Principle 7 :       (Ensure Disclosure and Financial Integrity)

Board of Directors has realized on quality and disclosing information equitably, transparency and fairness and discloses information related to company both financial status and non-financial status or any information which may affect trading price for shareholders and those who are interested to acknowledge information correctly, completed, on time, equally and same quality.

The company has disclosed information with easily to access and more channels in both Thai and English version through the channels of the Stock Exchange of Thailand and through the company’s website www.rwi.co.th to stakeholders to ensure all parties are as follows:

1. Corporate Governance: The Company has corporate governance in accordance with good corporate governance for listed companies of The Stock Exchange of Thailand in 5 conditions are Equitable Treatment of Shareholders, Role of stakeholders, Disclosure and Transparency and Responsibilities of the Board includes policy and practices in term of anti-corruption through company website rwi.co.th
   
   In the year 2019, the company has reported the results of the implementation of the corporate governance policy. Which is in line with the principles of good corporate governance for companies, listed companies of the Stock Exchange of Thailand By disseminating on the Annual Report Form (Form 56-1), Annual Report (Form 56-2) and the Company’s website www.rwi.co.th

2. Importance information as for financial and non-financial: The Company has disclose importance information including financial and non-financial information under the condition of The Stock Exchange of Thailand and The Securities and Exchange Commission correctly, completely transparency and on time which passed through examination procedure in both Thai and English to The Stock Exchange of Thailand and company website (www.rwi.co.th) as follow:
   • Information which disclosed in Form 56-1 and annual report of company. By this, the company has prepared and disclosed in accordance with rules from The Stock Exchange of Thailand and Securities and Exchange Commission for beneficial of shareholders to be considered thus with up to date information by publishing through its company’s website rwi.co.th
     
     In past year, The Company has not been implemented from Securities and Exchange Commission or The Stock Exchange of Thailand due to non-disclosure requirements.

• • In term of Annual Financial and Quarterly Financial as The Board of Director has play importance role on preparation of financial report correctly follows accounting standards, record accounting with caution, use discretion to estimate on making financial report to reflex on actual business operation, prepare of Financial Statement and pass examine by auditor with approval from Audit Committee also has passed examination procedure and informed to The Stock Exchange of Thailand and The Securities and Exchange Commission. Moreover, disclosed to shareholders or investors before the end of the specified period which information can be used in order to make decision making for
  • To report business operation quarterly The company normally report business operation every quarter in case net profit in accordance to latest Financial Statement changes from
    Financial statement (same period of previous year) more than 20 percent then company will describe those changes through SETSMART (The Stock Exchange of Thailand) and company’s website www.rwi.co.th

By this, company’s auditor has knowledge and expertise independently and has been approval from Securities and Exchange Commission. Apart from this, auditors has no relationship or equity with company/ subsidiaries/ affiliate company/Executives/ major shareholder or those involved with such person therefore It is free to monitor and comment on the Company’s financial statements truly. Moreover, company has disclose auditor fees and other services as paid to auditor in title of “Remuneration of Auditor” of Annual Report

In year 2018, Financial of company has certified with unconditional and no notice from company’s auditor, company has disclose financial statement to The Stock Exchange of Thailand and Securities and Exchange Commission.

3. Report on responsibilities of Board of Directors on Financial Report The Board of Directors has realized on importance of financial report preparation correctly, in accordance with accounting standard which disclose such information that has been audited by independent auditors and approved by Audit Committees and Board of Directors prior to dissemination to shareholder. In order the ensure, Boards has prepared a report on responsibilities of Board on Financial Report as disclosed in Annual Report and Form 56-1 together with report from auditors. By this, such report is meet accounting standard report and investors could find this information for their decision
4. Related Transaction and/or Asset Acquisition: Board of Directors has clear practice guidelines in order to discarded on beneficial and for highest returns to company and shareholders. Transactions which conflicts of interest then company will clarify and disclosed in meeting resolution in accordance with rules from Capital Market by stakeholders may leave the room and no right to vote in that agenda for independently in consideration. This has been disclosed to Stock Exchange of Thailand in Thai and English version and also company’s website, annual report in the title of “Related Transaction” and Form 56-1 subtitle “12. Related Transaction”
5. Designated to Board of Directors and Executives requires to report trading securities, holding company’s securities and stakeholders involve in company management such as mate and underage children which stakeholders involved in company management to report to related person who holds position of directors, executives and Securities and Exchange Commission as following manner:

