Principle 6 :    (Strengthen Effective Risk Management and Internal Control)

The Board of Directors is aware of the roles and responsibilities of governance and has guidelines for practice as follows

1. To oversee the company to have an appropriate internal control system, the Audit Committee and the Office of Audit have important roles in the financial report to be complete and Internal control systems and audit systems must be appropriate and effective.

2. Supervising the company to have an appropriate risk management system by establishing a clear policy for each year and assigning executives to consider Risk Identification .Assess the chance of being born In order to prioritize the risk and appropriate risk management methods

In addition, in 2019, the company has monitored and managed potential conflicts of interest between the Company and the management of the Board, including the prevention of inappropriate use and transactions with persons who have a relationship with the company The important summary can be summarized as follows:

1. History of illegal acts of the company , Directors and Executives

During the past year and in the year 2019, the company had no cases of actions contrary to rules and regulations, whether laws under the Securities and Exchange Act. Public Company Limited Act B.E. 2535 or various laws such as the company not submitting financial statements as scheduled There is no transaction that provides financial assistance to other companies. The company does not have a negative reputation. Due to the failure of the Board of Directors Subcommittee The company has no case in which the non-executive director resigned. Due to the issue of corporate governance of the company. In addition, the company does not have any actions that violate labor laws, employment, laws on trade competition. Or being executed Due to the company not announcing important information within the time specified by government agencies

2. Assigning company directors and executives Must prepare a securities trading report Company securities holdings And their own interests and related persons, including spouses and children who have not yet become sui juris By making various reports As according to the law relating to directors and executives, and report to the SEC as follows

With supervision measures and policies to comply with the rules as follows

• Report every change in the company’s holding of securities when trading, transferring or accepting (Form 59-2)

• The display of names of persons in the information system of the names of directors and executives of securities issuing companies (Form 35-E1)

In the year 2019, the Company’s directors and executives, including their spouses and children who have not yet become sui juris of such persons Conducted a report on securities trading Company securities holdings In the event that a change has been made during the year is completed

Complete the summary report in the annual report under the heading “Structure of Shareholding and Management” and Form 56-1 in the heading “8. Management Structure”

3. Assigning company directors and executives Must report their own interests and those of related parties Which is an interest related to the management of the company’s business To report to the company every time there is a change With supervision measures and policies to comply with the rules as follows

• Conflict of interest when first becoming a director or a senior executive

• Report every interest When there is a change of stakeholder information

• Report of interest, regularly at the end of the year

• In the event that the directors vacate the office And continue to be a new director That committee member does not need to submit a new report form. If there is no change of stakeholder information

• Have directors and executives submit a report on To the company secretary within 1 month from the date of election / appointment and within 15 days when there is a change and within 30 days. Annual report must be from the end of the year. The company secretary must send a copy of this interest report to the chairman of the board of directors. And the chairman of the audit committee within 7 working days from the date of receiving the report

          In the year 2019, the company’s directors and executives Has conducted the preparation of the report of interest in the event of changes in the year is complete

4. Monitoring of asset trading

The company supervises the purchase and sale of assets to be in accordance with the Notification of the Capital Market Supervisory Board regarding Acquisition or Disposition of Assets. In doing such transactions, the stakeholder committee does not participate in the decision making for transparency and Fair

In the year 2019, the company has made an acquisition or disposal of assets with other parties. The company has complied with the rules of the Stock Exchange of Thailand and the Office of the SEC.

5. Conflict of interest

(Details appear in Form 56-1 Clause 12 Related Transactions)

The Board of Directors has clear guidelines for overseeing To eliminate conflicts of interest carefully with reasoning and for the best interest of the company and shareholders. Transactions that may have conflicts of interest. The company has informed and disclosed the resolution of the meeting regarding the said transaction in accordance with the rules of the Stock Exchange of Thailand. In which the interested directors leave the meeting room and do not vote on that agenda. For independence in decision making and immediate disclosure for transparency

6. Prevention of conflict of interest

7. The company has a clear and transparent shareholding structure, therefore does not cause any conflict of interest to any party. By revealing the shareholding structure of the company in the annual report in detail Including disclosure of securities holding of the Board of Directors and executives in full

