Page 104 - One report AUCT2024_Eng

Part 2
Corporate Governance
The Board and Executive Positions in other firms
The Board of Directors the passed the resolution regarding the board and executive positions in other companies that they cannot take a position as a director or executive in other companies or businesses which can cause conflict of interests with the company. In case the director or top management has to hold position in other company which conflict of interests, an approval from the Board of Directors must be granted first. In addition, the Company has the policy on restriction on holding of director position where each director can hold director position not more than 5 listed companies.
In 2024, the Company has no directors who hold positions in more than 5 other listed companies.
Contact with the Executives
The Board of Directors support the top executives to attend the meetings with the board for present the information of their own area to the board meetings. The Board of Directors can get the information and comments directly from the responsible executives while the executives have opportunity to learn and understand the view point of the board.
Moreover, the Company sets up the meeting of the Executive and Sustainable Development Committee at least once a month for follow-up, recommence, and share comments with executives.
Producing of Stakeholding Report of Directors and Executives
The Company specified that all directors and executives must prepare the report to disclose any interest they have or affect the Company to be used as fundamental information on supervision on interest at the director and top management level. The company secretary will have duty to collect, keep and submit a copy of report to the Chairman of the Board of Directors and the Chairman of Audit Committee pursuant to Section 89/15 and Section 89/16 of the Securities and Exchange Act B.E. 2535 for inspection and supervision on conflict of interest. In addition, the director and the executive are obligated to submit the report every time when there is a change of information.
Producing of Changes in Investment Holdings Report
For internal control, the Company requires that its directors and executives, including their spouses and children under the legal age, when their investment holdings of Union Auction Public Co. Ltd. change, must inform the Company, report the changes to the Securities Exchange Commission Thailand and the Stock Exchange of Thailand (SET), as required by Clause 59 and of the Securities and Exchange ACT B.E. 2535, within three (3) days starting from the date of buying, selling, or transferring, and be responsible to report buying, selling, and holding of the Company’s shares during the following Board Meeting. The Company Secretary would create a letter prohibiting directors or divisions with insider information from disclosing the information to external personnel and inform the period of not trading the
104
Annual Registration Statement / Annual Report 2024
(Form 56-1 One Report)