Principle 8 :       (Ensure Engagement and Communication with Shareholders)

The Board of Directors is aware of the basic rights of shareholders. Both as an investor and as the owner of the company And taking into account the highest benefits for shareholders equally. By paying attention and respecting the rights to ownership rights of shareholders By not allowing benefits to any group of stakeholders And looking after information Of the company completely as according to the truth For the shareholders to be confident that Shareholders are involved in decision- making on important matters of the company, such as acknowledging the operating results. Management policy Or entering into connected transactions correctly, completely and in truth Through various communication channels such as the company website www.rwi.co.th in both Thai and English And through the website of the Stock Exchange of Thailand www.set.or.th The Board of Directors has guidelines for the company to perform as follows

1. Company appointed to the company The Thailand Securities Depository , Ltd. acts as the share registrar of the company to facilitate the shareholders in carrying out the work of the company’s securities registrar.

2. In determining the date of the shareholders’ meeting, the company will not schedule the meeting on public Commercial bank holidays The appropriate time will be determined between 08:30 am – 5:00 pm and the meeting place will be in Bangkok.

follows

In the year 2019, the company has set the date for the shareholders meeting 2 times as

• Annual General Meeting of Shareholders for the year 2019 on Tuesday 30 April 2019.The meeting place is Vimanthip Room, Floor 5, Montien Riverside Hotel, 372 Rama 3 Road, Bang Khlo Sub district, Bang KhoLaem District, Bangkok 10120, starting at 9.00 hrs

• Extraordinary General Meeting of Shareholders No. 1/2019 on Tuesday, December 17, 2019, No. 1011, Supalai Grand Tower, Floor 33, Chong Nonsi Sub district, Yannawa District, Bangkok 10120. The meeting started at 9.30 hrs.

The company has a policy to promote and facilitate the shareholders. Including institutional investors In attending the shareholders’ meeting The company selects a meeting place with sufficient and accessible public transportation systems for shareholders to easily attend the meeting. Due to being next to Rama Road 3 The company has acted in accordance with the policy and criteria regarding the treatment of shareholders.

3. The company gives importance to all matters, all issues specified in the law. And may have an effect on the business direction of the company The company will clearly specify the agenda of the meeting of shareholders for acknowledgment and In each agenda proposed in the notice of the meeting There is a background in which the objectives, reasons, and opinions of the Board of Directors are clearly stated in each agenda. Along with supporting documents For the shareholders to consider in detail In the annual general meeting of shareholders, important agenda such as

   • Agenda regarding directors: separate matters for election of directors and remuneration for each agenda

• Appointment of Director: companies allow shareholders to elect directors to the right person. The basic information of the person who is nominated for the election of directors together with specify the position in other companies. If a company is defined by the operator which has the same nature and in competition with the business of the Number of participant the Board of Directors meetings by consideration from Boards which are suitable for a wide range of professional qualifications, experience and expertise with a moral vision, an unblemished track record, independently including performance as directors in the past. The Company shall appoint a Nominating Committee.

• Remuneration for Directors: Remuneration Committee has considered on amount of compensation and allocated by consideration of time attended the meeting as refine details of appropriate reasons and compare with same kind of reference from industry and economic conditions in accordance with policies and criteria for determining the remuneration. By this, company has proposed remuneration to shareholders meeting for approval annually which can be divided into compensation as money is the meeting allowances and no pay for other benefits and disclose remuneration individually in annual report as title of “Shareholding Structure and Management 2 Management Structure as sub title of Remuneration of Directors and Executives” and Form 56-1 title of “8.4 Remuneration for Directors and Executives”

• To appoint company’s auditor and Auditor fees: Details on the name of Auditor Company, independence Relationship with the company, number of years served, compares the remuneration of the auditor during the current year by passed and other fee of services from accounting office as auditor belong to both company and By this, it passed consideration from company’s Audit Committee which has disclosed in the annual report in the title of “Remuneration fee of Auditor” and Form 56-1 No. “9.6 Remuneration fee of Auditor”

• Dividend Payment: The detail of this has shown in allocation of profit, Dividend Payment under The Company’s dividend policy and comparison of dividend payment during the year together with schedule of record date and close registration book for shareholders to be allocated for dividend payment

4. In every shareholder’s meeting, the company has delivered a notice of shareholders’ meeting with supporting documents for the meeting in complete details of each agenda along with explanations and reasons and opinions of the board. The company has publicized the meeting invitation letter with relevant documents Both Thai and English in advance of the meeting date so that the shareholders have more time to consider on the company website, rwi.co.th.