8. Inter-company transactions The Board of Directors proceeded with prudence, reasonableness, and considered the highest benefit of the company. And acted fairly The price is determined in accordance with the market price and in accordance with normal business practices and fair trading conditions, as if entering into transactions with third parties. By establishing a transparent operating system for the said matter And comply with the rules of the Stock Exchange of Thailand By establishing it as a policy for good corporate governance And stipulated in the ethics that must treat the company and shareholders

9. The company has disclosed information to create equality in receiving information such as Connected transaction The company has complied with the announcement of the Board of Governors of the Stock Exchange of Thailand regarding the disclosure of information and the operations of listed companies in connected transactions, and in the event that there is a connected transaction that is subject to disclosure or request for approval from the shareholders. The company has complied with the procedures of the Stock Exchange of Thailand and the regulations of the Office of the SEC. Before making the transaction, the company disclosed details and reasons of the transaction to shareholders first every

10. The company requires that the directors having vested interests have to leave the meeting room and / or abstain from voting on that So that the directors without any conflict of interest can express their opinions fully and have freedom to vote. The company secretary will inform the meeting that, in the agenda, which directors have interests? At the end of the meeting, the names of the connected persons and the pricing of the transaction were disclosed. And directors with different opinions from the opinions of the Board of Directors (if any) to the Stock Exchange of Thailand According to the time limit and published on the company’s website in another way for transparency. As well as being recorded in the minutes of the meeting which can be inspected

In the year 2019, the company had inter-company transactions in the form of providing financial assistance to only its subsidiaries, and the company has measures to control the connected transactions. And limit financial assistance to companies that are not subsidiaries and do not engage in connected transactions in violation. Or fail to comply with the rules of the Stock Exchange of Thailand and the SEC and disclose the related transactions which are done fairly at the market price and in the normal course of business of the year 2019 in the annual report and Form 56-1.

As for cross-shareholding between them The company does not have cross shareholding between them.

7.  Internal control and audit systems

• Internal Control System

The Board of Directors realizes the importance and provides internal control system for operation in term of Financial follows the policies and rules by appointed Internal Audit to be responsible for checking the operation system of internal control as planned to report Audit Committee and Board of Directors. Moreover, they are independently to perform their duties. The Board of Directors shall review the appropriateness and adequacy of the internal control system in five aspects according to the COSO (The Committee of Sponsoring Organizations of the Treadway Commission) is the internal control, risk assessment, operational control, information and communication technology and tracking systems one time per year.

In Board of Directors meeting No.2/2019 held on February 25, 2019 by Audit Committee has attended this meeting as considered adequacy of company internal control system follows COSO (The Committee of Sponsoring Organization of the Tread way Commission) with the conclusion of The Company has adequate and effectiveness in term of internal control system which shown in Annual Report in the title of “Internal Control and Risk Management” and Form 56-1 “No.11 Internal Control”

        • Internal Audit

The Board of Directors has assigned Audit Committee to reviews on company to have adequate internal control system for business operation with the effectiveness and report to Board of Directors and Shareholders. By this, the company has provide a separate internal audit unit as part of company’s organization chart and this department is directly under The Audit Committee as assigned Mr. Khomwuthi Pornnaradol (Secretary of Audit Committee) whom holds the position of Director (Internal Audit). In addition Mr. Khomwuthi Pornnaradol and his quality team work will review, assess adequacy, effectiveness of internal control system which has standard check and sufficient independence thus give suggestion for improvement to achieve value added to organization and support corporate governance process.

In year 2019, Audit Committees have performed their tasks as assigned by Board of Directors completely and adequately. There is internal audit unit for helping organization to access in business goals by internal audit is qualified person to perform their duty properly. There are some issues need to be resolved from assessment of internal audit control system by related unit which includes appropriate feedback as management considered as necessary for business operation then propose to Board of Directors to be consider in the meeting (Board of Directors) quarterly.

