Page 387 - CRC_One Report 2021_EN
P. 387

Business Overview and Performance     Corporate Governance      Financial Statements   Enclosure



         (1) The transaction which is of general commercial conditions
         For the ordinary business transaction or transaction supporting ordinary business of the Company which might be
         continuously occur in the future, the Company has established the policy determining the scope of such transaction
         which shall be done on an arm’s length basis with the trading negotiation power without influence caused by the
         position of the board of directors, management, or related person (according to the case). The conditions shall
         also not cause the transfer of interest and/or be able to show that the transaction is done by reasonable or fair
         price determination.  If the Board of Directors has set a principle scope of the aforementioned transactions, the
         managements of the Company would be able to proceed the approval of transaction complying with the specified
         scope. The Company would report the summary of such transaction to the Audit Committee and the Board of
         Directors on a quarterly basis.


         (2) The transaction which is of non general commercial conditions
         The transaction which is trading agreement that is not the general commercial conditions shall be considered
         and approved by the Audit Committee before being presented to the Board of Directors and/or the meeting of
         shareholders (according to the case) to approve. This type of transaction shall be done according to the Securities
         and Exchange Act, rules, announcements, orders, or regulations of the Securities and Exchange Commission, the
         Capital Market Supervisory Board, and the Stock Exchange and shall be done in compliance with the relevant
         regulations regarding information disclosure of the related party transaction and other relevant rules.

         In the case that the Audit Committee are not expert in considering the related party transaction which might occur,
         the Company would appoint the specialized professionals such as auditor or independent property appraiser to give
         opinion relating to the related party transaction in order for the Audit Committee and/or Board of Directors and/
         or shareholders (according to the case) to use as information for decision making. This is done in order to ensure
         that the transaction is necessary and reasonable and is beneficial to the Company. The Company would disclose
         the related party transaction in the annual registration statement, annual report, and footnotes under the financial
         statement inspected by the accounting auditor or other forms of reports (according to the case) in accordance with
         the relevant regulations and laws.

         Policy on the Future Related Party Transaction


         In the case that there is future related party transaction, the Board of Directors shall comply with the Securities and
         Exchange Act including rules, announcements, orders, and regulations of the Securities and Exchange Commission,
         the Capital Market Supervisory Board, and the Stock Exchange and the regulations regarding information disclosure
         of the related party transaction done by the Company or its subsidiaries according to the accounting standard
         determined by the Certified Accountants and Auditors of Thailand and other relevant rules.


         Moreover, if there is any related party transaction or change of agreement and condition regarding the transaction
         related to director, management, or related person of the Company, the director who is a stakeholder shall not
         attend the meeting of Board of Directors on the agenda relating to the consideration of such transaction.





















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