Corporate Governance

The Company focuses on shareholders as the investors in securities and the owner of the Company by encouraging them to exercise their basic, i.e. sharing in the profit of the Company, buying, selling or transferring shares, obtaining adequate information of the Company, participating and voting in shareholders' meetings to elect and or remove directors, approving the remuneration of directors, appointing the external auditor and determining the audit fees and making decisions on any matter that affects the Company. In addition to the aforementioned basic rights, the Company treats shareholders equally, i.e. providing current important information on its website, facilitating the company visit for shareholders and avoiding any action that violates shareholders rights.

1. Protection of the Rights of Shareholders

   1.1 The company provides protection of the rights of shareholders and encourages shareholders to exercise their basic rights such as share in the profit of the company, buy, sell or transfer shares, obtain adequate information of the company, participate and vote in shareholders' meetings to elect and or remove directors, approve the remuneration of directors, appoint the external auditor and determine the audit fees and make decisions on any matter that affects the company.

   1.2 The company has provided a website to present important news and information, i.e. financial report, quarterly and annual performance report. The notice of shareholders' meeting shall be sent to shareholders at least 14 days prior to the meeting date and information shall be disclosed at least 30 days prior to the meeting date, therefore shareholders will have a sufficient amount of time to consider the notice of shareholders' meeting and information prior to the meeting.

   1.3 Provides shareholders with the opportunity to add new agenda items prior to the meeting date and to nominate candidates to serve as managing directors. The procedure, channel and method of submission is mentioned on the company’s website.

2. Shareholders' Meeting

   2.1 Shareholders' meeting shall be held within 4 months from the end of the fiscal year. The annual general meeting of shareholders for the year 2017, was held on April 25, 2017. The related members of board, i.e. chairman, chairpersons of the various committees, managing director, including executives, auditor and counselor attended shareholders' meeting to answer all questions.

   2.2 The company sets the record date of shareholders in the annual general meeting to give the shareholders sufficient time to consider the notice of shareholders' meeting and information prior to the meeting.

   2.3 The notice of shareholders' meeting shall be distributed to all shareholders about 2 months prior to the meeting date, therefore shareholders can allocate time for the meeting.

3. Notice of Shareholders' Meeting

   3.1 The company assigned Thailand Securities Depository Company Limited, which is the share registrar of the company, to send the notice of the meeting to shareholders 14 days prior to the meeting date. Disclosure of the information for shareholders' meeting on the company's website www.akkhie.com must be at least 30 days prior to the meeting date, and also be posted 3 days continuously in daily newspaper 3 days prior to the meeting date to notify shareholders.

   3.2 The notice of shareholders' meeting shall contain adequate information as to the date, time, venue and agenda items of the meeting. Each agenda item of the shareholders' meeting must be set as for information only or for approval. Objectives and rationale for or against with explanation of the board of directors must be included. Company regulations related to the meeting, maps of meeting location and relevant documents that shareholders are required to show on the meeting date and also procedures to attend the meeting must be included in the notice of meeting. To benefit and facilitate communication with foreigner investors, all document related to the meeting shall be provided in English.

   3.3 The company realizes the rights of shareholders, encourages shareholders to exercise their basic rights and avoid any actions that violates shareholders rights by proposing the important agenda items for shareholders' approval and indicating important agenda items completely in accordance with the law, regulations of the Stock Exchange of Thailand and company regulations.

   3.4 The important agenda items for shareholders' approval

   • Approval for financial statement and profit-loss statement
   • Approval for appropriation of net income for dividend payments and legal reserve.
   • Approval for bonuses for the board of directors.
   • Approval for remuneration of directors.
   • Approval for appointment of directors.
   • Approval and appointment of auditors and remuneration of auditors.

4. Facilitating shareholders

   4.1 The company provides shareholders with the opportunity to submit questions related to the meeting agenda to the board of directors prior to the meeting date through Investor Relations.

   4.2 The company provides staffs to facilitate shareholders equally on the meeting date.

   4.3 The company provides shareholders with the opportunity to register at least 1 hour prior to the meeting and does not restrict the shareholders who come late from attending the meeting, but encourages them to exercise their rights.

   4.4 The company provides shareholders who come late for the meeting with the opportunity to vote on the agenda items that are under consideration or have not been approved.

5. Procedures on the Shareholders' Meeting Date

   5.1 At the beginning of the meeting, chairman of the meeting shall introduce the board of directors, chairman, chairpersons of the various committees, executives, auditor and counselor to shareholders and prescribe the procedures related to the meeting, including the process for vote. The company provides shareholders and counselor the opportunity to volunteer, witness or count the votes.

   5.2 The company allocates time for discussion and encourages the shareholders to express opinions and pose questions to the meeting. Chairman, directors and executives shall provide clear to the point answers and place importance to every question. Shareholders shall then vote on each agenda item.

   5.3 The company shall conduct shareholders' meeting according to the notice of shareholders' meeting. The company cannot distribute documents containing additional important information during the meeting or add new agenda items without prior notice to shareholders.

