Policies and Practices Related to Shareholders and Stakeholders

Rights of Shareholders

The Company shall treat every shareholder equally, whether minor shareholders, major shareholders, or institutional investors, regardless of gender, age, disability, race, nationality, religion, or political opinion, and that all shareholders have the right to be treated equally and fairly.

The Company encourages shareholders to exercise their basic legal rights such as

Rights to receive a share of the business' profits in the form of dividends equally
Rights to trading or transferring the company's shares as specified by law
Rights to receive the business information sufficiently and timely for making decisions
Rights to attend the meetings to exercise voting rights in appointing and/or removing directors, determining directors' remuneration, appointing auditors and determining audit fees
Other rights according to the provisions specified by laws and relevant regulations, including the company's regulations.

In addition, the Company supports and treats shareholders equally in all matters such as providing important and up-to-date information via the Company website, providing opportunities for shareholders to propose an agenda item for the annual general meeting of shareholders and nominate candidates for directorship, arranging the company visits for shareholders, and providing opportunities to participate in social responsibility activities of the Company. The Company refrains from taking any action that would violate or infringe upon the rights of shareholders in any way.

Shareholders’ Meeting

The Board of Directors places great importance on organizing shareholders' meetings by setting an appropriate date, time, and venue to facilitate shareholders’ participation. All shareholders are treated equally, with the following details:

2.1 Before the Shareholders’ Meeting Date

The Company placed great emphasis on the security of shareholders’ personal information, by preparing a Personal Data Protection Notice of Shareholders, to ensure the shareholders that the company realized the importance of Personal Data Protection with the standards stipulated by the Personal Data Protection Act.

The Company has prepared meeting documents that contain complete information on all important matters for consideration of the shareholders' voting. along with guidelines for shareholders, registration, proxy form, and rules for attending shareholders' meetings via electronic media. by disseminating information to shareholders in advance and encouraging shareholders to participate in the shareholders meeting as well as facilitating the exercise of voting rights in the event of being unable to attend the meeting in person as follows:

2.1.1

Provided an opportunity for shareholders to propose an agenda item for the annual general meeting of shareholders and nominate candidates for directorship in advance during 1 October – 31 December each year. The company disclosed the criteria and procedure on the company's website and notified the shareholders via the SET Link system.
2.1.2

The meeting schedule and agenda were distributed via the SET Link system of SET and company’s website, so that the shareholders could plan their schedule for attending the meeting. The record date for the rights to attend the meeting and receive dividends was also detailed in the meeting notice.
2.1.3

Prepared the meeting notice with details of each agenda in Thai and English versions by separating each agenda clearly. The appointment of directors and the consideration of directors’ remuneration were separate agenda items. Each agenda item consisted of background, objective and rationale, Board’s opinions, number of votes needed, policy and criteria of determination of remuneration, policy and criteria of director nomination, profiles of nominated directors, details of previous minutes, conditions, and procedures of attending the meeting, 3 proxy forms (forms A, B, and C), as required by the Department of Business Development, Ministry of Commerce.
2.1.4

Disseminated the meeting notice and relevant documents together with the 56-1 One Report form on the company's website and notified shareholders via the SET Link 30 days before the shareholders' meeting, so that the shareholders had sufficient time to study the information in advance of the meeting date.
2.1.5

Meeting notices were delivered to shareholders by post at least 21 days before the meeting date. A contact phone number was also provided for any further inquiries.
2.1.6

The Company encourages and supports all shareholders and institution investors’ participation and voting in the shareholders’ meeting.
2.1.7

Provided an opportunity for shareholders to submit questions about the shareholders' meeting in advance of the meeting date by clearly determining the criteria for submitting questions in advance and disseminating such criteria on the company's website for shareholders to get maximum benefits and legal rights.
2.1.8

Ensure that no actions are taken to restrict shareholders' opportunity to attend the meeting or to create unnecessary burdens for them.

