Implementation of the CG Code

According to the Securities and Exchange Commission has issued the Corporate Governance Code for listed companies 2017 (CG Code) to encourage the board to apply Principles that are suitable for the business context of the Company, the Board of Directors has reviewed and implemented the oversight as follows: 1) assisting in determining the key objectives or goals aimed at creating the value of the business sustainably 2) as a guideline to support can achieve objectives or goals and 3) as a guideline for monitoring and evaluating the performance of the management and disclose operating results to stakeholders, aligned with the 8 Principles, as shown the table below;

UT Board’s oversight

SEC CG Code

Assisting in determining the key objectives or goals aimed at creating the value of the business sustainably

Principle 1: Establish Clear Leadership Role and Responsibilities of the Board

Principle 2: Define Objectives that Promote Sustainable Value Creation

As a guideline to support can achieve objectives or goals

Principle 3: Strengthen Board Effectiveness

Principle 4: Ensure Effective CEO and People Management

Principle 5: Nurture Innovation and Responsible Business

As a guideline for monitoring and evaluating the performance of the management and disclose operating results to stakeholders

Principle 6: Strengthen Effective Risk Management and Internal Control

Principle 7: Ensure Disclosure and Financial Integrity

Principle 8: Ensure Engagement and Communication with Shareholders

 

Practices that divert from CG Code

  • The chairman of the board is not an independent director (guideline 3.2.1) but is independent in the role of the chairman. Be the leader of the committee to supervise and promote the operation of the committee that is conducive to independent judgment.
  • The company does not set a policy for independent directors to hold office for a period of not more than 9 years from the date of being appointed to be the first independent director (Guideline 3.2.5), but the Company has set retirement policy of the board.
  • The company does not set the criteria for limiting the number of director positions in other companies (Guidelines 3.5.2) because there is some limitations of knowledge and expertise in the nature and types of textile business, as the directors have demonstrated that they can perform their duties effectively, achieving according to the Principle 3.5: The board should ensure that all directors are properly accountable for their duties, responsibilities and (in-) actions, and allocate sufficient time to discharge their duties and responsibilities effectively.