Page 336 - CRC_One Report 2021_EN

Business Overview and Performance Corporate Governance Financial Statements Enclosure

(d) To provide explanation and/or information or documents relating to the operations of the company
to the Parent Company upon request as appropriate, and provide explanation and/or relevant information
or documents to the Parent Company should any material issues be found;

(e) To be responsible for the subsidiaries to implement the internal control system, risk management system
and anti-corruption policy as appropriate, efficient and sufficiently prudent to make sure that all activities of
the subsidiaries strictly follow the Parent Company’s policies, this document, the laws and rules on corporate
governance of listed companies, including the applicable notifications, regulations and rules of the Capital
Market Supervisory Board, the Office of the Securities and Exchange Commission and the Stock Exchange
of Thailand, and to ensure that the subsidiaries have clear work flows to demonstrate that
the subsidiaries’ systems are sufficient to regularly and reliably disclose information on material transactions
under the applicable rules, with channels available for the directors and executives of the Parent Company
to access such information of the subsidiaries so as to efficiently monitor their operational results, financial
position, transactions between the subsidiaries and their directors and executives, and material transactions
of the subsidiaries. In addition, there shall be mechanisms for work system audit in the subsidiaries, whereby
the Parent Company’s internal auditors and independent directors shall be entitled to directly access such
information, and the results of such work system audit shall be reported to the Parent Company’s directors
and executives to make sure that the subsidiaries regularly follow the specified work systems;

(f) The directors, executives, staff, employees or those authorized by the company, who are representatives of
the Parent Company and hold positions in the company, including their spouse and underage offspring,
shall be prohibited from using inside information of the Parent Company and/or the company, which has
been obtained from the performance of duties or by other means, which has or may have material impact
on the Parent Company and/or the company, for personal gain or gain of others, whether directly and/or
indirectly, and whether with or without any compensation;

The directors, executives or related persons of the subsidiary, who are representatives of the Parent Company
and hold positions in the subsidiary may execute any transaction with the subsidiary only after such transaction
has been approved by the Board of Directors of the subsidiary, the Parent Company’s Board of Directors,
the subsidiary’s shareholders’ meeting and/or the Parent Company’s shareholders’ meeting (as the case
may be) depending on the calculated size of the transaction (the calculation of transaction size under
the rules on acquisition or disposal of assets and/or connected transactions of the Capital Market Supervisory
Board and the Board of Governors of the SET shall apply, mutatis mutandis), except for such transactions with the
same commercial terms as those an ordinary person would agree with any unrelated counterparty under similar
circumstances, on the basis of commercial negotiation and without any influence from their status as directors,
executives or related persons (as the case may be), provided further that such commercial terms have been
approved by the Parent Company’s Board of Directors or in compliance with the principle previously approved by
the Parent Company’s Board of Directors.

8.1.4 Monitoring compliance with the corporate governance policy
and practices

(1) Prevention of Conflict of Interest

The Company has in place a policy to prevent conflict of interest based on prudence, honesty, rationale, and
independence within the ethical framework for the Company’s interests. The policy stipulates that a person
who may have conflict of interest and/or a connected person as well as related parties involving in a transaction
who discloses the information on the interests of his/her own and related parties’ to the Company for acknowledgement
and have no authority to approve the transaction in which he/she has interests.

336 Annual Report 2021 (Form 56-1 One-Report)