commission, as an independent auditor. The Company’s 2023 financial report was certified with unqualified opinion from the auditor.

Furthermore, the Company establishes the Investor Relations Department to be another channel to disclose the information to its shareholders, the analysts and general investors. The Investor Relations Department can be reached at 0-2030-0999, 0-2679-6226 and 0-2679-6262 ext. 5103 or 5131. The information including the shareholders’ structure, the organization structure, corporate governance policy, the Board of Directors member, the financial report, the annual report, the invitation to the shareholders’ meeting and the minutes of the shareholders’ meeting, has been disclosed in the company’s website in Investor Relations section.

In 2023, the Company has disclosed and presented the information to related parties as follows:

1. Analyst Meeting 4 times
2. Road Show for institution investor arranging by securities companies 8 times
3. SET Opportunity Day 4 times
4. Disclosure of the company's performance to newspaper (Press releases) 1 time
5. Disclosure of the company’s quarterly performance via SET 4 times

The Company has initiated the policy for directors to report the conflict of interest in order to prepare the related transactions according to the Securities and Exchange Act.