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Responsibilities of the Board

The Board of Directors plays an important role in corporate governance for the best interest of the Company. The Board of Directors is accountable to shareholders and independent of management. The Board of Directors is responsible to guide the direction of the Company’s operation, to monitor the operations of management, and to show the board accountability for the Company and shareholders

Disclosure and transparency

       The Board of Directors shall be obliged to supervise the correct, complete and prompt disclosure of significant data relating to the Company by assigning:

    1. The Managing Director shall supervise and assume the joint responsibilities with the Finance and Accounting Manager; and the Company’s Secretary shall be obliged to communicate and give data to shareholders;
    2. The Company’s Secretary shall update the data regularly;

       Investors and general interested persons may retrieve data, in addition to the dissemination of data as per the prescribed criteria, through channels of the Stock Exchange of Thailand, Form 56-1 and annual reports; and may access and/or download the Company’s annual reports through channel of the Company’s website at http://www.ut.co.th; provided that the data shall be disseminated both in Thai and English languages; or may contact Miss Prayoon Sripraram, the Finance and Accounting Manager, at Tel. No.02-3231085-87 Ext.1113.

Equitable treatment of shareholders

The Company has given importance to equal treatment to all shareholders, including minor shareholders and foreign shareholders; and has therefore determined the policy to prevent the violation of rights of minor shareholders and has prescribed the guidelines thereof, as follows: 

  • In each invitation for the shareholders’ meeting, the Company’s regulations relating to such meeting shall be attached both in Thai and English languages so that all shareholders shall be notified of definitions, criteria, methods and rights.  
  • The Company has enclosed a form of proxy together with invitation for the meeting to facilitate shareholders who are unable to attend the meeting in person; 
  • The Company has treated all shareholders equally relating to the shareholders’ meetings;
  • The Company has its policy to prevent the use of internal data and has issued the rules and regulations covering the matter, i.e., it is forbidden to exercise one’s powers and duties or to make use of power and duties of other person for one’s own benefi ts or to help other person in an illegal manner; and all personnel of the Company must perform their work with honesty. Moreover, the Company has determined the degrees of punishments, in case, the above-mentioned disciplines are violated; however,
  • The Company has prescribed that directors and the management shall be obliged to report the stakeholding and holding of stocks on a yearly basis and shall always report the trading of the Company’s shares; whereas, the Company’s secretary shall be obliged to keep the reports thereof;

Role of stakeholders

The Company has operated its businesses and transactions with its full awareness that rights of stakeholders, including rights as prescribed by laws or by mutual agreements and good relationship and cooperation among them were crucial factors that helped promote the sustainable growth of the Company and create the competitiveness for its long-term successes; therefore, the Board of Directors has determined the policies by taking account of roles of groups of stakeholders, as follows:

  1. Promote the process of strengthening good relationship and cooperation between the Company and its stakeholders;
  2. Adhere to concepts of transparent business operation of the Company and take account of roles of all groups
    of stakeholders, including policies of environmental, social and community protection;
  3. Provide all stakeholders with communication channels for inquiries, notification of information, complaints or
    questions in financial reports through channels, as follows:
  • In case of retrieval of the Company’s data, please access the Company’s website at http:// www.ut.co.th; provided that the Company’s Secretary shall update the data regularly;
  • In case of doubts in financial reports, please contact the Finance and Accounting Manager and/or the Managing Director via Telephone No.02-3231085-87;
  • In case of notification of data or complaints, please notify the same to the Secretary to the Board of Directors for inspection via Telephone No.02-3231085-87 and reporting to the Chairman of the Audit Committee, the Managing Director or the assigned person for investigation/problem solving as may be suitable, in case, the complaints are well-grounded; provided that the Company had its measures to keep confidentiality of the received data and to protect the data providers;

Rights of Shareholders

The Board of Directors has realized and given importance to the protection of shareholders’ rights and facilitation to shareholders relating to the use of their equitable rights; and has therefore determined the policy not to violate or lessen the rights of the Company’s shareholders and to promote shareholders’ use of their fundamental rights in addition to the right to vote in the shareholders’ meetings such as the right to receive equal profit shares/dividends, the right to receive equal treatment from the Company relating to repurchasing of shares, etc.

1. Prior to the AGM, the Company shall give its shareholders an opportunity to study the criteria and methods relating to the submission of matters or question about the Company in advance to be included as an agenda of the Annual General Meeting of Shareholders. This guideline will be disseminated on the Company website http://www.ut.co.th from 1 October until 31 December.
2. The Company disclosed the invitation for attending the Annual General Meeting of Shareholders, including
supporting documents, both in Thai and English, on the Company website 1-month in advance and sent,
through Thailand Securities Depository Co., Ltd., to all shareholders appeared in the Register of Shareholders
as of the closing date of the Register of Shareholders in advance before the shareholders’
meeting dated . The enclosed supporting documents were as follows;
(a) Copy of Minutes of the Annual General Meeting of Shareholders of the past year.
(b) CD of the Annual Report, Balance Sheets and Profit and Loss Accounts or Financial Statements for the Year
Ended on 31 December.
(c) Profiles of Persons Nominated for Director
(d) Definitions of “Independent Directors” for Persons Appointed as Independent Directors.
(e) Criteria and Method of Nomination of Directors.
(f) The Company’s Regulations Relating to Shareholders’ Meetings.
(g) Proxy Form.
(h) Map of the Meeting Venue.

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