   5.4 For the sake of transparency and future reference, the company should encourage the use of voting cards for every agenda item. The company provides shareholders with the opportunity to elect for directors individually.

   5.5 Use the conference program of Thailand Securities Depository Co., Ltd. in registering and counting votes for efficiency and transparency

6. Procedures after the Shareholders' Meeting Date

   6.1 The company discloses the resolutions of the meeting and the voting results to the Stock Exchange of Thailand and also on the company's website with the shareholders' meeting date.

   6.2 The company discloses on the company's website the minutes of shareholders' meeting both in Thai and English, records the list of directors who attended the meeting, vote counting procedures, shareholders' opinions, the explanation of directors and the resolutions of the meeting with approving, dissenting and abstaining votes.

   6.3 Post the videos of the shareholders' meeting on the company's website.

   6.4 If there is a resolution for declaration of dividend payment in the meeting, the notice of the resolution and the details of dividend payment shall be given to shareholders through the SET Information Disclosure System. The company will then coordinate with Thailand Securities Depository Company Limited to ensure that the dividend payments are accurate. The company sets the book closing date at least five days after the shareholder compliance with the Stock Exchange of Thailand.

   6.5 Suggestions and opinions of shareholders and auditor from the shareholders' meeting assessment shall be considered for improvement and development of shareholders' meeting.

According to the constant development and improvement of shareholders’ meeting, this year the Company obtained “Excellent” for the quality assessment of Annual General Meeting Checklist 2017 in AGM Assessment Program held by Thai Investor Association.

1. 1. Equitable Treatment

   1.1 In shareholders’ meetings, the company has policy for preserving the rights of every shareholder by not increasing meeting agendas without notifying other shareholders in advance of the meeting to allow shareholders the opportunity to study meeting agenda information prior to reaching a decision. Every shareholder as the right to vote based on the number of shares held. Each share has one vote and there are no shares with special privileges limiting the rights of other shareholders.

   1.2 The Board of Directors allows minor shareholders to propose agendas at the annual shareholders’ meeting and nominate persons with proper qualifications to become directors by announcing for the acknowledgement via SEC channels and on the company’s website with clearly defined criteria. The company has allowed shareholders to propose agendas and director names in advance since 15th ,November 2016 to 15th ,January 2017 Any company shareholder or shareholders with total shares amounting to no less than 5 percent of shares with rights to vote may propose agendas and nominate director names. No shareholders proposed any agendas or nominated any persons as directors.

   1.3 For transparency and accountability, the company arranged for the use of voting ballots on every agenda and allows shareholders to nominate directors individually.

   1.4 The Board of Directors allows shareholders who are unable to attend meetings to grant proxy rights to other persons, independent directors or the Managing Director to attend meetings on behalf of the shareholders by sending letters granting proxy in the forms prescribed by the Ministry of Commerce to attend meetings and vote on behalf of shareholders unconditionally. In cases where shareholders have granted proxy rights to (Form B) other persons, the company will give rights and treat the person granted proxy rights as a shareholder. Furthermore, the company discloses letters granting proxy rights with details and procedures on the company’s website for 30 days before the meeting.

   1.5 Because most of the shareholders attending the general shareholders’ meeting are Thais, the shareholders’ meeting is conducted in Thai. However, for the benefit of communication and convenience for foreign shareholders, the Company prepares meeting invitations and related documents in Thai and English.

2. Protection of against Abuse of Insider Information and Conflicts of Interest

   The company has specified guidelines to store and prevent the abuse of insider information in ethics for directors and employees to prevent abuse of insider information for personal gain and unlawful gains of others, which is considered as taking advantage of other shareholders or causing overall damage to shareholders with the following essential principles:

   2.1 The company keeps insider information and has set procedures to prevent the use of insider information for self gain or gains for relations i.e. inside trading. The procedures concerning the leaking of insider information or secrets of company have been provided in the company's policy and regulations manual as well as in the procedures concerning trading of securities. The use of inside information and conflicts of interest has also been provided in business ethics and has been communicated to directors, executives and employees.

   The company prohibits directors, executives, employees and relevant persons to buy or sell securities of the company prior to the release of the financial statement and insider information to public and should wait until at least 24 hours after the release of information to public before buying or selling securities of the company. The company has established disciplinary actions for violations of use of inside information for self gain. These could include: written warning, wage cut, suspension without pay and termination. Disciplinary actions is taken depending upon willfulness and severity of the violation.

   2 Directors and executives have a duty to report their securities holding of the company and disciplinary actions in accordance with the Securities and Exchange Act B.E. 2535 (1992). If directors or executives buy or sell securities of company, they are required to report their securities holding of the company, including their spouses and minor children in accordance with Section 59 of the Securities and Exchange Act B.E. 2535 (1992) to the Securities and Exchange Commission within 3 working days and this information must be disclosed to public.

   2.3 The board of directors have established guidelines to prevent directors and executives who have any personal interest in any transactions or on matters directly affecting the company to participate in the decision-making or approval process of the company. Prior to the board of directors meeting, directors who have any interest in any transactions are requested to disclose their interest in any transactions and that director has no right to vote on such issues.