2.2 On the Shareholders’ Meeting Date

TTW strongly encouraged all shareholders to exercise their rights by attending and voting at the shareholders’ meeting by facilitating the shareholders’ attendance and conducting the meeting transparently. The company used efficient technology in the shareholders' meeting, including registration, voting for the result announcement, to not violate or deprive the shareholders’ rights. Shareholders’ inquiries and opinions were welcomed and taken into consideration as follows:

2.2.1

The company informed shareholders of the guidelines for the registration method, proxy method, and procedures for attending the Shareholders’ meeting in the meeting notice and facilitated information to shareholders via telephone and e-mail.
2.2.2

Encouraged shareholders who are unable to attend the meeting in person to appoint other persons to attend the meeting and vote on their behalf by using proxy forms in which shareholders could determine their voting rights that the company attached with the meeting notice. However, in the Shareholders’ meeting, the company would nominate at least 1 independent director for shareholders to consider as their proxy to attend and vote on their behalf at the meeting instead of attending the meeting in person.
2.2.3

The meeting would present information on each agenda in the order specified in the meeting notice, and the presentation of the agenda would start with the background, supporting rationale, and recommendation. The significant information and details were included in the meeting notice delivered to shareholders without any ad-hoc agenda during the meeting.
2.2.4

Provided an opportunity for shareholders to express their opinions and raise questions at the meeting before voting on each agenda that shareholders could raise questions during the meeting after completing each agenda. The company secretary would read the shareholders’ questions, so that the meeting would answer all questions, the shareholders could also turn on the camera to ask questions which would be completely recorded in the minutes of the meeting.
2.2.5

Encouraged to use the voting cards for all agendas. If there are many items in an agenda, the resolution should be made for each item separately and the results of voting for agreeing, disagreeing, and abstaining for each item should be disclosed to the meeting and recorded in the minutes of the meeting for transparency and accountability.
2.2.6

Encouraged directors, executives, and auditors to attend the Shareholders’ meeting altogether to answer shareholders’ questions and acknowledge their opinions. The Chairman of the Board, the Chairman of all subcommittees, and the Managing Director together with Executives also attended the meeting and explained details of information regarding agenda items and answered shareholders’ questions.
2.2.7

TTW identified the names of directors having conflicts of interest in respect to any agenda item in the meeting notice. Those directors were not present at the meeting while any given agenda item was considered.
2.2.8

Provided auditors who did not perform the audit duties of the company and lawyer who was not the company’s legal advisors witnessed the meeting.
2.2.9

Shareholders, who registered after the meeting had already started, were allowed to vote for the ongoing and remaining agenda items.
2.2.10

A legal advisor is appointed to verify the proxy documents for attending the meeting, the quorum, the voting procedures, and the vote counting in accordance with the company’s regulations, as well as to verify the resolutions and voting results.

2.3 After the Shareholders’ Meeting Date

2.3.1

After the Shareholders’ meeting, TTW concluded resolutions for each agenda item to shareholders and SET via SET Link according to SET’s criteria of information disclosure.
2.3.2

TTW prepared the minutes of the meeting which recorded the name list of directors and executives together with their titles, auditors and meeting inspector attending the meeting, voting and vote counting procedures, voting card instructions, the Board’s recommendations, inquiries and recommendations of shareholders, and clarifications from the management. Details on the number of approvals, disapprovals, abstentions and voided ballots, and resolutions of each agenda item were included and published on the company’s website: www.ttwplc.com, which occurred within 14 days after the meeting date as required by SET’s criteria.
2.3.3

TTW disseminated images and sounds recorded in the meeting on its website for absent shareholders’ acknowledgement.
2.3.4

The shareholders' meeting approved the dividend payment, the company notified the meeting resolution including details of dividend payment to shareholders through the SET Link system and coordinated with the TSD and announced the dividend payment on Newspaper to ensure that shareholders received the complete and accurate dividend rights.

Equitable Treatment of Shareholders

The Board of Directors recognizes the importance of ensuring fairness and equality in the interests and treatment of all shareholders, foreign shareholders, and institutional investors, and to this end, has set forth a policy regarding the equitable treatment of shareholders in the good corporate governance policy of the Company. In addition to those practices prescribed by law, the policy includes the following practices:

3.1

The right to vote at the meeting is in accordance with the number of shares held by the shareholders. One share is equal to one vote.
3.2

Provide an opportunity for shareholders to propose items for the agenda for the annual general meeting of shareholders and nominate candidates for director positions in advance during 1 October to 31 December of each year. All criteria and procedures disclosed on the Company’s website and notification sent to shareholders via the SET Link system of the SET.
3.3

The Company has the policy to protect the rights of all shareholders that no agenda point may be added to the meeting agenda without advance notification of all other shareholders. This is to provide shareholders with the opportunity to study meeting agenda information ahead of time before voting. All shareholders of the Company have the right to vote according to the number of shares. Each share equals one vote. No shares have any special privileges that would restrict or limit the rights of any other shareholders.
3.4

