Ratchaburi Electricity Generating Holding PCL.
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Company’s significant information are required to sign
the confidentiality agreement. As a listed company,
the Company has in place a rule prohibiting the use
of insider information for abusive self-dealing, and
requiring its executives, employees, and temporary
staff to directly report any changes in the company’s
portfolio and interests of themselves and concerned
person, according to the regulations of the Stock
Exchange of Thailand and the Securities and Exchange
Commission of Thailand. Other rules and regulations
on procurement, accounting, budgeting, finance and
personnel management are clearly established.
The Company provides for effective internal
control system to ensure efficient and effective
operations, the check-and-balance system and
sufficient control on the Company’s assets and
property utilization. The Board of Directors has
assigned the Audit Committee to audit and monitor
the sufficiency of internal control system every year.
The Company also provides for channels for receiving
complaints and clue in case fraudulent action is
found or suspected. Details on this is explained in the
Complaints and Report of Irregularities Clue section.
3.4 Complaint andReport on IrregularitiesClue
Stakeholders can report clues or lodge
complaints about actions that breach the law or
ethics, incorrect financial statement, or problems
with internal control to the Company’s Independent
Directors or the Audit Committee for further
investigation and reports to the Board of Directors.
Stakeholders can communicate directly with the
Company or through the provided channels, including
website where they can contact the Corporate
Secretary Office, Public Relations Department or
Investors Relations Department, or other channels
that stakeholders view as appropriate.
Specific channels are provided for employees
to report and complain on unfair treatment according
to the Company’s regulations on Personnel
Management under Complaint section. The
Company has also provided for protection of the
complainants against employment termination or
punishment when they provide information, truth,
fact or any evidence related to the complaints or
are responsible for the sincere consideration of the
complaints that eventually create adverse impact
on the Company. Such provision is laid out clearly in
the Human Resource Management Chapter, Lodging
Complaint Section.
3.5 Guidelines for Transaction that Has or
May Have Conflict of Interest
The Board of Director, through the approval
by the Audit Committee, has ensured that connected
transaction between the Company and its subsidiaries
are in the best benefits to the Company, its
subsidiaries and shareholders. Transactions between
the Company and its subsidiaries are considered
based on the same pricing and conditions as in
transactionwithother business partners. Accurate and
complete disclosure of such transactions is required
according to related regulations. For flexibility and
convenience, the Board of Directors authorized the
Chief ExecutiveOfficer to approve normal connected
transactions or regular business transaction, with
general conditions and trade agreement, within Baht
30 million limit. The transaction shall be reported at
the quarterly Boardof Directors’meeting, according to
the Article 89/12 under the Securities and Exchange
Act.
3.6 Report on Conflict of Interest of Directors
and Executives
The Board of Directors has created the
“Conflict of Interest of Directors and Executives Report
Form” and required all Directors and Executives to
prepare conflict of interest reports for themselves and
their related persons. The report must be submitted
to the Company Secretary for reference and further
submitted to the Chairman of the Board of Directors
and the Chairman of the Audit Committee. The report
is used for the Board of Directors’ consideration and
decision on stakeholders who have or may have
conflict of interest and do not have voting rights on
the Company’s transactions.