   2.4 The company has a simple shareholder structure and share price volatility is normal.

   2.5 The company has complied with laws and regulations of the Stock Exchange of Thailand and the Securities and Exchange Commission. i.e. guidelines for reporting of connected transactions, guidelines of changes in securities holding, etc.

3. Stakeholder Information Disclosure

   The company has specified the following guidelines on disclosure of stakeholder information of directors and executives for transparency to prevent problems due to conflicts of interest:

   3.1. Directors are required to notify the company without delay when a director and family members have interests or are shareholders in any business with potential interests or conflict with the company having a direct or indirect stake in any contracts made by the company or when a director and family members hold securities in the company and affiliated companies. Stakeholder Directors and executives must be excluded from participation in discussions aimed at rendering opinions or voting to approve the aforementioned transactions.

   3.2. Directors and executives are required to report securities held by the company at every meeting of the Board of Directors. The aforementioned agenda is to notify directors that directors and executives, including spouses and children who have not reached adult maturity and related persons according to Article 258 of the Securities and Exchange Act of B.E. 2535 (1992 A.D.), are under obligation to prepare and disseminate reports on security holdings, including reports on changes in security holdings for the SEC whenever securities are purchased, sold, transferred or received within three days from the securities purchase/sale date.

   3.3. Directors and high-ranking executives are required to prepare reports on stakes held by directors and high-ranking executives, including related persons according to Securities and Exchange Commission Notification No. Tor Jor. 2/2552, which became effective on 1 July 2009.

In 2017, the company treated shareholders equally and there were no complaints of shareholder rights violation or the use of inside information for personal gain.

The company gives the importance on the rights of all groups of stakeholders, regardless of whether the are inside stakeholders, i.e. company executives, employees, or outside shareholders, i.e. competitors, trade partners, customers, creditors, etc. The company realizes that the support and opinion of all groups of stakeholders shall be of benefit to the operation and to the development of business. Therefore the company shall follow the relevant laws and regulations to supervise the rights of stakeholders. Moreover, the company has established guidelines to promote cooperation between the company and each group of stakeholders in order to create harmony.

1. Treatment of Each Stakeholder

   The company has set the written guidelines in compliance with good corporate governance policy and business ethics to treat all groups of stakeholders, i.e. shareholders, customers, trade partners, creditors, competitors, employees, society and environment, including encouraging employees to follow the guidelines and also commit to respect the rights of shareholders which are as follows:

   1.1 Shareholders: The company performs duties to shareholders with honesty and fairness and manages business for stable progress and interest of shareholders by disclosing information to shareholders equally, regularly and completely. The company provides opportunities to propose opinions, suggestions, including either additional agenda items or candidates to serve as directors.

   1.2 Employees: The company gives the importance to employees who are the most valuable resource of the company and key to success in achieving the company's goal. Therefore, the company gives importance to personnel development and welfare and promotes participation of employees.

   • Establishes procedures of remuneration and welfare.
   • Establishes a clear remuneration policy for employees by assessing both long term and short term operational result focused on finance, customers, internal management system, and learning and development.
   • Provides appropriate remuneration and welfare. i.e. salary, annual rewards, provident fund as well as life insurance and accident insurance for employees.
   • Provides orientation to employees focusing on business ethics, anti-corruption policy, company core values, safety and quality system and necessary basic knowledge of company operations.
   • Establishes a policy to promote systematic personnel development by applying a competency model as standard for all types of personnel development plans, performance and competency assessment, training roadmap, individual development and succession plan, etc. There were 232 employees in 2017.
   • Supports activities which promote good relationship among employees, i.e. sport days, new year party, etc.

   1.3 Customers: The company is committed to treat all customers equally and fairly and to meet customer satisfaction and trust by offering good quality services. Moreover, the company supports activities to build a good relationship with customers. i.e. company visits, seminars, customer meetings in order to promote a relationship and to listen to suggestions and complaints as well as participate in customers' activities.

   1.4 Trade Partners: The company has a policy to build good relationships with trade partners, to conduct business fairly, to treat trade partners equally for maximum benefits, to avoid any conflict of interest situations and to strictly follow the mission statement to achieve business benefits.

   1.5 Creditors: The company has a policy to create a relationship with trade partners, to conduct business fairly, to treat trade partners equally for maximum benefits, to avoid any conflict of interest situations and to strictly follow the mission statement to achieve business benefits.

   1.6 Competitors: The company has a policy to compete under the rules of fair business competition, refrain from seeking confidential information of business competitors through dishonest or improper means, and refrain from discrediting competitors through slander or take any action without establishing the truth.

   1.7 Communities / Society / Environment : The company has a responsibility to communities and society to follow standards related to safety, security, occupational health and environment and address concerns that impacts natural resources and the environment.

2. Environmental, Occupational Health and Safety

   The company gives importance to environmental, occupational health and safety by establishing the policy and setting the environmental, occupational health and safety committees in order to develop a management system to control, improve and prevent any damage that may occurred from operations. The company conducts many activities, i.e. annual employee check up, big cleaning day, safety day and various training programs, etc.

