Page 114 - Anual report STi 2022_eng

Part 2

6. Good Corporate Governance Policy

6.1 Overview of Corporate Governance Policy and Practices

Stonehenge Inter Public Company Limited and its (1) Board of Directors

subsidiaries (together as ‘the Company Group’) recognized The Board of Directors are nominated and

the importance of good corporate operational policies, which appointed by the shareholders to ensure the Company is
would lead the company with ethical and just practices under being operated according to the law, and the Company’s
the good governance idea. We want everything to be clear, policies, objectives, and rules in which to achieve the highest
transparent, and verifiable by aiming to grow with clear profit possible for the Company and the shareholders.
conscious and care for the economy, society, and The Company has a policy for the committees to be
environment, while also consider the best and fair profits for consisted of experts from different related fields to the
all parties involved. Company’s tactics and business models. These Board of

The Board of Director has asked for the Company Directors has to consisted of experts from different
Group’s corporate operational policies to be reviewed and academic backgrounds, experiences, expertise, gender,

adjusted at least once a year to make sure that it is age, nationality, ethnics, and religious, which would be

paralleled with the Stock Exchange of Thailand (SET)’s highly profitable for the Company. They should be prepared
corporate governance guidelines for registered company to dedicate their time to the Company. There must also be

2012, Securities and Exchange Commission (SEC), and good at least 1 outside director, who is an expert in finance and
corporate operational guidelines for Listed Companies 2017 accounting.
(Corporate Governance code: “CG Code”) of the Office of Qualifications of the Company's Directors
the Securities and Exchange Commission (“SEC”), and the 1) The Board of Directors are experts in various
criteria of the corporate governance survey of Thai listed fields and have a variety of knowledge, experience, expertise,
companies conducted by the Thai Institute of Directors and specific professional skills without limitation of gender,
Association to be adapted for corporate governance. age, race, nationality, religion, or any other difference to

The Board of Directors is seeking to ensure that these integrate knowledge and skills, contribute to the appropriate
corporate governance policies are strictly followed through operation, and be consistent with the Company's strategy
by the Company Group by making sure that every committees, and nature of business.
directors, and staffs obey the corporate governance policies 2) Have qualifications and do not having any
and the Company Group’s business ethical policies as prohibited characteristics under the law governing public
published in the company’s website https://www.sti.co.th/th/ limited companies Securities and Exchange Act and other
ir_index.php?corporate and shown in Attachment 5 in 2022 related laws.

annual report (Form 56-1 One Report) 3) The Board of Directors can hold directorship
6.1.1 Policies and guidelines of the Board of Directors positions in other companies but it must not be an obstacle
Guideline for nomination of Directors and Top Executives to the performance of duties as a director of the Company,

The Company has policies and criteria for nominating must be in accordance with the guidelines of the Office of the
and appointing committees and Top Executives as follows: Securities and Exchange Commission (“SEC Office”) and the
Stock Exchange of Thailand (“SET”), and must be notified to
the Board of Directors for acknowledgment.

112 Annual Report 2022 (56-1 One Report)