5. The company has determined the annual general meeting of shareholders once a year and suitable locations. Within not more than 4 months (120 days) from the end of the fiscal year, the company sent a meeting invitation letter with meeting documents that contained sufficient, complete details showing the background and opinions of the Board of Directors in every agenda by preparing both Thai and English And have complied with the AGM Checklist meeting guidelines with details in the following matters:

• Date, time and location of the shareholders’ meeting

• Copy of the minutes of the shareholders’ meeting Last time

• Annual report with financial statements

• Meeting agenda Each agenda will be presented to the shareholders for consideration such as to certify Approve To consider the election Appointment etc.

• Agenda for the appointment of directors It consists of information of persons nominated to be directors in place of those who are due to retire by rotation, such as name, age, educational background. Training courses Current and past work history Number of listed companies and general companies that hold the position of directors Job expertise Attendance history of that year. Year of being a director Company shareholding Illegal record in the past 5 years History of transactions that may cause conflicts in the past year Information for consideration of the election in case of being an independent director

• Agenda for remuneration of directors and sub-committee Comprised of compensation data for the Board of Directors And sub-committees Credit limit requested The actual amount used in the previous year, comparing 2 years, policy and criteria for compensation Both in monetary Other compensation and other benefits And the opinion of the compensation committee

• Agenda for the appointment of auditor and determination of auditor remuneration Contains the auditor’s information Compensation for 2 years and opinion of the audit committee

• Articles of Association, specifically for the shareholders’ meeting

• Documents and evidence that the attendees must present before attending the meeting. Proxy method for registration And voting at the shareholders’ meeting

• Information about the independent directors nominated by the Company to be proxies from shareholders

• Definition of independent committee

• Map of the place of the meeting

• Proxy Form (General type which is simple, not complicated) and Proxy Form B. (Designs that specify various items Which are clearly specified in the proxy form) which is the form in which the shareholders can specify the voting direction And is the type specified by the Ministry of Commerce so that shareholders who are unable to attend the meeting by themselves can appoint independent directors or any other persons as specified as proxies, or choose the type of Proxy Form A or Type C Can be Which can download 3 types of proxies on the company website The company has announced the guidelines for the said distribution through the news system of the Stock Exchange of Thailand. For institutional investors or foreign investors and appointed a custodian in Thailand to be the custodian of shares The company is the coordinator of the documents and evidence that must be presented before attending the meeting in advance. In order to facilitate registration on the meeting day Faster

• Form to request annual report, book format

6.  Shareholders’ meeting

• The company has informed the board of directors of the resolution of the annual general meeting of shareholders with the agenda and meeting details in both Thai and English From 29 March

2019. The company must prepared in advance of the meeting date 31 days through the system of the Stock Exchange of Thailand So that shareholders can allocate time to attend the meeting

• The company has notified the board of directors of the resolution of the extraordinary general meeting of shareholders no.1 / 2019, including the agenda and meeting details Both Thai and English From 20 November 2019 in advance 28 days before the meeting through the system of the Stock Exchange of Thailand So that shareholders can allocate time to attend the meeting

7.  Advertisement of newspapers

• The company has posted advertisements for newspapers, stock news for 3 consecutive days, and 30 days before the meeting, which is 1-3 April 2019, to inform shareholders of the meeting in advance sufficient for preparation before attending the meeting.

• The company has posted advertisements for newspapers, stock news for 3 consecutive days and 23 days before the meeting, which is 25-27 November 2019, to inform the Extraordinary General Meeting of Shareholders No. 1/2019 in advance for sufficient preparation.

8. If shareholders are unable to attend the meeting, the company has sent a proxy in accordance with the form of the Ministry of Commerce along with the invitation letter to the shareholders’ meeting. For the shareholders wishing to appoint a proxy to attend instead by choosing to appoint either a person as a proxy or one of the company’s independent directors to attend the meeting on their behalf in order to protect the rights of shareholders.