Ballots were employed in vote counting for all agenda items for transparency and accountability. The appointment of an individual director was made by shareholders. The legal advisor was invited as an inspector to ensure that the shareholders’ meeting was conducted transparently and in compliance with the laws and the Company’s Articles of Association. Shareholders, who were unable to attend the shareholders’ meeting in person, could vote through proxy. The 3 proxy forms as introduced by the Department of Business Development and Ministry of Commerce were provided, and 2 Company’s independent directors who did not have conflicts of interest with the Shareholders’ meeting agenda could be alternatively appointed as volunteer proxies. The proxy forms were made available for shareholders on TTW’s website.
3.5

Since most shareholders attended the shareholders’ meeting were Thai, the meeting was conducted in Thai. However, to facilitate foreign shareholders, TTW prepared the meeting notice and supporting documents including Minutes of meeting in both Thai and English versions.
3.6

Ballots were employed in vote counting for all agenda items, especially in the appointment of individual directors was done by shareholders, the votes equaled the number of shares held for the election of one director.
3.7

The directors who have an interest in the matter being considered do not have the right to vote and must not be present at the meeting on that agenda.
3.8

The Board of Directors has established measures to prevent the use of inside information (insider trading) by any involved persons, including the Board of Directors and other executive management of the Company, as well as any employees in agencies with access to said information (including the spouse and minor children of said persons). Key principles of such are detailed in the guidelines for the prevention of the use of inside information.

Insider Trading Control

The company has a written guideline to prevent the use of inside information strictly in the Corporate Governance and Business Ethics of the Company, in order to prevent the use of inside information for improper benefits for oneself and others. It is the duty and responsibility of the supervisor to control and ensure the maintenance of internal information according to principles. The use of inside information that has not been disclosed to the public or general shareholders for the benefit of trading securities by themselves or others is considered an unethical act of the company.

Guideline for prevention of use of inside information of the company has approved from the Board of Directors meeting, No. 1/2006 held on July 28, 2006. TTW has distributed this guideline in a circulating letter and on the company’s website for the Director, Executives, and Staff to acknowledge and comply strictly.

Guideline for Prevention of Use of Inside Information

Rationale

TTW is a listed company in the Stock Exchange of Thailand and has run its business in compliance with Public Limited Companies Act B.E.2535 (on the part of share trading), and with the Securities and Exchange Act B.E. 2535 (on the part of securities and exchange), through the performance of duties by directors, executive management, employees of TTW, and the employees of subsidiary companies. There has been a prohibition for such persons from using the essential and unpublicized facts and information that can significantly impose an effect on the price of shares, which they have learned from performing their duties or holding a position in the company; otherwise, they would be considered as committing a criminal offence and subject to punishments as provided by laws. There were some amendments made to Securities and Exchange Act B.E. 2559 (5th edition) as announced in the Thai Royal Gazette on 11 December 2016. TTW has notified these changes in a circulating letter to directors, executive management, employees of TTW, and employees of subsidiary companies to acknowledge and comply. In order to prevent the directors, executive management, employees of TTW and employees of subsidiary companies, as well as TTW Company itself, from facing a charge on violating such laws, and in order to implement a good corporate governance approach of TTW; the company has defined the guideline for the prevention of internal information usage for all directors, executive management, employees of TTW and employees of subsidiary companies to comply strictly. All these persons shall comply with the provisions in the Securities and Exchange Act (5th edition) B.E. 2559. TTW has defined the guideline for the prevention of internal information usage as follows.

Directors

Directors shall not use the information acquired from holding the position as a director of the company in a wrongful manner or in a way that would cause damage to the company.
Directors shall not disclose the business confidential information or any information to any third party that may affect the company’s business.
Directors, including their spouses and their minors, shall not conduct share trading while having access to internal information about the company, which will affect the price of the shares if this information is disclosed to the public.
Directors shall not reveal any unpublicized information to a third party, which may lead to a reservation of purchase or sale of the company’s shares.

