Policy on Corporate Governance

Compliance with Good Corporate Governance Principles

The Company and its group members have committed to operating business with responsibility and fairness under good corporate governance principles.  The Board of Directors is aware of the benefit and importance of good corporate governance that helps to ensure the business is managed and operated efficiently, transparentlyand in the interest of all stakeholders, as well as in an examinable manner, thereby enabling the Company to enhance its competitiveness and increase the shareholders’ value in the long term.  The Board of Directors and the management have accordingly established in writing a policy on good corporate governance principles and the Board of Directors has duly approved the said policy.

The detail of Compliance with Good Corporate Governance Principles as following:

Section 1 Rights of Shareholders

  1. The Company doesn’t has barrier policy to allow shareholders to communicate between shareholders.
  2. The Company provide right shareholderto acknowledge information in advance of the meeting date. And The Company will not add items to the meeting agenda to be voted which are not defined in Invitation Letter of AGM of Shareholders.
  3. The Company support and encourage all shareholders, including institution shareholders attend the AGM,  regard  the location of the meeting, travel and shareholders’ meeting date for facilitate attend meeting.
  4. Give opportunity for shareholders to propose in advance of AGM, items for inclusion on the meeting’s agenda. Invitations and notifications with guideline and procedure on the methodology to propose agenda items was delivered to shareholders through the Stock Exchange of Thailand’ s news portal as well as the Company’s own.

Section 2 Equitable Treatment of Shareholders

  1. Give opportunity for shareholders to propose in advance of AGM, items for inclusion on the meeting’s agenda. Invitations and notifications with guideline and procedure on the methodology to propose nominate directors was delivered to shareholders through the Stock Exchange of Thailand’ s news portal as well as the Company’s own.
  2. The Company determine policy and practice guideline on use of internal information such use information wrongly, use of internal information for securities trading etc. to members of the Board, Management and employee from using such information for personal which inform policy and practice guidelines within the organization monitoring. 
  3. The Company enclosed the Proxy Form (A), Proxy Form (B), and Proxy Form (C) with the AGM invitation letter. This form may be used by shareholders who are unable to attend the meeting in person.

Section 3 Rights and Equitable Treatment of Stakeholders

  1. The Company determines policy and measures to take care stakeholders for confidence and collaboration between stakeholders as shareholders, employees, customers, partners, suppliers, local communities appropriately and fairness to all parties.
  2. The Company determines Code of Ethics and practice guidelines to stakeholders recognize and practice for fairness to all parties.
  3. The Company determines Anti – Corruption Policy, measures to prevent and risk assessment form corruption.
  4. The Company recognize social responsibility management which determines principle and practice guideline for social responsibility management achieve.

Section 4 Information Disclosure and Transparency

  1. The Company has a policy regarding securities trading of the Company’s stock by Directors and executives which requires that all directors and executives report their trading activities in accordance with rules and regulations of the Securities and Exchange Commission (SEC) to the Board.
  2. The Board of Directors and executives must disclose conflict of interest information as well as information about related person to ensure transparency in the consideration of the Company’s business transactions.
  3. The Company must disclose information to the public immediately when there are events affect stock price and shareholders of the Company.
  4. The Company must disclose information in annual report under the criteria of the Stock Exchange of Thailand and the Securities and Exchange Commission.
  5. The Company has policy that the Audit Committee shall consider and opinion related transaction for present the Board of Director and/or propose the shareholder’ meeting.

Section 5 Duties and Responsibilities of the Board of Directors

  1. The Board of Director determines the company has corporate governance policy and code of ethics who determines scope of authority, duties and corporate governance, and assign directors, executives, employees and stakeholders practice.  
  2. The Board of Director must consider to approve and review scope of authority and duties and responsibilities of the committee every year.
  3. The Board of Director consider and review the vision and mission of the company every 5 years.
  4. The Board of Director determine to prepare a succession plan of Executive Vice President to CEO for the Company’s operating are continuing.
  5. The Board of Director has assigned the Nomination and Rumination Committee to perform the duty of recruiting and nominating Directorswho considered the candidates qualified with competence, experience, and ability to sufficiently devote their time. Further, the Company grant the shareholders the opportunity to propose the qualified candidates to be nominated as the Company’s directors accordance with criteria of the Company.  
  6. New Director and Management will be an orientation for acknowledge the Company’s information, rule, policy and performance of the Company
  7. The Company encourages directors to training courses or seminar every year for enhance knowledge.
  8. The Company provides annual performance evaluation of the Board of Directors, Committees and individual1 time per year. The Nomination and Remuneration Committee shall consider the criteria for the evaluation of each committee to the Board of Director and Committees have review the performance of duties during the past year.

Treatment of Stakeholders Policy

The Board of Directors has set policy and measures in treatment of stakeholders as detailed below:

  1. Shareholders  The Board of Directors has set policy in treatment of shareholders as follows:
  • The Company is duty-bound to protect and observe the basic rights of the shareholders, comprising right to buy, sell or transfer shares, right to profit sharing, right to adequately access news or information on the Company, right to attend shareholders’ meeting to approve businesses on the agenda as prescribed by law, to elect or remove directors, to appoint auditor, to allocate dividend, and other businesses related to the basic rights of the shareholders.
  • The Company is duty-bound to support and encourage the shareholders to exercise their rights in the businesses on the agenda of the annual general meeting of shareholders, i.e. right to propose matters to be put on the agenda in advance, right to make prior nomination of qualified persons for election of directors, right to send questions to the meeting in advance, right to raise questions and comments at the meeting, etc.
  • The Company shall commit no acts that will be violation or restriction to the rightsof shareholders. 
  1. Employees    The Board of Directors has set policy in treatment of employees as follows: 