At the 2019 Annual General Meeting of Shareholders on Tuesday 30 April 2019, there were proxies for independent directors and audit committee And appointed a proxy to vote on behalf as follows:

Details	Amount of people	Amount of Shares	%
Shareholders under registrar	2,619	636,365,186	100.00
Shareholders attend the meeting	58	466,039,347	73.23
·       Attend by themselves	30	6,194,861	0.97
·       Proxies	28	459,844,486	72.26
Proxies to Independent Director and Audit Committee	18	13,120,177	2.85
Proxies to others	10	446,724,309	97.15

 

9. The voting rights in the meeting are according to the number of shares held by the shareholders, with one share equal to one vote (the company’s shares are all ordinary shares) and no shares have special privileges to limit the rights of shareholders. Other persons shall vote openly. By collecting ballots (which has a barcode). The staff will record the votes by scanning the barcode

10. In every shareholders’ meeting Documents and evidence that the shareholders or their representatives must present before attending the meeting The method of proxy registration, as

determined by the company, is a guideline as required by law and regulatory agencies. Such as the Stock Exchange of Thailand or the SEC

11. The company has increased the means of publicizing the shareholders’ meeting. Along with supporting documents that have the same information as the company sent to shareholders Including meeting attendance rules and meeting regulations In the form of all documents, both Thai and English, on the company website (www.rwi.co.th) at least 30 days in advance of the meeting date in order to give the shareholders sufficient time to consider important agendas. The information is complete and sufficient.

In the year 2019, the company set the date of the Annual General Meeting of Shareholders On Tuesday 30 April 2019 and published the notice of the Annual General Meeting of Shareholders and meeting documents on the company’s website, both Thai and English, on March 29, 2019, which is 31 days before the date of the meeting and set the meeting date. Extraordinary General Meeting of Shareholders No. 1/2019 on Tuesday, December 17, 2019 and published the invitation letter to the Extraordinary General Meeting of Shareholders No. 1/2019 and the documents for Through the company’s website in both Thai and English on 20 November 2019 Which is 28 days before the meeting

12. The company grants the Thailand Securities Depository Company Limited (TSD), the company’s registrar, to deliver the notice of the shareholders’ meeting, together with supporting documents, at least 14 days in advance of the meeting.

In the 2019 Annual General Meeting of Shareholders on Tuesday 30 April 2019, the Thailand Securities Depository Company Limited (TSD) sent a notice of the shareholders’ meeting on 12 April 2019, in advance. 19 days before the date of the meeting and delivered the invitation letter to the extraordinary general meeting of shareholders on 12 April 2019, 19 days in advance of the meeting.

In case of foreign shareholders or institutional type The company has sent the invitation letter together with meeting documents in English together with Thai. To encourage all types of shareholders, including institutional investors, to attend the meeting

13. In the shareholders’ meeting The company has set up a legal meeting procedure. And considering the convenience Rights and equality of shareholders By registering to attend the meeting The company arranged to register by barcode system at least 1 hour before the meeting and continued until the meeting was finished. In which company registration is provided

    • prepare sufficient personnel for registration to attend the meeting

    • Prepare stamp duty for affixing the proxy without charge for service to the shareholders who gave the proxy to others on their behalf.

    • Prepare voting cards for every meeting For every shareholder to use in voting

14. At each shareholder’s meeting Before the commencement of the meeting, the Company Secretary is responsible for informing the number and proportion of shareholders attending the meeting and explaining the voting And the method of vote counting for shareholders who must vote on each agenda in accordance with the laws and regulations of the company and

recommend to the board of directors Various sub-committees The management team attended the meeting with shareholders As well as recommending 2 companies’ certified auditors for the year 2019, which are Dr. Suwachai Mekamnuaychai and Miss Kamonthip Rattananantawatee of the Deloitte Touche Tohmatsu Jaiyos Auditing Company. And introduced an independent legal consultant, Mr. Natwat Tumawong, from the Banchong and Witthaya Law Office Company Limited, to attend the meeting and be the inspector. In the shareholders’ meeting as well For the meeting to be transparent Legally And company regulations And there were representatives from the Thai Investors Association to volunteer to protect the rights of shareholders. After that, the chairman of the board who acted as the chairman of the meeting declared the meeting open.

