Investor Relations

The Company attaches a great deal of importance to upholding the rights of all shareholders, as follows:

1. The Company’s structures between the main company and sub-companies are not complex and without hidden aspects; there are no joint shareholders or cross shareholders, and no pyramid shareholding structures within the Company’s group are allowed, thus ensuring shareholder confidence that they will receive their full share of investment returns.
2. Care for and support for all shareholders whether they are major shareholders, individual shareholders, institutional investors or foreign shareholders, as all are entitled to equal basic rights and practices under the preservation of shareholders' rights. These rights include: the right to purchase or transfer shares, the right to receive accurate and clear information, the right to attend and vote on important transactions, the right to appoint or remove company directors, the right to set the remuneration for the Board of Directors, the right to appoint or remove auditors and set audit fees. It also includes the right to a share of profits, the right to participate in decision-making and the right to be informed of the Company's decision-making relating to changes of the Company’s fundamental features. These rights can be found on the news system of the Stock Exchange of Thailand and the Company's website, providing equal access to information.

Shareholder Meetings

1. Every shareholder meeting hosted by the Company is held on a date, time and place that is convenient to the shareholders who plan to attend. The meeting must be held during the Company’s business days and hours.
       In 2021, the Company later held an Annual General Meeting of Shareholders on 19 April 2021, at 10:00 a.m. at the Company’s Headquarters. The venue was easily accessible, including adequate public transportation options. A map with travel information and a shuttle bus schedule to the meeting were also attached in the meeting notice, which was delivered to all entitled shareholders so that they could travel to the meeting venue with ease.
2. At the 2021 Annual General Meeting of Shareholders, all appointed directors attended the meeting. (See details of the names of the Company's directors attending the shareholders' meeting in the shareholders' meeting minutes.)

Pre-meeting Preparations

1. Thailand Securities Depository Co., Ltd., the Company's share registrar, sent a meeting to shareholders on 29 March 2021, which was delivered 22 days prior to the meeting date and within the period specified by the law. Each agenda contains the principles, reasons and opinions of the Board of Directors.
2. Published the invitation to the shareholders' meeting, annual report, meeting documents in both Thai and English on the Company's website at http://ir.rs.co.th on 19 March 201 before 31 days prior to the meeting date to allow shareholders to have sufficient time to consider all information

Actions on the Meeting Day

1. Barcode technology was applied to the shareholders' meeting for registration, vote tallying and displaying of results, thus allowing all operations to be done quickly, accurately and precisely.
2. Before the commencement of the meeting, the Chairman of the Meeting assigned the Company Secretary to explain the voting method to the meeting participants and encouraged the use of paper ballots for important agenda items, to ensure transparency and accountability.
3. Shareholders were granted rights beyond statutory rights, such as access to important and updated information on the Company's website, ensuring that no deprivation of the right to study the Company's information that must be disclosed according to requirements. Also, no changes were made to the agenda set forth in the notice of the meeting, nor were other agendas that were not specified in the invitation added. No additional important information changes were made without prior notice to shareholders. There was no unexpected distribution of documents containing important additional information. Additionally, no limits on the rights of those who attended the meeting of shareholders late were imposed.
4. The Chairman of the Meeting gave equal opportunity to shareholders to make inquiries, comments and suggestions before voting on each agenda item
5. Shareholders could submit questions prior to the date of the meeting via channels such as the Company's website at www.rs.co.th, emailing cs@rs.co.th, sending a letter to the Board of Directors or the Law Office of RS Public Company Limited to No. 27 RS Group Building, Tower A, Prasert-Manukit Road, Sena Nikom, Chatuchak, Bangkok 10900. Shareholders were encouraged to exercise their rights to be in line with the Good Corporate Governance Policy.

After the Shareholders' Meeting

1. Notification of the resolutions from the 2021 Annual General Meeting of Shareholders; allowed shareholders to review voting results within the day of the shareholders' meeting, including the number of votes for approval, disapproval, abstention and invalid ballots, for each agenda item voted upon through notification to the Stock Exchange of Thailand and disclosed on the Company's website
2. Prepared accurate and complete minutes of the Annual General Meeting of Shareholders by recording every detail of voting methods and vote counting, resolutions and votes for approval, disapproval, abstentions and invalid ballots (if any) for each agenda item. It also includes a list of names and positions of directors, executives, auditors and vote auditors who attended the meeting, and a summary of the shareholders' inquiries, opinions and suggestions, including explanations of the directors and executives who answered questions on each agenda item.
3. Delivered the meeting minutes to the Ministry of Commerce and the Stock Exchange of Thailand, as well as published the minutes on the Company’s website on 29 April 2021, which was published within 14 days of the meeting as specified by law. Meeting minutes were recorded in detail for shareholders, and can be reviewed by those attending and not attending.

