Page 151 - Anual report STi 2022_eng

8.1.3 Supervision of Subsidiaries and Associated 3. The subsidiaries are required to prepare business
Companies plans and forecast annual profit and loss for the Company to

The Company has a policy to invest in other related include in the budget for submission to the Board of Directors
business or benefiting the Company's core business which has for approval of the consolidated budget with investment
a potential business that can generate profits for the Company projects and manpower plans, joint investment with other
in the long run. The Company will control and supervise entrepreneurs to the Company, and monthly performance
the management of the subsidiaries and the associated reports of the subsidiaries. Also, the subsidiaries must deliver
companies closely to maintain the benefits of the Company's information or documents relating to the operation to the
investments continuously and sustainably as well as creating Company upon request as appropriate. In the event that the

added value and confidence for the Company's stakeholders. Company detects any significant issues, it may notify the
The Company, therefore, has established a policy to control subsidiaries to clarify and/or submit documents for consideration
and supervise the subsidiaries and the associated companies of the Company.
4. Directors and executives of the subsidiaries, including
that the Company invests in as follows: related persons of such directors and executives, are responsible
1. The Company will send persons approved by the for informing the Board of Directors of the subsidiaries about
Board of Directors' meeting to join as directors and executives the relationship and transactions with the subsidiaries in ways
in the subsidiaries, according to the shareholding proportion, that may cause conflicts of interest to avoid any transactions
to supervise and formulate management policies as if they that may cause conflicts of interest with such subsidiaries.
were departments of the Company. The subsidiaries must The Board of Directors of the subsidiaries is responsible for
hire the auditor of the same company as the auditor of the notifying such matters to the Company. Directors, and
Company and prepare financial statements in accordance executives of the subsidiaries must not participate in the
with financial reporting standards. The Company must approval of the matters in which they have interests or
The Company must receive the right to appoint the managing conflicts of interest.
director or equivalent and the chief financial officer. The number 8.1.4 Monitoring to Ensure Compliance With

of persons who will join as directors in the subsidiaries is in Corporate Governance Policy and Guidelines
accordance with the proportion of the Company's shareholding The Company places importance on good corporate
in the subsidiaries or is based on a mutual agreement. For governance which relevant policies and guidelines have been
investments in the associated companies, regarding sending established in the Company's corporate governance policy
representatives to join as directors of the associated companies, and business ethics as well as promoting real practice to build
the Company will send persons approved by the Board of confidence among all groups of stakeholders.
Directors' meeting to join as directors in the associated companies In the past year, the Company has followed up to ensure
according to the shareholding proportion and such persons that the operations and practices are in accordance with the
must have appropriate qualifications and experience in principles of good corporate governance in all 5 categories, which
managing the business of such associated companies. are Category 1 Rights of Shareholders, Category 2 Equitable
2. Directors or executives representing the Company Treatment of Shareholders, Category 3 Taking Into Account the
can perform duties within the scope of their authority in Role of Stakeholders, Category 4 Disclosure and Transparency,
order to maintain the best interests of the Company, including and Category 5 Responsibilities of the Board of Director. The
reporting business results or information about significant Company has assigned the Human Resources Department
changes in various areas of the Company and its associated and relevant departments to notify directors, executives, and
companies to the Executive Board meeting on a monthly all employees including new employees to study the policy and
basis and to the Board of Directors's meeting on a quarterly practice of good corporate governance of the Company Group
basis. In addition, when a subsidiary or associated company that published on the website www.sti.co.th and the Company
will have approvals for important matters such as acquisition intranet. All personnel of the Company Group and new personnel
or disposition of important assets, joint ventures, capital in 2022 of 100 percent have signed acknowledgment and agreed
increase and capital reduction, etc., such matters must also to comply with good corporate governance policies and practices,
be presented to the Board of Directors for approval. including the prevention of conflicts of interest, the use of insider

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