Internal Audit will report the estimation and review on Internal Control System to Audit Committee quarterly and year 2018 there are 5 times of Audit Committee meeting and report to Board of Directors quarterly. By this, Audit Committee has reports comments on adequacy of internal control system and risk management system in Annual Report in the title of “Corporate Governance report of Audit Committee”

8.     Risk management

The company has emphasized on Internal Control System which every employees has roles and responsibilities together with responsibilities on their duties. Operating system in Executives and

Operational Level has clearly written which includes Financial Control, Operation, and Management oversight work. Moreover, according to the law and related rules to ensure a reasonably confident that successful work will be able to achieve the company objectives as follows :

9.   Supporting on responsibility to social, environmental and human right

Board of Directors realizes on importance of responsible to social and environmental along with business operation by participate in enhance quality of life to be better around the factory, respect human right and fairly in labor thus make communities and factory to live together sustainably

In addition to internal control systems and risk management systems,the important role that directors must oversee in the area of anti-corruption and corruption is process and supervision on the issue of stakeholder complaints supervision and management of potential conflicts of interest among company.

Good Corporate Governance

The Board of Directors realizes on good corporate governance by setting policies which are consists of 3 parts such as Corporate Governance, Business Ethics and Employee Ethics in order for practical of Boards, Executives and every employees within organization in good response on business operation as transparently and confidently to shareholders and investor relations. Although create stability to organization and good benefits to shareholders, stakeholders and environmental thus reinforces to employees by reviews and revise to be suitable with current situations together with public through company website.

The company has support directors, executive including executive to understand and practice according to business ethic and code of conduct by Board of Director to be used as good example for employees. Apart from this; in the orientation for directors and new employees is provide guideline and everyone need to signed in order to demonstrate as commitment to be guideline for practical in workplace

The company has Audit Committee and internal audit to check, follow the manual which is designated as an annual plan then report to Audit Committee to acknowledge together with suggestion and guidelines for correcting and preventing damage on a quarterly basis

Policies and practices on anti-corruption and erotic payments/bribes to get business:

The company has policies on anti-corruption by making “anti-bribery and anti-corruption policy” and practical on “business ethic” coupled with stakeholder to directors, executive and employees to get involve and practice honestly

The company has support on anti-corruption in all forms by prohibiting directors, executives and employees to accept and support all forms of corruption either directly or indirectly along with practice in accordance to related regulations, announcement of Law and rules

As the company has prepared a self-assessment form for anti-corruption measures, proposed to the Private Sector Collective Action Coalition Against Corruption Council (CAC) to certify that the

company is a member of Private Sector Collective Action Coalition Against Corruption which is in the process of being considered by the Sub-Committee

Training and Communication

Year 2019; company has training and give knowledge to employees on policies and guidelines on anti-corruption including related information such as business ethic, gift and entertaining- every level of employees can access through various policies via internal communication system – company news board as well as communicating on anti-corruption among partners, business partners which include business agents through appropriate channels in order to acknowledge and practice together.

The meeting of the Private Sector Collective Action Coalition Against Corruption and Corruption on August5, 2019, CAC resolved to certify the company as a member of the coalition. The certification is valid for 3 years from the date of the resolution for certification and the certificate was given on Friday 18 of October 2019.

Guidelines for supervision and control to prevent and monitor fraud risks

The company has practical related to supervision and control in order to prevent and monitor fraud risks can be summarized as follows:

1. Arrange reviews on internal control and risk management which cover every importance system such as procurement system, sales system and accounting system. By this, in order to prevent and follow risk from anti-corruption includes proposals regarding appropriate improvement guidelines

2. Provide communication channel for give any clues, violation of laws, regulations, article of association or any practice among anti-corruption (policies on protecting person who gives clues and keep a There are measures to check and determine disciplinary action of relevant law firm the company will notify operation results to acknowledge in writing

3. Chief of the relevant department is responsible for following up, adjust or improve and errors and report to supervisor respectively.