Employees

Employees shall strictly comply with the regulations defined by SET/SEC and applicable laws, which cover the equitable disclosure of information for shareholders and/or the public.
For disclosure of any information that may affect the business or the share price of the company, an approval must be sought from the Managing Director who may disclose the information or assign a responsible person to do so.
The work units in central administration that take function in providing information to the public and investors include Investors Relation and Company Secretary Units (under the Corporate Affairs Division). The work units that own information have a duty to provide support of such information. The directors, executive management and employees who have access to information about financial statement are prohibited by the company from trading shares within a period of 30 days prior to the disclosure of information and within a period of 24 hours after such disclosure. For any other significant information, executive management and employees who have access to the information are prohibited from trading shares during the period from the date that they have known about the information to 24 hours after the disclosure of such information to SET. In addition, TTW has adopted an internal control system to prevent the leakage of information thoroughly and cautiously. This is to prevent internal information from being revealed to the outside prior to formal disclosure. These measures and control systems are considered as a part of significant risk control measures of the company. It is the duty and responsibility of supervisors to oversee the protection of internal information in line with such measures. If an employee uses unpublicized internal information, or the ones that have not been revealed to general shareholders, for personal or other people’s benefits from share trading shall be considered as violating the code of conduct defined by the company.

Securities Trading Based on the Use of Internal Information

Prohibited Persons

The persons who shall not trade the securities as per the prohibition set in the guideline for the prevention of internal information usage include:

Any directors, executive management, or the persons who have the authority to control the operation of the company.
Workers or employees in the chain companies or the persons holding a position or working in a line of duty that holds responsibility for internal information.
The persons holding status in favor of acknowledging internal information from performing their duties as an auditor, financial consultant, legal advisor, property price appraisal expert, or any other person doing duties related to internal information.
Parents, descendants, adoptive parents, or adopted children of the persons mentioned in (1) (2) and (3).
Siblings from the same mother and father, or the siblings from either the same mother or the same father, of the persons mentioned in (1) (2) and (3).
The spouses of the persons cohabitated with the persons mentioned in (1) (2) and (3).

Prohibited Securities

Securities mean the shares, share warrants, convertible debentures, and transferable subscription rights that are issued by the company.

General Practice Guideline

Prohibited persons shall not trade the securities at any given moment, as long as they know or should have known the essential and unpublicized information that may affect the price of TTW securities in the Stock Exchange.
Prohibited persons who have acknowledged such essential information from performing their duties and/or from holding a position in the company and its subsidiaries shall not reveal such information to other persons while it has not been publicized yet; except the revealing through the duties, they perform in the company.

Specific Practice Guideline

Apart from the general practice guideline for the prevention of internal information usage, there are some specific practice guidelines that the prohibited persons shall comply as detailed below:

The prohibited persons who have direct involvement in the preparation of TTW financial statements shall not trade TTW securities during the period from the commencement of such preparation to the end of the following day after the date of disclosing such statements.
Any directors, executive management, and employees who have received a draft copy of TTW financial statements shall not trade TTW securities during the period from the day that they received the draft of financial statements to the end of the date of disclosing such statements.
Prohibited persons who know or should have known that the company will reveal essential information that may affect the prices of TTW securities in the Stock Exchange shall not trade TTW securities starting from the date that they know or should have known about the event to the end of the following day after the date of revealing and distributing such information.
The company requires the directors and executive management to report the changes of securities holding in TTW Public Company Limited.
The Company has set a policy for directors and executive management to report to the Board of Directors at least 1 day in advance before trading the company's shares.

Reporting Procedures of Prohibited Persons

The Required Duty to Prepare the Report

Managing Director or a person holds an executive management position in accordance with Securities and Exchange Act shall prepare a report on their initial possession of securities and any changes in the possession of such securities afterward, as required by applicable laws and regulations; and shall submit such report to TTW simultaneously.
Executive management holds a position as a department head or higher shall prepare a report of the acquisition and the selling of TTW securities in their possession in the case that the volume of such acquisition or sale is equal or over 5% of the total securities that have been sold.

Reporting Method

The Managing Director or a person who holds an executive management position has a duty as required by laws shall prepare and submit a report of the possession of TTW securities of their own and their spouses and minor descendants. They are required to submit a copy of such report to the company on the same day that they have sent it to a respective government authority or a regulatory agency.
The Executive management holds a position as a department head or higher shall prepare a report of the possession and the changes in possession of TTW securities of their own and their spouses and minor descendants; and submit to the company within 7 working days from the date of ownership transfer of such securities.

Responsibilities to Stakeholders

The Board of Directors has the policy to protect the rights of all stakeholders, which emphasized the issues that might affect business operation directly, and matters considered as duties that should be done to the society. Therefore, the Board of Directors has clearly determined policies and guidelines for each group of stakeholders in the company's good corporate governance policy and business ethics for directors, executives, and employees to adhere, which can be summarized as follows:

The Company considers the rights and equitable treatment of stakeholders in line with the Company’s corporate governance policy and code of conduct. The Company is committed to representing shareholders by conducting business in a transparent manner regarding the long-term growth of the Company's value, consistent returns, and providing information to all parties equally.