3. Environmental Preservation and the Efficient Use of Resources

   The company encourages the efficient use of resources for maximum benefits concerning environmental impacts and has stipulated systematic measurement to prevent impacts.

4. Respecting Human Rights

   The company has a policy to respect human rights for which directors, executives and employees have to follow the ethics on respecting human dignity, independent, personal rights, authority and human rights. The company also treats everyone equally without discrimination against gender, race and nationality.

5. Avoiding Infringement of Intellectual Property

   The company has a policy and guidelines to respect by not violating intellectual property or copyrights for which directors, executives and employees have to follow the ethics on intellectual property and copyright.

6. Anti-Corruption

   The Board of Directors has established and improved the policy on anti-corruption of the Company clearly and also determined the manual on anti-corruption measure to be the guidelines for directors, executives and employees. It focuses on preventing and fighting against all kinds of corruption directly and indirectly, including not involving with bribes and corruption with officers and entities in the public and private sector in order to acquire or maintain competition advantages. In addition, the Company appoints the Anti-Corruption Working Group to coordinate with executives and all sections in the organization in order to improve related rules, requirements and practices correspondingly and appropriately based on the current situations. Moreover, the policy and manual on anti-corruption measure are published to external persons. In 2016, the Company was verified to be a member of Private Sector Collective Action Coalition Against Corruption Council on April 22, 2016 from the Private Sector Collective Action Coalition Against Corruption.

7. Contact AKP

   The company provides the effective way for stakeholders to communicate any suggestions, opinions, questions and complaints through Corporate Communication Department, contact number 02-323-0714-19 ext.132 or www.Akkhie.com or Akkhie Prakarn Public Company Limited 792, Moo 2, Soi 1c/1 Bangpu Industrial Estate, Sukhumvit Road, Bangpumai, Samutprakarn, Samutprakarn 10280

8. Procedures for Whistle-Blower and Mechanisms for Whistle-Blower Protection

   The Board of Directors has provided two effective ways for whistle-blowers to communicate any concerns directly to the executive level, i.e. to supervisors at each level, the internal control department, as well as directly to the board, i.e. the board and audit committee. The company has also assigned management to supervise and take the responsibility of communicating to their staffs so that they understand and follow business ethics and established procedures for whistle-blower protection strictly. The company has provided channel to receive any complaints, opinions, suggests, illegal or unethical practice, including suspicious behaviors that may indicate fraud or misbehavior. The company has established mechanisms for whistle-blower protection.

1. Disclosure of Information

   The company recognizes the importance of disclosure of information, both financial and non-financial, that is accurate, complete, transparent and in compliance with the criteria stipulated by the Securities and Exchange Commission and the Stock Exchange of Thailand. The company also recognizes other material information that may affect the price of the company's securities and influences the decision-making process of its investors and stakeholders. The company has disseminated company information to shareholders, investors and general public through the information disclosure system of the Securities and Exchange Commission and the Stock Exchange of Thailand and is included on the company's website at www.Akkhie.com

2. Preparation of Financial Reports

   The company is responsible to prepare financial reports that is accurate, complete and transparent in order to preserve the company assets and prevent misstatement in accordance with accounting standard. The company is also responsible for reasonable and careful preparation of financial reports to ensure that stakeholders are confident of the financial reports prepared by the company. The board of directors, therefore, assigned an audit committee to verify the accuracy of financial reports and operations. The Board of Directors report for responsible financial statement covers the principles and the criteria stipulated by good corporate governance for listed companies as stipulated by the Stock Exchange of Thailand and is signed by the chairman and the managing director and presented together with the report of the auditor in the annual report.

   In 2017, the company assigned Grant Thornton Co., Ltd. with capability and experience to be the independent auditor and was approved by the Securities and Exchange Commission. The financial statement was verified to be accurate in accordance with accounting standards and also passed the approval of audit committee and the board of directors before disclosure to shareholders.

3. Remuneration of Auditors

   3.1 Audit fees In 2017, the Company paid audit fees of Baht 540,000 (Five hundred forty thousand Baht) to Karin Audit Company Limited (which has no relationship with and benefits from the Company/subsidiaries/major shareholders or individuals related to such persons).

   However, the audit firm and selected auditors are independent and have no relationship with and benefits from the Company, its executives, major shareholders or individuals related to such persons.

   3.2 Other Fees

   None

4. Investor Relations

   The Company realizes that its financial and non-financial information influences the decision-making process of its investors and stakeholders. The Management focuses on disclosure of information, that is accurate, complete, regular, timely and in accordance with the criteria stipulated by the SEC and the SET. The Company, therefore, assigned the Corporate Communication Department to disclose significant information to investors and supervise the financial reporting process, as well as other material information affecting the price of Company's securities, i.e. financial statements, operational results, information disclosed through the SET portal to investors, so that they receive accurate and complete information regularly. The Company presented its operational results and information disclosure to investors, shareholders and relevant persons by using direct and indirect methods as follows;

   • Direct: The company presents its operational results to the securities analysts, investors and employees regularly in the form of analyst meetings, during meeting presentations and company visits where executives are met to enquire about progress of its operational results.
   • Indirect: The company provides information about the company, operational results, financial reports, including other reports through the Stock Exchange of Thailand and can be found under the Investor Relations tab of the Stock Exchange of Thailand website www.set.or.th or the company's website www.Akkhie.com in Thai and English.

