Page 126 - PSTC - One Report 2023 (EN)

Annual Report 2023 (Form 56-1 ONE REPORT)
125
In cases where subsidiaries have other investors, Company representatives shall act in the best interest of
the subsidiaries and align with the Company’s policies.
(3) Implementing an internal control system for subsidiaries that is appropriate, sufficiently stringent, and
ensures accurate compliance with relevant laws and criteria.
(4) Disclosing financial status and significant transactions to related parties, such as acquisitions or disposals
of assets, important transactions, and events like capital increases or reductions, and the cessation of
subsidiaries, etc.
If the investment in other businesses involves a significant stake, such as holding voting rights ranging from
20 percent to less than 50 percent, and if the investment amount or the possibility of additional investment is significant for the Company, the Board of Directors will oversee the creation of a shareholders’ agreement or other agreements if necessary. This is done to clarify authority in management and decision-making on critical matters, to monitor operational performance, and to provide information for the Company’s financial statements in accordance with standards and timelines.
8.1.4 Supervision on Compliance with Policies and Practices in Corporate Governance
1) Preventionofconflictsofinterestandreportingofself-interest
The Board of Directors monitors and manages potential conflicts of interest that may arise between the Company and the management, the Board of Directors, or shareholders. This includes preventing the unwarranted use of assets and information, protecting the Company’s interests, and ensuring that transactions with related parties are conducted in an appropriate manner.
(1) The Board of Directors shall oversee the establishment of an information security system, including the formulation of policies and practices for maintaining confidentiality, reliability, and availability of information. This includes managing information that may impact securities prices. Additionally, the Board will ensure that directors, high-level executives, employees, and external individuals, such as legal and financial advisors, comply with the information security system.
(2) The Board of Directors has established a policy regarding conflicts of interest, prohibiting directors, executives, employees, and related parties from seeking personal benefits that conflict with the Company’s interests. They must avoid actions that lead to conflicts of interest and, if involved or associated with a matter under consideration, must disclose their relationship or involvement to the Company. Additionally, they must abstain from participating in the consideration and decision-making process, including not having the authority to approve such transactions.
(3) The Board of Directors mandates that directors report any conflicts of interest at least before the meeting for consideration, documenting it in the minutes of the board meeting. The Board will ensure that directors with significant conflicts of interest may not express their opinions in a manner that may compromise their independence, abstaining from participating in the meeting under such circumstances.