The Company and its subsidiaries have established employee policies and provided a manual of such policies so that all employees are clearly aware of the policies and the welfare practices that employees deserve, including fair and equal treatment of all employees without exception regardless of birthplace, race, religion, gender, marital status, language, or position. The Company does not use or support child labor, human trafficking, or any form of fraud or corruption. The Company also offers opportunities for employment for persons with disabilities. The Company has in place policies and guidelines regarding fair employee compensation and welfare at a level comparable to other businesses in the same industry.

The Company also provides a variety of benefits in addition to those prescribed by law, such as the establishment of a provident fund at suitable rates according to the length of employment, annual health checkups, medical expenses, dental expenses, prescription glasses expenses, health insurance, life insurance, accident insurance, etc. The Company provides office cars for executive management, allowing them to have greater flexibility and convenience in performing their jobs. The Company also promotes various activities for employees, such as the TTW Running Club and participation in running events organized by external agencies, including provided a safe and pleasant working environment, provided a first aid room, a gym and exercise equipment, to promote good health among employees.

The company adheres to its obligations with customers as a manufacturer and distributor of tap water by adhering to the principles of treating every customer by delivering goods and services that are clean, sufficient, and continuous based on fairness, can be verified, free from bribery and corruption, and to build lasting relationships between each other. The company has set out policies and guidelines with customers. Regarding actions and responsibility to customers in concrete.

Provide accurate, sufficient, and up to date information for customers about the products and services without saying exceeding the truth that causes customers misunderstand about the quality, quantity, or any conditions of that product or service.
Comply with various conditions strictly for customers. In case any conditions cannot be met, customers must be notified to find the solutions to solve the problems.
Contact with customers politely, effectively and should be reliable for customers.
Provide systems and processes for customers to make complaints about the quality, quantity, and safety of products and services, including the speed of response or delivery, and to take the utmost action to provide customers with quick response.
Maintain the confidentiality and protection of customers' personal data in compliance with the Personal Data Protection Act (PDPA) and ensure that customer information is not misused for personal or third-party benefit.
Do not request, accept, or pay any benefits, which indicates actions that are dishonest to customers.

TTW observes the obligated commitment it has for all creditors by strictly conforming to terms and conditions of loan contracts without concealing actual financial status and by providing financial information to creditors periodically. TTW operates its business based on solid principles and in a disciplined manner. The company manages its capital in line with the proportion of the debts. TTW has defined the policy and practiced guidelines on how to deal with creditors properly, so to establish confidence and reliability in the eyes of creditors. The company adheres to the principles of practice as below:

The company shall make the repayment of all debts, loans, and interests; and fulfill the responsibilities for all collaterals. The company shall strictly comply with the terms and conditions of contracts and agreements.
In the case that TTW cannot fulfill the conditions set in the agreement, TTW shall notify the creditors in advance to mutually find a solution.

The major stakeholders of TTW are business counterparts from outside (external service providers). TTW selects its counterparts by considering whether their business strategies are consistent with that of TTW, which may involve competitiveness, continuity of business, customer protection and service, and risk management methods. TTW has formulated policies for dealing with counterparts properly, which emphasize fair treatment of them, as overseen and directed by the company in accordance with its by laws. The counterpart selection criteria of TTW are as follows:

Follow the quality policies, environment, sanitation health, and safety of the company.
Comply strictly with the regulations to work safely with the contractor.
Do not use child labor under the age of eighteen years to work.
In the case of business partners using foreign workers in the workplace, documents or permits must be allowed from the relevant government agencies to show to the company. They should have received permission or approval from the company and/or those of the company assign only.
Treat their workers with equality and must not violate human rights or good humanitarian principles
Act or take care of their labor as appropriate and in accordance with the Labor Protection Act that was enforced at that time.