1. The invitation letter contained details of the meeting’s agenda, supporting documents for shareholders to exercise their rights and to clearly state acknowledgment or approval, opinions of the Board of Directors, the rules and regulations applied in the meeting, map and details of the meeting venue. Also, the letter included documents required by attendees prior to the meeting, as well as a proxy form as specified by the Ministry of Commerce in order to maintain the right to attend the meeting.
2. Before addressing the agenda, the Secretary of the Meeting informed the shareholders of the rules and regulations used in the meeting, types of shares, voting rights, voting procedure, and counting and score display methods.

Protection of Minor Shareholder Rights

1. The Company put forth the names and information of Independent Directors as an option for shareholders who are unable to attend the meeting themselves. Such shareholders may consider appointing the Independent Directors to attend and vote on their behalf. Shareholders are notified if the Independent Director has any conflicts of interest related to agenda items. In the 2021 Annual General Meeting of Shareholders, 360 shareholders utilized Independent Directors of the Company as proxies.
2. Between 30 November to 30 December 2020, the Company published information on the Company’s website, providing opportunities for minor shareholders to propose agenda items to be included in the meeting agenda and to nominate persons to be elected as Directors, with qualification and consent of the nominees. During that period for submission, “there were no proposals regarding the meeting agenda and there were no nominations of persons to be elected as Directors”.

The agenda is specified in the invitation letter without changing the meeting agenda. Do not change any important information without notifying the shareholders in advance. Do not suddenly distribute documents containing additional important information and does not limit the right to attend the meeting of shareholders who are late, etc.

Using Internal Information for Profit

The Company treats internal information and all non-public disclosed business information as important and confidential, as disclosure would impact the Company. Therefore, the Company’s personnel must keep internal information confidential, unless authorized to disclose or as required by law.

Therefore, the Company set a policy to keep internal information confidential and only between the people involved. It also imposes severe penalties on those who use internal information for their own benefits. The details are as follows:

1. Directors, executives and employees must not use or provide internal information and information of business partners for their own benefit. The Company’s directors, executives and employees are jointly responsible for keeping the confidential and internal information secret, and not leak it to third parties as well as employees who are not privy to such information.
2. Limited access to internal information that is not yet available to the public, rather only for the persons involved
3. Disclosure of the Company's information is only allowed by the appropriate authority
4. Directors, executives and all employees have a duty to protect and maintain internal information and not seek to benefit from internal information, even after they are no longer an employee of the Company.
5. Directors and senior management have a duty to report securities holdings, and to report changes in securities holdings, under Section 59 of the Securities and Exchange Act B.E. 2535 (1992), within 3 business days of the date of purchase, sale, transfer or acceptance of transfer of securities, to the Securities and Exchange Commission (SEC). They must also deliver a copy to the Legal Department to be compiled and reported to the Board of Directors on a regular basis, with accurate disclosure in the Annual Report.
6. Directors and senior management should avoid buying, selling, transferring or accepting transfers of the Company's securities 3 weeks prior to the public release of the Company's financial statements, and should wait at least 48 hours to start trading again.
7. Unauthorized persons who disclose internal information or information that has not yet been made public, causing damage to the Company, are legally liable.

This requirement includes a spouse or cohabitant, husband, wife, parent, descendant, adopter, or an adopted child and siblings of the same parents or siblings of either the same father or the same mother of the directors, executives, employees and workers of the Company. Any employee who violates the aforementioned regulations commits a serious offense and may be punished through a verbal warning, or dismissal from their work.

Remark: Executives, by the definition of the Securities and Exchange Commission (SEC), are responsible for reporting changes to legal securities holdings. This includes all securities such as common shares or warrants, etc.

Intellectual Property or Copyrights

The Company recognizes the importance of intellectual property and copyrights. The Company is determined to avoid action that would violate intellectual property laws, whether it is an idea, innovation, copyright, patent or trademark. The main issues are summarized as follows:

1. All employees are responsible for keeping trade secrets, including business information, and the Company's technical data. Employees must protect the confidential information of the Company or of our business partners. The obligation to protect confidential information will continue until the employee has left the Company.
2. All employees have a duty to protect, safeguard and maintain the intellectual property owned by the Company against any violation or unauthorized use.
3. The Company will respect and not violate intellectual property of both internal staff and outsiders.
4. Executives and employees are encouraged to think about and create intellectual property works, for the benefit of the Company.

The Company understands that its information, in all aspects, affects the decisions of investors and stakeholders. Therefore, we have a policy to disclose both financial and non-financial information by being accurate, complete, transparent and timely, and all parties can equally and easily access information via the various provided channels.