   For further information or if investors have any questions, please contact the Corporate and Marketing Communication Department, contact number 02-323 – 0714-19 ext. 132 or at www.Akkhie.com

5. Information Disclosure System
   • The company recognizes the importance of disclosure of company's information, both financial and non-financial, that is accurate, complete and transparent and does so through the SET Information Disclosure System, the Securities and Exchange Commission of Thailand website, the company's website and by mail.
   • The company has disclosed information in accordance with the criteria stipulated by the Securities and Exchange Commission of Thailand and the Stock Exchange of Thailand. Securities Management Department is responsible for information disclosure.
   • The company has assigned the Corporate Communication Department, contact number 02-323-0714-19 ext.132 to be the company's representative to communicate with investors, shareholders, securities analyst and other persons

The Security and Exchange Commission has never asked the company to amend disclosed financial statements. Annual and quarterly financial statements were disclosed to shareholders and investors in a timely manner.

All Board members completely understand their duties and responsibilities as well as Company’s nature of business. They shall perform their duties with honesty, prudence, care and for the utmost benefits of the Company and fairness to all shareholders. Directors shall exercise their independent judgment and devote considerable time in performing their duties in accordance with the Company’s good corporate governance principles. Directors also play significant roles in formulating corporate policy, vision and mission by working closely with the management in setting both short-term and long-term strategies.

1. The Structure of the Board of Directors

   The board of directors has determined the structure of the board of directors. This comprises individuals with knowledge and capability who have an important role in establishing the policies and general perspective of the corporation with a significant role in the direction, inspection, and evaluation of the company’s performance outcome in accordance with independently laid plans. At present, there are nine directors on the company’s board of directors comprising three executive company directors, which is 33% of all directors and six directors who are not executives, which is 66.67% of all directors and the three directors from the six who are not executives shall serve as the Audit Committee Directors to be considered as representatives of the shareholders in performing of the duty of supervising the company’s operations for accuracy and transparency.

   Moreover, the company’s board of directors also appointed various sub-committees such as the Subcommittee of Audit, Subcommittee of Risk Management, Subcommittee of Recruitment and Wage, and the Executive Board of Directors to perform specific duties and present the issues for the consideration and acknowledgement of the board of directors wherein each sub-committee will have scope and duties according to the specifications of the scope and duties of each sub-committee.

   Also, the company has a secretary to fulfill duties and responsibilities according to the Stock and Exchange Act such as suggestions in the areas requiring acknowledgement by the board of directors and performance of the duty of care for the activities of the board of directors including coordinating actions according to the decision of the board of directors. Furthermore, each meeting must be allocated sufficient time for the meeting’s agendas approval and consideration. Also, minutes of the meeting are recorded in writing and the minutes which are approved by the board of directors are collected for further approval of the committees

2. The Roles, Duties and Responsibilities of the Board of Directors

   1. Performance of duty in compliance with the company’s laws, objectives and regulations, as well as resolutions passed by shareholders’ meetings, with honesty and caution in preserving the company’s interests and ethical responsibility for every shareholder.

   2. Setting the company’s policy and direction and supervising the management to ensure compliance with the company’s policies and regulations with efficiency and effectiveness under good governance. The objective is to add maximum economic value to the business and security for shareholders.

   3. Establish a suitable executive compensation system to inspire them and benchmark them with prevailing industry practices, linking it with Key Performance Indicators (KPIs). Short-term compensation means monthly salaries and bonuses; long-term compensation is individually decided, including Employee Stock Option Program.

   4. Monitor the company’s business operations at all times and conscientiously comply with the law and the company’s specifications in related contracts. Stipulate that the management report to the company’s Board of Directors on the company’s work performance and other relevant issues for acknowledgement in Board of Directors’ meetings. The objective is to ensure that the company’s bu siness operations are effective.

   5. Appoint other persons to operate the Company’s business under supervision of the Board of Directors or may assign a power of attorney to act on behalf within the appropriate period, including consolidating or segregating or replacing the entire or part of the authority of the involved directors, and the Board of Directors may occasionally cancel, terminate, change or amend such authority.

   6. Establish a risk management policy with efficient risk management and internal control systems that cover the whole organization. The Board of Directors shall also require the management to regularly report risk management results and possible risk management guidelines, with full disclosure in the annual report

   7. Independent directors and external directions are ready to independently exercise discretion in considering the setting of strategies, managing work, using recources, appointing directors and setting business operation standards. They are also ready to object to the actions of other directors or the management in cases where there are differences of opinion on matters with impact on the equality of every shareholder.