TTW treats business competitors within a frame of proper competition and does not take advantage of the competitors through an illegal method. TTW has defined rules, criteria, and standards that are favorable for working together with competitors. For example, TTW shall not search for business information about counterparts and competitors in a wrongful way; and shall not destroy the reputation of competitors by making a negative accusation towards them. TTW has adopted a concrete policy about how to treat its competitors fairly and responsibly. The company is Thailand's largest producer and distributor of tap water by producing and distributing tap water to the Provincial Waterworks Authority that is its business counterpart without any direct competitors. However, the Company has set policies and guidelines for competitors as follows:

Treat competitors within the framework of fair and fair competition etiquette.
Do not make agreements with competitors that restrict inappropriate competition, such as discussions about costs or pricing with competitors.
Do not destroy the reputation of business competitors with malicious and false information.
Do not seek confidential information of business competitors by dishonest methods or by using inappropriate methods.
Do not take any action that is an infringement of intellectual property and the copyrighted work of others or competitors.
Be careful in participating in research, exchanging information, or participating in any activities with competitors; if they wish to use any information, do use from the public sources first.
Do not make any agreements which limit business opportunities without unfair treatment of business partners, dealer, or another person.
In the event that the company will join the business overseas by joint investment, merger, or acquisition of other operators, the responsible agency must check the laws and regulations about the prevention of non-discrimination or trade competition of that country.
Do not discriminate in any actions of the company to stakeholders to be affected by that operation.

TTW operates its business with a cautious concern about communities and society, especially the communities where TTW has an operation. It has been included in the mission of TTW that the company shall be a good member of society and extend attentiveness towards communities. Therefore, this has been a part of duties and responsibilities to be performed and taken by the management and all employees, starting from providing true and updated information, living with communities peacefully by paying respect to their cultures and traditions, taking part in developing the good quality of life for community people, and cooperating with communities in developing lively environment of localities, which would lead to sustainable development for society as a whole, as well as participation in the enhancement of a quality of life and co-operate with local creative communities and society for sustainability.

The Company places great importance on sustainable business practices and operations. As the Company’s mission is clearly stated; “To grow on a firm, continuous, and sustainable basis in order to accomplish our vision through the balance of interests among customers, employees, business partners, shareholders, communities, and environments”. The Company, therefore, is as committed to protecting and preserving the environment as it does its business.

The Company understands that only compliance with regulations is not enough to protect and conserve the environment and that there are a wide variety of important factors that must be observed and practiced in addition to following established rules and guidelines. This includes the development of internal plans to support emergency situations, good quality control systems, continue search for modern technological advances that can reduce environmental impact, the compliance with regulations regarding emergency situations, the conducting business with environmental and safety standards, and the management of waste and noise per the International Standard System ISO 14001.

In addition, the company has educated and trained employees in environmental management to make employees truly understand. The operation results and various environmental and safety quality tests will be stored systematically and regularly monitored by the safety inspection department, including the treatment of stakeholders as well as participation in social and community development in the areas where the company operates by conducting business with good governance as a basis for the management system that is efficient, fair, transparent and accountable, it does not only build confidence for shareholders, stakeholders, and all parties involved but also lead the business to growth and increase the capability of long-term competitiveness for the organization.

The company supports operations and practices aligned with the Universal Declaration of Human Rights and other international human rights standards. The Board of Directors has established a policy requiring executives and employees to refrain from any involvement in human rights violations, as follows:

Prioritize fundamental human rights by promoting respect for rights and freedoms without discrimination based on opinions, race, color, religion, gender, nationality, age, education, disability, or any other status recognized as a human right.
Ensure equal treatment in all employment processes, including recruitment, compensation, working hours and leave, performance evaluation, training and development, career progression, and other aspects—without discrimination.
Prohibit forced labor, child labor, and illegal migrant labor and strictly prevent any physical or psychological abuse, including coercion, detention, threats, harassment, exploitation, or any form of violence.
Treat all employees fairly and equally, providing equal work opportunities under legal rules, company regulations, announcements, and orders. Employees are granted the right to voice opinions, file complaints, and access disciplinary hearings before any action is taken.
Encourage employees to exercise their rights as citizens in accordance with the constitution and relevant laws. The company will not violate the human rights of any stakeholders, even during political or democratic instability.
Commit to anti-corruption by ensuring that neither the company nor its employees engage in or support corruption. The company also refuses to collaborate with partners, customers, or stakeholders who violate universal human rights principles or engage in corrupt practices.

The company enforces the highest level of disciplinary action for violations related to these matters. New employees receive training on the company's Code of Conduct and Human Rights Policy A whistleblowing and complaint mechanism is in place, allowing employees to report concerns through the Audit Committee All complaints are kept confidential in accordance with the company's Whistleblower Protection Policy to ensure the safety of employees or whistleblowers.