15. The Board of Directors attaches importance to the shareholders’ meeting Which is considered as a duty to attend every meeting except illness or important mission The shareholders can ask questions of the various sub-committee chairmen. In related matters

In the shareholders’ meeting If any director has a conflict of interest Or involved in any agenda That director will notify the meeting to request not to attend the meeting and / or abstain in that agenda.

In the annual general meeting of shareholders On April 30, 2019, there were 9 members of the Board of Directors, 9 of them were in attendance, representing 100% of the total. Which the chairman of the board Executive Chairman of the Audit Committee Chairman of the Compensation Committee And Chief Financial Officer of the company Attend a meeting To clarify and answer questions relating to the meeting agenda or the company

At the Extraordinary General Meeting of Shareholders No. 1/2019 on Tuesday, December 17, 2019, there were 9 directors, with 8 directors attending the meeting, of which 1 director was obligated. Unable to attend the meeting, representing 88.89% which the Chairman of the Board, Chairman of the Board of Directors.

16. The company conducts the shareholders’ meeting in accordance with the agenda as specified in the invitation letter. Not adding any agenda or changing important information without notifying shareholders in advance And allocate enough time for each agenda item to be In each agenda, the Board of Directors gave the shareholders an opportunity to fully express opinions on each agenda and ask various issues. Regarding the business operations of the company and its subsidiaries

If any shareholders wish to add an agenda during the meeting to consider matters other than those specified in the meeting invitation letter Must be approved by the shareholders’ meeting with a vote of not less than 1 in 3 of the shareholders who attend the meeting and have the right to vote

17. The company arranges the use of voting cards in every agenda that requires a For transparency and accountability By voting method for each agenda The company secretary asked the meeting whether any shareholders or proxies disapproved or abstained. The shareholders or proxies who disagree or abstain shall raise their hands. And voting on the voting card together with

signing And the staff will record the votes by scanning the barcode on the ballot. Including collecting voting cards

The shareholders who grant proxies to the independent directors, the company will proceed with the vote to agree, disagree or abstain. According to the wishes of the shareholders

For the details of the voting results of each agenda The company has counted the Barcode system as a vote counting tool. The voting results were displayed on the screen for shareholders to acknowledge at the same time. For accuracy and speed, results can be announced immediately after consideration of each agenda.

18. Shareholders have the right to know information equally The company disseminates information in both Thai and English through the company’s website. rwi.co.th and Via the website of the Stock Exchange of Thailand www.set.or.th In some cases, although not within the criteria required by law to be disclosed But if the company deems it necessary for the shareholders to be informed, the company will disclose that information By disclosing accurate, complete, timely and transparent information as follows

• The company disclosed the shareholding structure of the company Including the list of the top 10 shareholders of the company at the list of shareholders (Record Date) for the current annual general meeting before the date of the meeting Number of shares held by minority shareholders

• Information about connected transactions Trading important assets

• Minutes of the shareholders’ meeting within 14 days from the date of the meeting of shareholders And published on the company website To be a channel for shareholders to be informed and able to verify information Without having to wait for the next meeting

• Performance information Management policy Related party transactions and Trading of important assets and other information That is necessary for shareholders’ decisions To give shareholders confidence and confidence that the operational structure is transparent And verifiable Ready to operate efficiently To create sustainable growth Creating returns for shareholders at an appropriate and continuous rate

• The company provides a channel for shareholders Whether it is a major shareholder Minority shareholders Institutional investors Or foreign shareholders You can contact the company secretary directly through E-mail: nongnuch@rwi.co.th or direct telephone (038) 684-522 – 7 ext 103.

19. Every annual general meeting of shareholders In the election of directors in place of those retired by rotation The company gives shareholders the opportunity to vote to elect each director individually, in order to give the shareholders the right to elect the directors they want. The company has enclosed details of each nominated director to be elected with sufficient information that shareholders can consider.

20. In every annual general meeting of shareholders, the company also gives shareholders the right to consider and approve the remuneration of the board of directors and sub-committees. With details about the remuneration of the Board of Directors and the Sub-Committees have sufficient information that shareholders can use to consider

21. In every annual general meeting of shareholders, the company has specified the appointment of the auditor and the remuneration of the auditor by proposing to the shareholder details about the The auditor has sufficient information that shareholders can use to consider.