   8. Provide balance sheets and income statements as well as audit report of the auditor, all of which are to be approved by the Audit Committee, at the end of accounting year of the Company. Such information will be disclosed in the annual reports and submitted to the annual general meeting of shareholders within 4 months after the end of the accounting year

   9. Establish a corporate governance policy and code of conduct to guide Directors and employees, with an annual review and assessment

   10. Ensure reliable accounting system, financial report and audit report to be submitted to the Audit Committee as well as set up an internal audit unit and ensure efficient evaluation processes of internal control and internal audit.

   11. Dedicate time and effort in formulating vision, direction and strategy through full opinion expression and with adequate research on information useful for formulating such direction as well as consider possible risks in order to ensure that the executives would be able to concretely and effectively implement the vision, direction and strategy

   12. Prepare accurate minutes and resolutions of the meetings of shareholders and Board of Directors and the reports shall be kept at the Company’s office. The reports, signed by the chairman of the meeting or approved by the next meeting, is considered the evidence of the matters appeared in the minutes, and resolutions and other considerations recorded in the minutes shall be considered correct.

   13. Deliver the following documents to the shareholders together with the invitation letter to the annual general shareholders’ meeting:

   • Copies of balance sheet and income statement audited by the auditor together with an audit report
   • company’s annual report

   14. Refrain from buying and selling securities for at least three days before the company’s financial statements are announced. Furthermore, they are required to report on personal shareholder equity, the shareholder equity of spouses and children who are not legal adults but hold shares in the company or companies in the group during the regular monthly meetings of the Board of Directors. They are also under obligation to report to the company without delay when there are cases involving either direct or indirect stakes in any contracts the company is making during the accounting period and the directors hold shares or debentures in the company or companies in the group.

   15. The company’s Board of Directors is authorized to check and consider approval of the company’s policy, guidelines and plans for large investment projects as proposed by sub-committees and/or the management.

   16. The company’s Board of Directors is authorized to appoint, assign or advise sub-committees or task forces to consider or take action on any matter the Board of Directors deems fitting.

   17. The Board of Directors is under obligation to govern the company in establishing an internal control system and an efficient internal audit system. An internal audit unit needs to be established to monitor and act together and in coordinate with the Audit Committee.

   18. Appoint a corporate secretary in compliance with the laws governing securities and the Stock Exchange of Thailand. The corporate secretary will perform the duty of preparing and storing documents and other items as specified by the Securities and Exchange Commission. And to aid the activities of the Board of Directors and the company, e.g. Board of Directors’ meetings, shareholders’ meeting and the provision of recommendations for the company’s Board of Directors in practicing good personal conduct and the right activities in compliance with the law and various regulations on a regular basis. They are also required to ensure that the company and its directors accurately, completely and transparently disclose information.

   19. Establish rules concerning the company’s code of business conduct and business ethics as well as the ethics of directors, executives and employees as internal practice guidelines for the organization.

   20. Review good governance policies on a regular basis.

   21. Each director is allowed to hold office in no more than five companies listed on the Stock exchange of Thailand (SET).

Term of Office of Directors
1. A director shall be appointed for a term of office of 3 years and a retiring director is eligible for re-election. The Company has no restrictions on re-election of retiring director and age of directors. However, the Company mainly considers their abilities to perform duties.
2. Term of office of directors is in accordance with the Company’s Articles of Association. At every annual general meeting, one third of the Directors who are subject to retirement by rotation shall retire. The director to retire by rotation shall be those who have been longest in office since their last appointment and the retiring director is eligible for re-election.
3. Where a vacancy occurs in the Board of Directors for reasons other than the retirement by rotation, the Board shall elect a person who is qualified and is not prohibited under Section 68 of the Public Limited Companies Act B.E.2535 by a vote of not less than three-fourth of the number of shareholders as the substitute Director at the next meeting of Board of Directors. The substitute Director shall hold office only for the remaining term of office of the Director whom he or she replaces.
4. An independent director shall be appointed for a term of office of not more than 3 consecutive terms or not more than 9 years, whichever is longer. If the Board of Directors deem that it is necessary to hold office more than 3 consecutive terms or more than 9 years, the tenure of such independent director shall be extended.

High-Level Executives Succession Plan

The Board of Directors is aware of the significance of human resources so the Nomination and Remuneration Committee is established to prepare the succession plan for the position of Chief Executive Officer and high-level executives from the department manager level or higher level and report directly to the Chief Executive Officer (CEO) based on the stipulated rules, including consider and review such plan annually.

High-Level Executives Succession Plan

The Board of Directors is aware of the significance of human resources so the Nomination and Remuneration Committee is established to prepare the succession plan for the position of Chief Executive Officer and high-level executives from the department manager level or higher level and report directly to the Chief Executive Officer (CEO) based on the stipulated rules, including consider and review such plan annually.

Policies and Methods of Practice in Positions As Directors of Other Companies for Directors and Executives

The Board of Directors gives importance to the performance efficiency of directors, thereby enabling directors to fully devote time to governing the company’s business. Therefore, policy has been set to limit the number of other registered companies in which directors and executives can hold positions as directors to no more than five other registered companies. Currently, no directors of the company hold positions exceeding set criteria.