The Board of Directors has established a Zero Tolerance Policy against corruption and bribery, which is published on the company’s website. All directors, executives, and employees at every level are strictly prohibited from engaging in any form of corruption or bribery. The company is committed to complying with laws and regulations in every country where it operates. The policy is regularly reviewed and updated to keep up with changes in laws, regulations, standards, and business practices. The Business Code of Conduct outlines guidelines for directors, executives, and employees, including: Employees must not solicit or accept any benefits or assets that could improperly influence their duties, lead to misconduct, or cause the company to lose its legitimate rights. Employees must refrain from offering or providing benefits or assets to external parties to induce them to act unlawfully or unethically in their official capacity.

The Company has set a policy of respecting the law and human rights principles by requiring directors, executives, and employees to operate the company's business in accordance with relevant laws, rules, and regulations, as well as not taking part in knowing, assisting, or taking any action that violates the laws or regulations.

The Board of Directors has the policy to prevent conflicts between personal interests and the interests of the company as defined in the Code of Conduct for directors and employees as follows:

Take care of the company compliance with the rules, procedures, and disclosure of connected transactions as strictly required by law or regulatory agency and according to the company's regulations.
Avoid making transactions that are related to oneself or persons / juristic persons. That may cause conflicts of interest with the company.
In the case of a transaction that is a connected transaction that does not comply with general trading conditions according to the principles approved by the Board of Directors or the nature and size of the transaction, is not within the authority of the management, must be reviewed and commented by the Audit Committee before proposing for approval from the Board of Directors or shareholders.
In the event that it is necessary to make a connected transaction, the transaction must be in accordance with general trading conditions according to the principles approved by the Board of Directors with transparency and fairness, as if making transactions with third parties and considering the maximum benefits of the company.
Stakeholders must not take part in considering the items that they have conflict of interest.

TTW has adopted the policies and practice guidelines regarding the non-infringement of intellectual property or copyright. TTW has a team of risk management officers chaired by the Managing Director. This team shall submit the report on the implementation of this matter to the Risk Management and Corporate Governance Committee for review, which covers the mandatory requirement for all employees to sign their names in an agreement that they shall not commit any crimes related to computer use, and any infringement of intellectual property. TTW has adopted a policy regarding the use of the information technology system of TTW Group and subsidiary companies. The work applications or software programs of employees are inspected to prevent the use of infringed or non-work-related software. Therefore, the company has established an intellectual property management policy for the executives and employees of the company and its subsidiaries to comply.

Comply with the laws related to intellectual property rights in Thailand and every country where the company has operated business, which is considered the elementary norm.
Disclose performance, invention, and any knowledge resulting from operating duties or supporting by the company to the supervisor to acknowledge accurately, completely, and immediately.
Maintain and protect the company's intellectual property rights both inside and outside of the country, including respecting and not infringing on other people's intellectual property.
Keep important documents, trade secrets, and any other confidential information of the company, business partners, and stakeholders in a secure place and with appropriate and standardized access methods, including not disclosing to other people who are not related. This duty will continue to be effective even if the company's executives or employees have retired.
Do not use intellectual property and confidential information of the company, business partners, and stakeholders to reproduce, modify, or use by any means for personal or others’ benefits without permission.
Report to the supervisor when seeing any actions that infringe on intellectual property, may lead to infringement of intellectual property, or any actions that may cause any dispute regarding intellectual property of the company or other people.
Support the intellectual property cooperation with external agencies, both in the public and private sectors.

TTW has provided measures for complaints and clues by disseminating such measures in the Principles of Corporate Governance and on the website of the company and reviewed this measure to ensure that complaints are effective and complete. And helps in tracking and monitoring the performance of directors, executives, and employees of the TTW Group to comply with laws, regulations, principles of corporate governance, and Business ethics and do not take any action that may indicate fraud.

Disclosure and Transparency

The Company recognizes the importance of disclosing financial information, non-financial information, and other important information in an accurate, comprehensive, timely, and transparent manner via equal and easy-to-access channels, according to the rules and regulations set forth by regulatory agencies, the principles of good corporate governance of the SEC, and the criteria for the evaluation of good corporate governance, in a manner that is suitable to the changing environment that responds to the role of online media technology. Disclosure of Company information includes written information in both Thai and English and non-written information covered all methods of communication that allow shareholders and stakeholders to acknowledge the dissemination of various types of information through communication channels such as in-person meetings, telephone conferencing, interviews, and various online media such as websites, social media, etc.