22. During the meeting, the Board of Directors gives shareholders the opportunity to comment, make suggestions or ask questions in various agendas. Independently, before voting, the chairman of the meeting gives the opportunity to the shareholders to ask questions or express

    • In the year 2019, there were 3 shareholders questioned by the Chairman and related directors. Was the person who answered the questions clearly and to the point. Which the company recorded in the minutes of the meeting, both questions and answers Written

    • The Extraordinary General Meeting of Shareholders No. 1/2019 asked 4 shareholders who asked questions from the Chairman of the Board of Directors and related directors Was the person who answered the questions clearly and to the point. Which the company recorded in the minutes of the meeting, both questions and answers Written

23. The company disclosed the resolutions of the 2019 Annual General Meeting of Shareholders on April 30, 2019 and the Extraordinary General Meeting of Shareholders No. 1/2019 on December 17, 2019 to the public to know the voting results. Disagreed, abstained and invalid cards in each agenda, both Thai and English, via the SET Portal system, the Stock Exchange of Thailand Within the meeting date is April 30, 2019 and December 17, 2019, respectively.

24. The company prepares the minutes of the 2019 Annual General Meeting of Shareholders on April 30, 2019 and the Extraordinary General Meeting of the Shareholders No. 1/2019 on December 17, 2019 after the general meeting of shareholders has ended. Meeting notes Pronunciation of each agenda Complete with questions or comments of the shareholders in accordance with the facts appearing in the meeting of shareholders. To the directors and managers of the Stock Exchange of Thailand within 14 days from the date of the meeting, which is May 13, 2019 and December 25, 2019, respectively, and distributed via the company www.rwi.co.th in both Thai and English and submitting the minutes of the meeting to the Ministry of Commerce within the period specified by law. For shareholders who are unable to attend the meeting The company has taken pictures of the meeting atmosphere. Disclosure on the company website for shareholders to be aware of the details of the meeting.

25. After every general meeting of shareholders The company will prepare the minutes of the Annual General Meeting of Shareholders that has correctly and completely recorded by the meeting. Which the information has been recorded in the minutes of the meeting Which the essence consists of

    • steps and procedures for voting on each agenda

    • Name list of the Board of Directors Subcommittee The top executives of the company that attended the meeting and did not attend the meeting, including the leave reason, the auditor, the legal advisor Representative of minority shareholders

 

• The resolution of each meeting on the agenda of voting results which consists of agree, disagree, abstain and invalid ballot.

• Questions of shareholders Including first-last name And answers from company directors and executives

26. Voting in each agenda will be made openly, there are ballots for every agenda distributed to shareholders For the vote counting process to be carried out efficiently and quickly. The company will count the votes only for those who disagree and / or abstaining only. It will be deducted from the total number of votes in attendance and the rest will be considered as agreed Therefore, if any agenda is disapproved by shareholders or abstaining, such shareholders will sign the ballot and raise the voting card received at the time of registration. The said voting card will contain the name of the meeting attendee. The number of shares held or assigned by proxy and the Barcode will be recorded by the Barcode system and kept the ballot as evidence. For transparency and accountability At the same time, the voting results will be displayed on the screen in the meeting room immediately. All shareholders can know the votes in each agenda of how many people agree, disagree, and abstain from voting except for the election of individual directors will collect ballots from all shareholders proxies attending the meeting and certify.

In the year 2019, the company used ballots in every agenda Which includes the important agenda, namely the agenda for the election of directors by allowing shareholders to select individual directors and collected ballots at the office. For transparency It can be checked after the meeting has finished.

27. The company has a policy to pay dividends to all shareholders at an equal

In the case that the shareholders approve the payment of dividends, the company has notified the resolutions of the meeting including details of dividend payment to shareholders through the news system of the Stock Exchange of Thailand. and coordinate with the company registrar Thailand Securities Depository Co., Ltd. to ensure that shareholders receive correct and complete returns as per their rights.

28. The company grants shareholders the right to attend the meeting after the meeting has started. With the right to vote in the agenda, it was counted as a quorum starting from the agenda item that was attended and voted onwards.