Leadership and Vision

The Board of Directors participates in setting short-term and long-term vision, obligations and strategies including goals and business plans by annually revising the company’s vision, obligations, strategies and business plans. Furthermore, the Board of Directors has set success indicators for the organization in each aspect such as growth building and finance including preparation of vital work systems such as the internal control system and the risk management system. The Board of Directors monitors management performance by stipulating that the Managing Director make quarterly reports in order to review and ensure effective company performance.

Corporate Governance Policy

The company has established a written policy for directing the business and the Board of Directors to hold regular reviews of these policies for adherence to the aforementioned policy. Moreover, the company will act according to the rules and various regulations set forth by the Board of Directors overseeing stocks and stock exchanges and the Stock Exchange of Thailand and will disclose reports on the direction of the business in the annual reports and in the form showing the list of annual information (Form 56-1). It is also disseminated at www.akkhie.com. Business care policy is composed of governance in various areas as follows:

Rights of the shareholders	:	The Copany places an emphasis upon and realizes the rights of the shareholders with fairness such as the rights to trade and transfer their own securities, the right to receive the profit sharing and dividend with equality, the rights at the shareholders’ meeting, the rights to express their opinion, the rights to jointly make decision in the Company’s important matters such as dividend allocation, election or demotion of the Directors, approval of important transaction which has an effect on the Company’s business operation, amendment of the charter of the entity or regulation of the Company, appointment of the auditors. This includes mechanism to prevent any domination of corporate governance.
Equality treatment toward the shareholders	:	The Company has policies to protect the right and to treat all shareholders with equality whether they are major shareholders, minor shareholders, institutional shareholders, or foreign shareholders
Roles of the stakeholders	:	The Company has realized the encouragement of the building of competitiveness and profit from operation to the Company as the commencement of the long-term success of the Company. The Company places an importance upon the right of all stakeholders whether they are in-house stakeholders such as the staff and Executives of the Company or external stakeholders such as the shareholders, customers, trading partners, competitors, creditors, the government, communities, and other related organizations. Therefore, the Company arranged a policy and a guideline on good governance so it would be transparent and fair to every internal and external stakeholder. This was known as the “code of conduct”, details of which can be viewed from the Company’s website on investor relation page.
Disclosure of information and transparency	:	The Company has regularly had the disclosure of information including financial reports and business information that is accurate, complete, transparent, equitable, and on a timely basis through the communication channel of the SET and the Company’s website www.akkhie.com.
Responsibility of the Board of Directors	:	The Board of Directors consists of the experts with knowledge, capability, and experience which benefit to the Company whose important roles stipulate the Company’s policy, business plan, target, and budget, as well as supervise the management to perform as assigned with efficiency and effectiveness. The followings are the responsibilities of the Board of Directors:

Zero Tolerance Policy on Bribery and Corruption

The company is committed to zero tolerance policy against every type of bribery and corruption. To operate in a business at risk for corruption, and with careful consideration and practice, the company has prepared written zero tolerance policy against bribery and corruption along with stipulating that the company and subsidiaries comply with anti-bribery and anti-corruption policies with the aim of pushing for and maintaining corporate culture by adhering to the fact that “corruption is unacceptable in transactions with the public and private sector” as disseminated by the company in www.akkhie.com

Operational Guidelines Zero Tolerance Policy against Bribery and Corruption

1. The company will not directly or indirectly participate in bribery and corruption. The company is committed to implementing an effective anti-bribery and anti-corruption system.
2. Company directors, executives and employees at every level are required to comply with the zero tolerance policy against bribery and corruption by not participating directly and indirectly in corruption and bribery of public and private officials such as the personnel of companies involved in transactions with the company to gain or maintain businesses or competitive advantages.
3. Employees are under obligation to neither neglect nor ignore. When actions fitting the scope of corruption are encountered, employees are required to notify supervisors or the persons responsible and cooperate in investigating the facts.
4. Any action under the anti-corruption policy is to implement practice guidelines set out in the company’s business ethics and regulations, including related company operational manuals and any other practice guidelines specified by the company in the future.
5. Corruption is a violation of the company’s business ethics requiring consideration for disciplinary action based on regulations set forth by the company. Furthermore, corruption may result in penalties according to the law if the aforementioned action is illegal.
6. The company recognizes the importance of communication and public relations to build knowledge and understanding among company directors, executives, employees and persons associated with the company on topics requiring compliance with this anti-corruption policy.
7. The company is committed to building and maintaining corporate culture with a firm belief that corruption is unacceptable in transactions with the government sector and the private sector based on protocol.

Business Ethics

The Board has established the code of conduct to be the guideline and good practiced for directors, executives and employees to adhere by, so that the duties can be performed under the Company's mission, with integrity, honesty, and fairness applicable to all stakeholders, the public, and the society. In addition, the Board also establishes the monitoring system to ensure these guidelines are abided by regularly. The Company has continuously provided trainings and notified all employees to strictly comply with the code of conduct. Directors, executives and employees of the Company are responsible for strictly complying with the code of ethics. All levels of supervisors are responsible for monitoring and encouraging their subordinates to comply with the code of ethics, as well as behaving as a good model for employees. The Company’s code of conduct is published on www.akkhie.com.