1. Information Disclosure Channels

TTW constantly updates significant information via the following channels:

Online media, social media and TTW’s website at www.ttwplc.com
Form 56-1 One Report
Regulators agencies, SET’s website, SEC’s website
Management Discussion and Analysis (MD & A)
Mass media: PR News, Newspaper, advertising media, journals, and television
Shareholders, individual investors, securities analysts, and institutional investors
- - Press conference to investors and analysts (Analyst Meeting)
- - Providing information for investors and analysts via phone
- - VDO Conference
- - SET Listed Company Snapshot
- - Company Visit
- - Delivery of meeting notice by post

2. Responsible Units and Persons for Information Disclosure

Responsible Units for information disclosure
- - Company Secretary Department: To SEC, SET, and major shareholders
- - Investor Relations Department: To minor shareholders, securities analysts, institutional investors, and individual investors
Responsible Persons for information disclosure
- - Managing Director
- - Senior executives assigned by the Managing Director

3. Information Disclosure of Concerned Units

The Corporate Secretary Department is responsible for disclosing information as required by SET and SEC in a correct, complete, and transparent manner and proceeded through procedures.

All information published by the Company is comprehensive, accurate, and complete. For efficient disclosure of said information, the Company ensures information on its website is up-to-date and complete, allowing shareholders and investors to search quickly for any publicly available information. Said information is presented on the Company website in both Thai and English.

The Investor Relations Department is responsible for communicating with institutional investors, shareholders, and analysts, according to the fundamental principles of accuracy, adequacy, timeliness, equality, fairness, integrity, honesty, and compliance with the company’s good corporate governance policy and principles, including has established an annual investor relations plan continuously. Due to TTW's emphasis on caution in disclosing information and equally treat all stakeholders. By determining the “Silent Period” that is, a period during which the investor relations do not conduct any direct investor relations activities, including meetings or calls with any investor or analyst two weeks before results announcements. If there is an analyst meeting conducted, it will be executed after the financial statements have been disclosed.

To ensure adherence to Principle 7: Ensure Disclosure and Financial Integrity of SEC’s CG Code, the Board assigned the Investor Relations Department to develop a Code of Conduct for TTW’s Investor Relations practitioners. The significant issues were as follows:

Accurate, adequate, and timely disclosure of essential and necessary information for investment decisions.
Retention of inside information.
Equal and fair disclosure of information by means of access and inquiry by all parties concerned.
Performance of duties with integrity in the profession based on equal treatment without any discrimination and commission as personal incentives for personal gains other than for the benefit of the Company and relevant stakeholders.

Financial Statement Preparation

TTW is responsible for preparing financial reports that are accurate, complete, and transparent and protecting the Company’s assets against loss or utilization of unauthorized persons, and preventing corruption and unusual operations in line with Thailand’s generally accepted accounting standards, and regular implementation of appropriate accounting policy, as well as considering the reasonability and prudence in the preparation of the company's financial statements to enhance stakeholders’ confidence in financial reports. The Board has then assigned the Audit Committee to oversee the preparation of TTW’s financial reports which must be correct, complete and in compliance with relevant laws, notifications, and regular implementation of appropriate accounting policy. The Board has also prepared a report on the Board’s responsibility towards the financial reports, which covers significant matters according to the SET Code of Best Practice for Directors of Listed Companies as shown in the auditor’s report in the annual report.

The Company allowed the auditor from EY Office Company Limited to be the auditor of the Company, that is knowledgeable and professional. And received approval from the SEC by the financial statements of the company certified without conditions and correct as it should be in essence according to generally accepted accounting principles and approved by the Audit Committee / the Board of Directors before disclosing to the shareholders.

The Company has prepared a Management Discussion and Analysis (MD&A) report to provide an in-depth, analytical disclosure of financial status, performance factors affecting financial status, and any significant financial changes to shareholders and investors on a quarterly basis. Said report is disclosed via the SET portal system of the SET along with financial statements. It is also disclosed on the Company’s website to facilitate access by any other interested parties. Thus far, the Company has disclosed such information by quarterly and annual financial statements in advance before the due date. In addition, there has never been any history of amendment of said disclosed financial statements in any way.

In this regard, the Board of Directors carries out a review of internal control system efficiency via the Audit Committee to reasonably ensure that all recording of financial and accounting data is accurate, complete, and sufficient for maintaining assets and identifying any weaknesses to prevent any significant fraud or unusual operations.