1. Top management assigns the person with the authority to disclose information to perform the disclosure of the Company's information. There is also a central agency providing information to the public, which are Corporate Image and Communications Department, Investor Relations, Company Secretary, etc.
2. Disclosure of information is subject to the strict regulations of the Stock Exchange of Thailand, Office of the Securities and Exchange Commission, and related laws. This includes equal disclosure of information to shareholders and the public, which in addition to being published on the website of the Stock Exchange of Thailand, it is also published on the Company’s website, including both the Thai and English version.
   • Information disclosed on a regular basis includes the Company’s vision, financial status, performance and information from the Annual Report.
   • Information that is not to be revealed includes significant information that has not been disclosed to the public or to any unauthorized employee, or to a group of persons or any others (including investors, the press and analysts) until the information has been made public.
   • In certain situations, the Company may need to consider disclosing information to the public for business reasons. For example, if disclosure will affect the Company's business negotiations.
3. Preparation of financial reports
   The Company takes responsibility by preparing accurate, complete, transparent and timely financial reports, in order to protect the Company's assets from being lost or used by unauthorized persons; prevents fraud and unusual operations, and sticks with the accounting standards generally recognized in Thailand; and complies with laws and related announcements to boost stakeholders’ confidence in the financial reports. The Board of Directors has assigned the Audit Committee to supervise the preparation of financial reports to ensure the use of appropriate accounting policies, including reviewing the accuracy and sufficiency of financial reports. The Audit Committee requires a meeting with the auditors without the management’s presence at least once a year to inquire and seek opinions from the auditor on various matters. In addition, there is a report on the Board of Directors' responsibility for financial reports. This covers important matters according to the Code of Conduct for the Board of Directors recommended by the Stock Exchange of Thailand. It is presented in conjunction with the Auditor's Report in the Annual Report.
4. Investor Relations Department, the detail of Investor Relations are shown in cause 7.6.2

The Company provides a Code of Conduct manual for directors, executives and employees in the Group. There is an operating framework with common standards and ethical values, which takes into account various groups of stakeholders. Our Code of Conduct policy identifies key principles, including performing duties with integrity, equality of human rights for all stakeholders, non-infringement of intellectual property or copyright, corporate social and environmental responsibility, respect for stakeholders, the protection of information and assets, and the supervision of the use of internal information. We communicate, review and revise the business ethics annually. In addition, the full version of the Code of Conduct is published on the Company's website.

The Company has clearly communicated its core values and corporate culture, both internal communication and external communication by the Company to enhance understanding and encourage behaviors that are consistent with core values and corporate culture both in terms of work and daily life until it can be called as the DNA of employees in the end.

The process that underpins these is clarity of purpose, applying Leadership Management Principles exemplary sponsorship develop of the Company's personnel employees and supervisors are assessed for their roles that promote the use of core values and culture as a part of Code of Conduct.

1. The evaluation under the Corporate Governance of Thai Listed Companies for 2021: The Company was ranked in the level of "Excellence" or 5 star rating by the Thai Institute of Directors (IOD).
2. The Board of Director meeting No. 2/2021 had resolution approved its intention to join the Thailand's Private Sector Collective Action Coalition Against Corruption (CAC) and the Company has submitted a declaration of intent to join CAC on 3 May 2021.

Review of Guidelines, Policy and Corporate Governance System

The Company has continually improved its policies, guidelines and corporate governance systems. The Board of Directors Meeting No. 6/2021, held on 10 November 2021 to reviewed the Company's Code of Conduct and promote the Good Corporate Governance Policy of the Company and its subsidiaries (“RS Group”) continuously.

Implementation of the Corporate Governance Code for Listed Companies 2017

During 2021, the Company has conformed to the Good Corporate Governance except for the following instant:

1. The Executive Directors’ remunerations that have been received as the Directors of other companies were not disclosed as it is not information of the Company.
2. The Chairman of the Board of Directors is the same person as the Chief Executive Officer, and represents major shareholder. However, as structure of the Company’s Board of Directors consists of three eighth of Independent Directors, which shall have check and balance in business operations.
3. The Director did not set out the term of the position for Independent Director not more than 9 years as the Director commented that Independent Director has knowledge, ability and long-term experiences. To serve as a long-term Independent Director will be able to more in-depth understand the Company’s operation.
4. The Company does not use a cumulative voting system for appointing Directors, as we have a policy based on one-share-one-vote. However, we provide an opportunity for minor shareholders to propose agenda topics prior to the shareholder’s meeting and to nominate persons to be elected as Director at the Annual General Meeting of Shareholders via the Company's website prior to the meeting date.

Other practices in accordance with Good Corporate Governance for supporting the assessment

1. The Company that avoids corrupt practices and authorities have notified investors towards better judgment and decision making
2. Not to violate the criteria necessary for maintaining the status as a listed company on the Stock Exchange of Thailand, and allow for Independent Directors and Audit Committee
3. The Company prohibits suspicious securities trading behavior by its Directors or Executives, or activities declared as offenses by the SEC.

In this regard, the Board of Directors has prepared the “Good Corporate Governance Policy” and the “Code of Conduct” which are published on the Company's website for third parties and stakeholders to review. They are also used to communicate within the Company, and are provided to directors, executives and employees to study and understand and appropriately apply to operations.