29. Company looking after shareholders by being aware of information, operational results and management policies on a regular and timely basis In addition to the disclosure of information through the news system of the Stock Exchange of Thailand. The company also brought important information including news Which is current on the company’s website, rwi.co.th

30. The company is committed to conduct the equality for all shareholders and all groups whether it is a major shareholder or minority shareholders, Institutional investors or foreign shareholders. This is a matter that the company values and determines tools to support equality regardless of gender, age, race, nationality, religion, belief, social status, disability or political views.

Therefore stipulates a process that facilitates shareholders to attend the meeting without too much hassle and give the opportunity without restriction

31. The Board of Directors recognizes and respects the rights of ownership of shareholders, and no action is taken to violate or infringe the rights of shareholders by acting to look after the interests of shareholders fairly, as well as support and encourage all groups of shareholders. Despite being a major shareholder, minority shareholders or institutional shareholders have exercised their rights including basic rights of shareholders, the company provides the right to sufficient and timely access to information and the right to attend meetings to determine the direction of operations and make decisions on matters that have a significant impact on the company.

32. The company allows shareholders to submit questions related to the agenda of the general meeting of shareholders in advance of the date of the shareholders’ meeting from 12 – 25 April 2019 and submit the process for the above with the invitation letter to the shareholders’ meeting through the following channels.

    • Website rwi.co.th

    • E-mail: nongnuch@rwi.co.th

    • Registered mail sent to

Nongnuch Kumchaithep (Company Secretary) Rayong Wire Industries Public Company Limited

No. 1011 Supalai Grand Tower, 17th Floor, Rama 3 Road Chong Nonsi Sub district, Yannawa District, Bangkok 10120

In the year 2019, there was no shareholders sending questions in advance.

33. The company has distributed the shares of the company as follows:

• The company does not have a cross shareholding policy in the group of

• The company has specified the list of shareholders entitled to attend the shareholders ‘meeting on the date of shareholders’ record date on 4 April 2019.

• The board of directors, including their spouses and children who have not yet become of legal age, holds a total of 00000034 percent, which is not more than 25 percent of the company’s issued shares.

• The proportion of shareholding in Free Float shares is equal to 30.00% of the total issued shares which is more than 25% of the company’s total issued shares.

• The company has a combined shareholding of institutional investors equal to 75.51 percent of the total issued shares.

The company attaches great importance to good corporate governance by seeing that the said principles benefit the company in the development of the organization and by evaluating the performance of each CG Code in order to ensure that the operations are in normal practices, as appropriate for the company’s business. (Most of the information is linked from CG to CG Code). Some topics are being studied to be adapted to suit the company context. The Board of Directors Meeting No. 1/2020 has approved the implementation of the Good Corporate Governance Principles

for Listed Companies 2017 (CG Code) according to the business context of the company by the rules and regulations of the Office of the SEC in effect.

Year 2019, The Company has practices in accordance to suggestion of IOD by considering the suitability of the company but there are still some things that company does not fulfill all the requirements, namely

1.     The company should give a chance to shareholders to propose agenda or send some question related to company in advance (before date of shareholders meeting)

Board of Directors has acknowledge and have comments that company has schedule agendas for shareholder meeting completely in accordance to company’s Article of Association and give a chance to shareholders to send some question related to agenda in the meeting (as mentioned in invitation letter to shareholder meeting)

2.     The company should give a chance to shareholders to propose name of director before date of shareholders meeting

The company has acknowledged and has commented; that company has recruit people into position of Directors. Presently, is appropriate for the business of the company without any actions that are in conflict with the equitable treatment of shareholders

3.      Companies should prepare social responsibility reports. Which may be reported as part of the annual report Or create a sustainable development report separately in accordance with the Global Reporting Initiative (GRI) framework.

The Board of Directors has acknowledged and is of the opinion that The company has prepared a report on social responsibility. Which has been reported as part of the annual report

4.  The company should disclose details of the remuneration of the managing director

The Board of Directors has acknowledged and is of the opinion that Currently, the company has no policy to provide any remuneration other than the remuneration as directors or employees received from the company as usual.

5.   Director should clearly specify the term of office of independent directors in the corporate governance policy by not more than 9 years without exception

The company has acknowledged and has commented; presently there are 2 people of Independent Director who holds the position more than 9 years however, Board of Directors seems that independent director are fully qualified according to qualification of independent director of company and requirement of Capital Market Supervisory Board who is capable and independent expression includes well perform in term of independent director, have counterbalance in term of management, can examine as adhere under good corporate governance thus shareholders’ meeting is the only person to approve election of directors and independent directors.

