Muang Thai Life Assurance Public Company Limited has continuously been aware of the significance of Corporate Governance. We believe that management with transparency, accountability and operations without corruption as well as having responsibility and giving fairness to every stakeholder will bring us the solid and sustainable business. To build credibility and to ensure all stakeholders, the Board of Directors has approved the Corporate Governance Policy as well as the Code of Conduct to be strictly adhered by all directors and employees, and the policy is annually reviewed by the Board of Directors. Moreover, the Company has established compliance procedures to meet the international standard and strictly comply with laws as well as rules and regulations of the regulator. In this regard, the principles and practices of good corporate governance which the Company has always been adhering to comprising 5 sections as follows:
 

Rights of Shareholders

The Company pays great attention to the Shareholder’s rights by focusing on freedom and equality, namely the right to attend the Shareholder’s Meeting and the right to give proxy to other person to attend and vote in the Shareholder’s Meeting. The Company has always prepared and distributed performance report to the shareholders timely before each meeting in order for them to obtain accurate and complete information to base their consideration on for each agenda. Some of the rights given to the shareholders are: the right to appoint or dismiss any Directors; the right to vote in the appointment and on the fee of the independent auditor; the right to vote in any significant business matters; the right to receive dividend; the right to comment and make inquiry in the Shareholder’s Meeting; and the right to specify or amend the Articles of Association (AOA) and Memorandum of Association (MOA) of the Company; the right to consider on reducing or increasing capital; and the right to approve significant transactions which have impact on the business direction, etc. Furthermore, the Company supports all stakeholders to attend the Shareholder Meeting by sending an invitation letter with agendas and meeting materials to the Shareholders 14 days prior to the meeting date as stated by laws and the Company’s rules.

Equitable Treatment of Shareholders

The Company realizes how importance it is in building confidence among the Shareholders that the Board and Management will appropriately manage the budget, which is a major element to ensure confidence of shareholders. Therefore, there will be proper monitoring to ensure that the shareholder’s right shall be treated and protected equally as stated in the first element. Moreover, the Board has required that all Directors and executives disclose information regarding their personal and related person’s interests in order for the Board to be able to consider
the Company’s transaction which might have conflict of interest and to make decision for the benefit of the Company. The Directors and executives of the Company who have interests in any transactions of the Company will not be allowed to take part in the decision-making of such transactions.
 

Role of Stakeholders

The Company has great interest on the right of all groups of stakeholders which are
the shareholders, customers, business partners, creditors, employees, competitors, government and society, by taking into account the right of the stakeholders according to the law or
the agreement made with the Company and will not perform any of the following actions to violate the rights of such stakeholders.
• Shareholders: The Company is committed to continuing to achieve good performance and focus on shareholders’ rights and treating them with equality. The Board of Directors must facilitate the shareholders to fully exercise their legal rights.

• Customers: The Company adheres to customer centricity in delivering quality products and services. Moreover, the Company aims to provide fair end-to-end services, including developing and launching insurance products, selecting agents and distribution channels, defining standard sales process, providing after-sales service, managing complaints and claims, developing a system to control sales as well as to manage and evaluate the behaviors of every distribution channel to ensure that the Company places importance on customer benefits.

• Business Partners and Creditors: The Company shall serve partners and/or creditors according to trade terms and contracts by complying with good competition scope without using any corrupt practices.

• Employees: The Company provides the employees with a fair remuneration and welfare policy, training opportunities, and secure workplace for both life and assets of employees.

• Competitors: The Company shall comply with good competition framework without using any corrupt practices to harm its competitors.

• Government: The Company is committed to complying with business-related laws and regulations.

• Society: When performing the duties, the Company’s employees must take into account the aspects of society, environment, quality of lives as well as local customs and cultures in order to align with the Company’s policy in continuously supporting CSR activities for educational, religion, arts and cultural, social development, sports, as well as environmental conservation.

• Non-infringement of intellectual property or copyright: The Company shall not perform any act that infringes intellectual property or copyright of every stakeholder. The Company shall formulate a utilization policy of information technology system. Any software used in the Company’s information technology system must be licensed and obtain a legal copyright.

• Information security: The Company has placed importance on information security by complying with laws and business ethics which prohibit personal information of the Company’s stakeholders to be disclosed or used for other benefits.
 

Disclosure and Transparency

The Company upholds the disclosure policy and adheres to the disclosure guideline in order for the Shareholders and stakeholders to be sure of the transparent and auditable operation by disclosing significant, transparent, and accurate information relating to the Company, both financial and non-financial within due time through easily accessible means that are equivalent and reliable. For instance, the disclosure of financial statement and performance report of each quarter on www.muangthai.co.th website; the disclosure of the Board’s responsibilities to the financial report together with the report from auditor, the disclosure of roles of the Board and its Subcommittee in annual report; as well as the disclosure of other information which entirely complies with laws, rules and regulations announced by the regulator.

Responsibilities of the Board

            The Board of Directors has authority, duties and responsibilities to carry out the Company’s business operation with morality and honesty by adhering to and complying with the Anti-corruption Policy and avoiding any conflicts of interest in order to maintain the Company’s overall benefit and not limited to any specific person or group of shareholders. The Board of Directors also has authority and duties to supervise the Company in developing an appropriate management policy, to conduct enterprise risk management, to develop effective internal systems, to oversee audit system to comply with policies, laws, rules and regulations announced by the regulator, as well as participate in drafting policies and evaluating market conduct which includes sale presentation, complaint management, and claims at least 2 times a year and/or necessity.
 

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