Internal control systems

The board of directors places importance on the internal control systems both at the executive level and the operational level in order to ensure efficient operations. Furthermore, the company has clearly set forth duties and authority for the executives and employees in writing, with respect to control over and use of the company’s assets to generate profit. The company has also divided the duties of employees and controllers with separate audits in order to create a balance between each other.

The company has established an Internal Audit Department to audit the primary operations and significant financial activities of the company to assure performance in the specified direction that is effective and in compliance with the laws and specifications related to the company's internal control systems. The audit department examines significant items continually with reports on the findings sent directly to the audit committee. The internal audit is able to fully inspect and maintain a balance

Appointment and Consideration of Auditor Remuneration

The Audit Committee considers the selection, nomination and removal of independent persons to function as the company’s auditor and proposed auditor remuneration. The Board of Directors proposes to the shareholders’ meeting for approval. The Board of Directors and the Audit Committee is of the opinion that Karin Audit Co., Ltd. has professional expertise, independence and neutrality with experience in continually auditing the company and awareness of information belonging to the company. Auditor remuneration for 2017 was set at 540,000 baht. At the general shareholders’ meeting of 2017, the meeting approved auditor appointment and remuneration according to proposals made by the Board of Directors.

Risk Management

The board of directors set clear specific and measurable goals for business performance. The executives compare actual performance outcomes against the goals determined by internal and external evaluations by assessing risk factors, analysis of causal factors and events that cause risk and also assigned the related department to continuously monitor the risks and report the progress to the supervisors.

Conflicts of Interest

The board of directors has a policy for preventing conflict of interest on the principle that any decision to conduct business activities will be done for the best interest of the company and should avoid actions that cause conflict of interest. It requires those who are involved or have a conflict of interest to notify the company of the relationship or interests in the transaction, and they shall not participate in the decision-making including having no approval authority for such a transaction.

If there are items that may cause conflicts to occur that do not fall under regular trading procedures or comply with regular trading terms it must be presented at the meeting of the board of directors for approval. The Audit Committee shall carefully consider the appropriateness and present at the meeting of the board of directors and / or the shareholders' meeting (as the case may be.) The company must comply with the rules and regulations set forth by the board of directors overseeing stocks and stock exchanges and the Stock Exchange of Thailand and will disclose the reports on the direction of the business in the annual reports and in form showing the list of annual information (form 56-1).

Internal Control Systems

The board of directors considers corruption a major risk to the organization. Therefore, the measures to control corruption are as follows:

1. Preventive measures: set the organization to control and manage, providing a written code of ethical conduct and promoting compliance with the code of ethical conduct, providing a good internal control system, and evaluation of internal controls of each operational unit.
2. Supervisors at each level are responsible to prevent, detect and investigate fraud and errors in the operation. In addition, the internal audit unit that is independent of the executive, reviews the rules, regulations and monitors risk alarms.
3. The investigation must be fair to the accused and afford appropriate protection to the informant or whistle blower.

Reports of the Board of Directors

The board of directors is responsible for important business operations and the direction of the business, general financial statements of the company and subsidiary companies and financial information appearing to the public in the form of annual lists of information and annual reports. Financial statements will be in accordance with generally accepted accounting standards in Thailand and will be audited by a licensed auditor, licensed by the Security and Exchange Commission. The board of directors must select appropriate accounting policies and ensure it is followed with cautious judgment and best organizational estimation. Significant information must be sufficiently disclosed in the remarks section of the financial statement. The board of directors must ensure that effective internal control systems are in place to be reasonably sure that the accounts are accurate and complete and prevent misrepresentation.

The board of directors appoints an Audit Committee comprising of directors who are not executives and have sufficient independence to be responsible for the quality of financial reports and internal control systems. The board also appoints subcommittee of Risk Management consisting of independent directors and senior executives who are responsible for evaluating the risks in the company’s various operating systems.

3. Protection of against Abuse of Insider Information for Personal Gain

   The company has the following policies and methods for preventing directors and executives from using the company’s insider information that is not disclosed to the public for personal gain, including buy and sell securities:

   1. Directors and executives have a duty to report their securities holding of the company, including their spouses and minor children in accordance with Section 59 of the Securities and Exchange Act B.E. 2535 (1992) and disciplinary actions in accordance with Section 275 of the Securities and Exchange Act B.E. 2535 (1992) as well.
   2. Directors and executives have a duty to report their securities holding of the company in accordance with Section 59 of the Securities and Exchange Act B.E. 2535 (1992) to the Securities and Exchange Commission within 3 working days since the change of securities holding was amend and the this copy must be submitted to the Secsurities and Exchange Commission in the same day.
   3. The company prohibits directors, executives, and relevant persons who received insider information which may effect to the price of securities buy or sell securities of the company prior to the release of the financial statement and insider information to public at least 1 month and should wait until at least 24 hours after the release of information to public before buying or selling securities of the company.
   4. The company has established disciplinary actions for violations of use of inside information for self gain. These could include: written warning, wage cut, suspension without pay and termination. Disciplinary actions is taken depending upon willfulness and severity of the violation.