As measure and policies to comply with guideline set out as follow:

• Report on changes in holding company’s securities when trading (Form 59-2)
• Information of Company’s directors and executives (Form 35-E1)

In year 2019 – Director and Executive including their spouse, underage child as making report on trading securities, holding of company’s securities in case there any changes together with conclusion in annual report in title of “Shareholding Structure and Management” and Form 56-1 in title of “8. Management Structure”

6. Designated policies of responsibility of community and environment: which company set the mission in order to practices to achieve tangible should report company every time changes in accordance to standard of regulation as follows:
   • To report vested interest in position of Director or Senior Management for the first time
   • Report on any vested interest when there is any changes
   • Report on any vested interest every year ended
   • In case director has resigned then re-elected then those director do not have to submit report again
   • Directors and Executive submitted report on vested interest to corporate secretary within 1 month (date of appointment) and within 15 days when there is any changes and within 30 days then report in annual report counting from year end thus corporate secretary need to send copies of these report to Chairman and Audit Committee Chairman within 7 days counting from date received information

In year 2019, Directors and Executives has submitted the report of vested interest in case there are any changes

7. Supervision on the use of inside information The company has measures to control the use of inside information by specifying in the business ethics regarding conflicts of interest and keeping confidential information that must be treated to the shareholders’ company and The company stipulated in the employee ethics Directors, executives and employees must perform their duties with honesty, responsibility, discipline. They must have a good conscience for the public and for oneself, not to use the position of duty to improperly seek benefits for oneself and / or others and protect the interests and assets of the company by not using the information and assets of the company for the benefit of themselves and / or others. They do not act in a way that encourages others to do business competing with the company and its subsidiaries. The company also imposes a penalty for violation of the use of inside information of the company for personal benefit in the company’s regulations. With penalties ranging from verbal warnings to dismissal

In addition, the rules and regulations regarding the work of the company are stipulated in the said matter. By imposing disciplinary action the directors, executives and employees have complied with the regulations.

In 2019, the directors, executives and employees of the company have strictly complied with the policy and regulations as a result, there was no misconduct due to the company’s internal information

8. Designated policies of responsibility of community and environment: The Company has set in company’s mission in order to practices to achieve tangible which everyone in organization must be

Year 2019 the company has disclosed details in Annual Report by separating as part of Corporate Social Responsibility (CSR) Report

      9. Meeting and Communicate between Executives and Chief Executives, highest commanders of every department of company and subsidiaries:

Company has held the meeting between Executives Board and Chief Executives and highest commanders of every department of company and subsidiaries every month in accordance of the target of business operation and business strategy. By this, communication is a way to cooperate with every employee for understanding and act in the same direction together with responsible for their duties in order to achieve their goals.

In year 2018, Chairman has play importance roles on attending to Executive, Chief Executive and High Level of position in every division meeting every year by main idea suggestion, aggressive tactics and philosophy together with exchange opinion independently to support executive management and achieve business goals

Apart from this, disclosure of financial statement and other information to The Stock Exchange of Thailand and Securities and Exchange Commission through various channel by accurate, complete and on time however the company disclose following information.