6.  The company should set a policy regarding the minimum quorum at the time that the board of directors will pass a resolution in the meeting of the board that There must be at least 2 in 3 of the total number of directors.

The Board of Directors has acknowledged and is of the opinion that The company complies with the regulations of the company. In the meeting of the board of directors, the presence of not less than half of the total number of directors is required to constitute a quorum.

7.  The committee should arrange for the evaluation of the whole committee. And every sub-committee By revealing the process and criteria for evaluation

The Board of Directors has acknowledged and is of the opinion that The Board of Directors has been considered by the meeting of the Board of Directors. Which considered various qualifications including knowledge, ability and experience And in accordance with the regulations of the company and the regulations of the Stock Exchange of Thailand and the Office of the SEC. Each director has strictly complied with the regulations of the Board of Directors and the Audit Committee Charter. Therefore, it is ensured that the performance of each committee in accordance with the principles of good corporate governance. Although there has not been an evaluation of the entire committee.

8.   Board should arrange for an individual performance evaluation by disclosing the process and criteria for assessment

The company has acknowledged and has commented; Board has considered various fields such as knowledge, abilities and experiences in accordance to rules of company and regulation from The Stock Exchange of Thailand and Securities and Exchange Commission. Each director has practice according to company’s regulation and charters strictly.Therefore ensuring that the work of each committee is in accordance with the principles of good corporate governance although there is no evaluation of the performance of the entire individually.

9.   Chairman should be independent director and should not be the same person of top management

The company has acknowledged and has commented; Board of Directors meeting No.6-2019 at August 6,2019 resolved to approve Mr. Wutichai Leenabanchong to hold the position of Chairman and Acting of Chief Executive Officer (authorized person as well). By this, company believe that chairman has practice his role by understanding on corporate governance strictly.

10.  The Remuneration Committee should hold a meeting at least 2 times a year.

The Board of Directors has acknowledged and gave the opinion that Compensation Committee Meeting has been organized appropriately for the company’s business

11.  The Board of Directors has appointed the Nomination Committee

The Board of Directors has acknowledged and gave the opinion that Director Selection Process The Board of Directors jointly considered persons with various qualifications in various field suitable for the company’s business operations.

12.  The board should consider to appoint the CG Committee

The Board of Directors has acknowledged and gave the opinion that the company has a company secretary who is able to fully perform the duties and has complied with good corporate governance principles in accordance with the principles of CG.

Compliance with other good corporate governance principles
The process on Anti-Corruption

Board of Directors continuously raising awareness and promoting good corporate governance culture to directors, executives and employees in order to access any risks happened in operation thus internal audit act as appraiser

In year 2018, Audit Committee has set up risk report on corruption in every quarter, showing no irregularities

The company has some communicated and public practice in accordance to business ethic and anti-corruption policies by following channels:

Give orientation to new employees

• rwi.co.th

• Publicize through Brochures / Public Relation Board

In the process of expanding partners of company and its subsidiaries to a wider society in conducting business with transparency

Survey Results on Corporate Governance of Listed Companies

Year 2019 Thai Institute of Director jointly with Securities and Exchange Commission and Stock Exchange of Thailand announce survey results regarding corporate governance of listed companies for year 2019 in totaling of 725 companies by evaluating from 2019 Annual Report and information which revealed to public thus company The Company received “very good” survey results.

Score Range	Meaning
90-100	Excellent
80-89	Very Good
70-79	Good

 

Criteria and weight use in assessment

Section	Criteria (No.)		Weight (%)
	2018	2018	2018	2018
1. Right of Shareholders	32	32	15	15
2. To treat shareholders equally	19	19	10	10
3. Roles of stakeholders	29	29	20	20
4. Disclosure and Transparently	53	53	20	20
5. Responsibilities of Board	108	108	35	35
TOTAL	241	241	100	100

 

Corporate Governance Assessment Results Details are as follows

Section	Year 2019 (%)	Year 2018 (%)
1. Right of Shareholder	92	95
2. To treat shareholders equally	86	88
3. Roles of stakeholders	93	90
4. Disclosure and Transparently	80	80
5. Responsibilities of Board	72	70
Average Scores	84.6	84