Guidelines for monitoring and evaluating performance in accordance to anti-corruption

Board of Directors has assigned to Risk Management Committee to supervise and assess risk throughout the organization for support anti-corruption – consider each activity about risk, analyze, evaluate opportunities and impact. The results of assessment will help company to create a risk management plan and create appropriate risk control systems for changing environments

Board of Directors has determined guidelines for monitoring and evaluating compliance with anti-corruption policy as follows:

1. Provide communication channel for give any clues or complaint by investigating and penalties in order to protect clerk which published on company website and announce to all level of employees

2. Audit Committee required sup reviewing opportunity to commit fraud in business in accordance to company anti-corruption policy and Code of Conduct as well as review risk management to be reasonable and effectively then report to Board of Directors quarterly thus function of internal audit is independently and not limit scope of work

3. Directors, Executive and every employees follow strictly and condition of employment if anyone violate then will punished according to company regulations and law (if any)

          Year 2019, the company has practices and strictly complies with policy as results of no any abnormalities

Policies and guidelines for giving or receiving gifts or other benefits

1. The company has policies on receiving gifts or other benefits from those involve in business with company, executives and employees thus they may receive gifts as conventional without affecting any business decision which can be disclose and transparently

2. Such gift shall not be in cash or cash equivalent (eg; gift card/voucher)

3. In case cannot refuse and have to receive gift then need to report to supervisor and record all details on gift and send such gifts to Human Resource Department to be use as gift to employees or donate for charity as appropriate

Year 2019, the company has no gift or other benefits

Whistle Blowing or complaint

The company has good corporate governance and rights to employees to communicate, complaint when finding matter that may be fraud either direct or indirect- breaking law, business ethic or infringement as well as behavior that may be a problem or cause damage to the company or not being fair which includes any suggestion related to company’s business operation. The company provides channels for reporting clues and complaints as follows

1. Through company’s website rwi.co.th

2. Through Email / Telephone

• Managing Director

TEL: (02) 049-1001-4                   E-mail: wutichai@rwi.co.th

• Corporate Secretary

TEL: (02) 049-1001-4                   E-mail: nongnuch@rwi.co.th

3. Through via post

   • Managing Director or

   • Nongnuch Kumchaithep “Corporate Secretary” Rayong Wire Public Company Limited

1011 Supalai Grand Tower, 17^th Floor, Rama 3 Road Chongnonsi, Yannawa, Bangkok 10120

4. Through via Facsimile: (02) 049-1004-5

Clues, complaints and suggestions will be considered and implemented as appropriate by considering on a case-by-case basis.

Board of Director has assigned Executive Chairman and/or Corporate Secretary is responsible to receive any complaints and recommendation of stakeholders to Executive Committee and/or Audit Committee and/or Risk Management Committee by investigate and report to Board of Directors respectively.

Year 2019, in the past company and its subsidiaries has no complaint on giving or receiving bribes for beneficial to company

Whistle Blowing

1. The company requires those who receive information related to performance of duties or reporting corruption to organization, keep personal information such as name, address which can specify complainant secretly, do not disclose any information to anyone who is not involved except as disclosed under statutory duty

2. The company will keep relevant information confidential and take into account for safety of complainant by setting measure to protect employees complaints including collaboration in scrutiny will be protected from unfair practices as due to cause of complaints such as interfering with performance/change job/lay off

3. The company will listen and handle all complaints in equitable manner; transparency and fair by set mechanism that does not affect employees who report the clues and that information will be keep it secretly

4. The company has open up to stakeholder to feedback comments, complaints through provided channel of company such as Annual General Meeting of Shareholders, opportunity day thus questions, comments, suggestions and complaints will be forwarded to relevant agencies to make modification to meet need all

Year 2019 business operation of company did not appear to have been operating by regulator as did not announce important events within specified time frame which includes not appear that company violated labor law, employment, consumer, trade competition, environment and stakeholders.

Apart from this, company has department of internal audit as duties to responsible for providing efficient and effective internal control system, monitoring and evaluation of fraud risk preventing corrupt employees. There is Audit Committee to reviews internal control system and follow up results of internal audits if any corrupt then internal audit will take action to report to Audit Committee and Audit Committee will report to Board of Director respectively

Policies that are suppression of violation of intellectual property:

The company policies are based on ethics and morality therefore the company does not involved in suppression of violations of intellectual property but innovate their business by supporting their employee in term of production process, products and services as well as we can do with our

customers, partners and government continuously in order for innovative quality products to serve customers’ needs.

In year 2019, company and its subsidiaries has no infringement of intellectual property and

Piracy