  • The Company shall give remuneration to employees performance-based, with fairness and generally accepted and adopted evaluation method and justifiable to the nature of the job of each employee.  Remuneration comprises monthly salary/wage, overtime payment off-office hours and on holidays, annual bonus and extra payment, life insurance, health insurance, provident fund, and so on.
  • The Company shall promote and develop its personnel’s skill and knowledge on a consistent basis, e.g. participation in training and seminars of executives and staff at all levels, etc.
  • The Company shall treat all its employees on a fair and equitable basis as regards performance evaluation, safeguarding of confidential personal and professional data, exercise of rights to fringe benefits, etc.
  • The Company shall observe the rights of all employees and treatthem with honor and respect for individual right, and allow them to voice complaints through various channels in case they are treated unfairly.
  • The Company shall observe the employees’ rights to set up and participate in labor organizations, labor unions, or other organizations, and give them opportunity to negotiate employment conditions.
  • The Company shall be duty-bound to manage and make available good working environment with safety, sanitation and contribution to work efficiency and effectiveness.
  • The Company shall respect and observe the basic right of employment, i.e. no forced labor, no child labor, or no employment of children aged lower than the minimum prescribed by law.
  • There shall be no discrimination of employees on the grounds of gender, religion, race, nationality or origination.  All employees shall be treated equitably.
  • The Company shall determine employment conditions for employees of all levels and titles no inferior to the minimum set by low.


  1. Customers      The Board of Directors has set policy in treatment of customers as follows:
  • The Company is duty-bound to build long-term relationship and cooperation with customers, with integrity, trust and reliability for one another. 
  • The Company is duty-bound to create maximum customer satisfaction, with high sense of accountability and care and with priority concern about customers’ demand and problems.
  • Adhere to offering and delivery of products and services of standard quality and meeting customer demand.
  • Fulfill all conditions agreed upon with customers to the best of their ability. 
  • Offer equitable prices and business terms to customers classified or ranked in the same group.
  • Provide true information to customers about properties and quality of the products and services to ensure fairness and customer confidence.
  • Be ready to answer questions from customers and take relevant actions in dealing with their complaints, as well as give suggestions and follow up the progress thereof. 
  1. Business partners    The Board of Directors has set policy in treatment of trade partners as follows:
  • Transact with business partners with integrity and on equitable term.
  • Consider and make decision on the basis of comparison of quality and conditions with both short-term and long-term interests of the Company taken into account.
  • Safeguard confidential information of the business partners, take no bribe or obtain no commission from business partners and disclose no information or offer of one or more business partners to another one or more business partners either directly or indirectly.
  • The Company shall be duty-bound to procure or engage business partners that perform according to all rules and regulations relating to environmental protection and pollution control, and treatment of employees of business partners in relation to labor and employment on a fair basis and without discrimination.
  • The Company shall be duty-bound to provide training and give suggestions to business partners in performing duty in the premises of the Company and/or any other places as designated by the Company to ensure compliance with rules, regulations and criteria relating to safety and sanitation.
  1. Creditors         The Board of Directors has set policy in treatment of creditors as follows:
  • The Company shall be duty-bound to nurture relationship and treat creditors on the basis of integrity, trust and reliability.
  • The Company shall be duty-bound to take responsibility for, take care of and observe the conditions agreed upon with the creditors’ best as possible.
  1. Community   The Board of Directors has set policy in treatment of community as follows:
  • The Company and employees shall strictly behave as good citizens, observe human right and treat the nearby community and surrounding locality with friendship and have good relationship with the community in the locality, as well as pay attention to, do no discrimination, or bar away the people who need special care, such as children, women, the disabled and the elderly. 
  • The Company shall be duty-bound to treat the community in the locality by allowing the community to participate, giving support and developing the community in various areas for their proper well-being, i.e. education, culture, public health, economy, and creation of jobs and income, etc.
  • The Company shall be duty-bound to open up opportunity for residents in the nearby community to work with the Company as appropriate and at the Company’s discretion, and have the policy to hire or employ people there as necessary and proper.

Anti-corruption policy

  1. Directors, executives and employees shall in no case corrupt or support the corruption and will strictly comply with the anti-corruption measures.
  2. The Company sets a policy prohibiting executives and staff from receiving or calling for any bribe or incentives in whatsoever form to comply with Code of Ethics and practice guideline.
  3. The company provides adequately the channels for whistleblowing or complaining when the corruption is found and has the measures of protection and confidentiality for whistleblower.
  4. The Company provides directors, executive and employees training and knowledge to encourage sincerity, integrity towards their work and to enable them to embrace the principle and ethical standard under the corporate governance policy to their own
  5. The Company provides evaluation performance of anti-corruption policy and corruption risk for good corporate governance.
  6. If the employee conducts any behavior against Anti-corruption Policy, the company will then take disciplinary action according to Business Code of Conduct and Code of Conduct of the company.
  7. The company will use an outsourcing for the internal audit and control for the prevention of fraud which would affect the financial status and operating performance of the company.

Clue reporting and whistleblowing channel

CEO of Office

Millcon Steel Public Company Limited

         52Thaniya Plaza Building29th Floor, Silom Road, Suriyawongse BangrakBangkok10500

         Tel.0-2652-3333#103   Fax.0-2632-9899