1. Shareholding Structure by disclosed top 10 major shareholders as at closing registered date to attend Annual Shareholders meeting before meeting started and disclosed in website of company rwi.co.th
2. Disclosed changes in holding shares of Directors and Chief Executive by show amount of shares at the end and beginning of year or trading between in annual report in the title of “Shareholding and Management Structure” in No.2 Management Structure in sub title of Changes of holding securities of Directors and Executives and Form 56-1 in the title “8.1 Board of Director”
3. Disclosed business operation of company and analysis industry and competitive includes financial status, annual report, in title of “Nature of Business” and form 56-1 in the title of “2. Nature of Business”, company’s website both Thai and English version which can be download
4. Disclosed Risk Factors of company in term of characteristics, cause and effects includes ways to prevent and reduce these risks in annual report in the title of “Risk Factor” and Form 56-1 in title of “3. Risk Factor”
5. Disclosed name of Directors, Independent Directors and sub-committee includes historical, roles and responsibilities, number of attended the meeting of each Director, proportion of holding shares, date of appointed as Director and information of training development of each directors in past year in annual report in the title of “Shareholding Structure and Management” No.2 Management Structure in sub title of Summary of attendance and in the title of “Personal Information of Directors and Executives” and Form 56-1 in the title of 8.1 Board of Director subject of summary of attendance and title of 2 Sub Committee.
6. Disclosed policies on remuneration fees of Directors and Executives of company and subsidiaries includes form and nature of compensation committee granted in annual report in the title of “Shareholding Structure and Management” 2 Management Structure in sub title of

Remuneration of Directors and Executives and Form 56-1 in the title of “8.4 Remuneration of Directors and Executives”

7. Disclosed policies on dividend payment of company in annual report in the title of “Shareholding Structure and Management” 1 Management Structure in sub title of Dividend Payment Policies and Form 56-1 title of 7.4 Dividend Payment Policies
8. Disclosed the appointment of Auditors (independently) and qualification as agreed by Securities and Exchange Commission (SEC) includes their fees and services in annual report in the title of “Auditor Fees” and Form 56-1 in title of 6 “Auditor Fees”
9. Disclosed organization structure in annual report in the title of “Management Structure” and Form 56-1 in the title of “8.2 Executives subject of through company’s website both Thai-English versions as can be downloaded
10. Disclosed Internal audit control system as assessment by follows regulation from SEC together with reported to Audit Committee in annual reportin the title of “Report on Corporate Governance of Audit Committee” and Form 56-1 in title “Enclosure 5”
11. Disclose the offense notification policy in section 3 Taking into account in role of stakeholders RE: “Anti-Corruption Policy” in annual report and form 56-1 as well as company website in both Thai and English version
12. Disclosed financial statement each quarter in both Thai and English version through company’s website thus can be downloaded
13. Disclosed annual report, invitation letter to Annual General Meeting of Shareholders in both Thai and English version through company’s website thus can be
14. Disclosed Article of Association in both Thai and English version through company’s website thus can be downloaded
15. Public information and company’s news through company’s website

 

Channel for dissemination of company information

Disclosure of information accurately and transparently through provided channel for benefit to related person

1. There is Investor Relation Department– channel to communication with investor

The company has specify person who will be a center for disclosing importance information to investors and related person to facilitate any stakeholder

• Miss Nongnuch Khamchaithep

Corporate Secretary

Phone: (02) 049-1001-4 Ext. 4012           Fax: (02) 049-1005-6

Email: nongnuch@rwi.co.th

 

• Thanaphan Sapsakron Investor Relations

Phone: (02) 049-1001-4 Ext. 4013           Fax: (02) 049-1005-6

Email: tanapan@rwi.co.th

 

2. The company has acknowledge, create understanding e.g. student affairs access to entire system and visit factory (subsidiaries) thus executives will be an educator in order to understand basic aspects of production (from beginning till the end of production process)
3. Importance information as public on company’s website is as follow:
   • Shareholding Structure
   • Organization Chart
   • Article of Association
   • Good Governance
   • Anti-Corruption Policies
   • Code of Conduct
   • Employees Ethic
   • Report Committees
   • Social Responsibility Report
   • Annual Report (Form 56-2) and Annual Registration Management (Form 56-1; Thai version only)
   • Financial Statement every quarter