Page 178 - Anual report STi 2022_eng

1. Directors and executives of the Company are required characteristics as specified in the notification of the Capital
to inform the Company of any relationships or related Market Supervisory Board

transactions in business that may lead to conflicts of interest. (d) Transactions of a type or value not exceeding
2. Transactions involving directors, executives, or the rate prescribed in the notification of the Capital Market
related parties that may create conflicts of interest with the Supervisory Board
Company should be avoided. In cases where such related 4. Executives and employees are required to strictly

transactions are necessary, they must be presented to the comply with the Company's articles of association and business
Audit Committee for consideration and opinion before being ethics in order to ensure that the Company is trustworthy and
proposed to the Board of Directors and/or the Company's reliable to all stakeholders. Furthermore, they are expected
shareholders' meeting (as the case may be), in compliance to disseminate information to promote understanding of the
with the related transaction regulations set by the SET, the Company's employee practices throughout the organization.
Capital Market Supervisory Board, and the Office of the For the approval of related party transactions of the
Securities and Exchange Commission (“SEC Office”), and in Company, persons who may have conflicts of interest or have
accordance with the principles of good corporate governance stakes in the transactions will not be able to participate or have
code. voting rights in approving the transactions. Also, the Company

3. Directors, executives, or related persons shall be able shall conduct in accordance with the notification of the Stock
to conduct transactions with the Company or its subsidiaries Exchange of Thailand, Disclosing Information and Operations of

only after obtaining approval from the Board of Directors and/ the Company in Related Party Transactions B.E. 2546, Chapter
or the Company's shareholders' meeting (as applicable) in 5 , the Procedures for Related Party Transactions, as well as

accordance with the guidelines for related party transactions the Securities and Exchange Act, rules, notifications, orders, or
prescribed by the SET, Capital Market Supervisory Board, requirements of the SEC Office, the Capital Market Supervisory
and the SEC Office, unless such transactions fall under any Board, and the Stock Exchange of Thailand that are involved
of the following categories: in such matters. The Company will also comply with disclosure
(a) Transactions that are normal business transactions requirements for related party transactions of the Company and its
or normal business support transactions with commercial subsidiaries, in accordance with accounting standards set by the

terms similar to those of a prudent person dealing with Federation of Accounting Professions under the royal patronage.
general parties in the same situation, without any influence Such related party transactions will be disclosed in the remarks
on commercial bargaining from their position as directors, to the financial statements audited or reviewed by the Company's
executives, or related persons, as the case may be, and are auditor, as well as the Company's annual registration statement
conducted on the basis of commercial terms or business (Form 56-1).
support In addition, when entering into a related party

(b) Loans in accordance with the regulations on transaction that is a normal business practice, the Company's
the welfare of employees management division is authorized to approve such transactions.
(c) Transactions in which the other party of the However, to protect the interests of the Company Group and
Company or both parties has the status of: ensure transparency in controlling and supervising related

(1) Subsidiaries in which the Company owns party transactions, the Company has established guidelines to
no less than 90 percent of the total shares sold by such ensure that normal business related party transactions are fairly
subsidiary, or conducted, and that related party transactions to-be-entered
(2) Subsidiaries in which directors, executives, by the Company or its subsidiaries are the ordinary business
or related persons hold shares or have a stake in it, whether transactions at fair prices with appropriate conditions. These

directly or indirectly, not exceeding the amount, rate, or guideline details can be summarized as follows:

176 Annual Report 2022 (56-1 One Report)