Page 92 - Demo

90 Super Turtle Public Company LimitedSuccession plan: The Board of Directors recognises the importance on an uninterrupted management and operation, which are essential for the Company%u2019s sustainable growth. The Company therefore promotes the adoption of a succession plan for the Chief Executive Officer and senior executives and reviews it as appropriate to ensure that there are subordinate personnel in the important positions. The Chief Executive Officer is required to regularly update the matter to the Board of Directors.Oversight of the subsidiaries and the associated companies: The Company strategically invests in businesses that align with or enhance the Company%u2019s business strategy and goal, primarily considering returns and other benefits from such investment. To safeguard these investments, the Company has established an oversight policy for its invested businesses, including subsidiaries and associated companies. Key aspects of this policy include:1. The Company appoints its representatives as directors, executives, and/or employees in subsidiaries and associated companies based on the Company%u2019s shareholding ratio. These representatives are tasked with monitoring, overseeing, and managing these entities to ensure alignment with the Company%u2019s determined directions.2. The Company implements mechanisms to monitor the disclosure of operating results, financial information, connected transactions, asset acquisitions and disposals, and other significant transactions of subsidiaries and associated companies. This oversight ensures compliance with relevant laws and regulations.3. The Company mandates that its subsidiaries and associated companies establish suitable and adequate internal control systems. In addition to the oversight policy outlined for subsidiaries and associated companies, the Company may enter into shareholders%u2019 agreements or other agreements as necessary. These agreements aim to clearly define the management framework and participation in decision-making on matters of major significance. This proactive approach ensures that investments generate returns and are in the best interest of the Company and its subsidiaries.Monitoring of the compliance with corporate governance policies and guidelines: The Company places the importance on the corporate governance and incorporates the relevant policies and guidelines into the Corporate Governance Policy and the Business Ethics as well as communicates to and educates the employees in order to encourage the compliance so as to build the confidence to the stakeholders. In the past year, the Company has monitored compliance with the Corporate Governance Policy, details of which can be considered in section 19 Corporate Governance Policy.In addition, the Company has ensured the compliance of following policies:(1) Prevention of Conflict of Interest and Related Party TransactionsThe Company realizes the importance of carrying business in transparent manner and considers that preventing the directors, executives and employees from using their positions to seek personal gain is crucial. The Company has set the policy on conflict of interests and the policy on the related party transactions, with the key points summarized as follows:1. the directors and executives of the Company are required to report any conflict of interests involving themselves and their related persons using a form determined by the Company (a) upon holding the position as a new director or executive of the Company, (b) when there is a significant change in information which creates a conflict of interests during the fiscal year and (c) at the end of each fiscal year, and send the same to the Company Secretary for consolidation and making ready for disclosure to the Board of Directors when considering the entering into the related party transactions between the Company and the directors, executives and/or their related persons. The Company Secretary shall provide a copy of the report to the Chairman of the Board of Directors and the Chairman of the Audit Committee within 7 business days upon receipt of such report.2. the Company has a policy to avoid the entry into the connected transactions that may lead to conflict of interests. In case it is necessary and unavoidable, the Board of Directors will ensure that the procedures of entry into transaction are clear, transparent and fair under the criteria set forth by the SEC Office and the SET. Introduction Nature of Business Business Performance Corporate Information Corporate Governance Financial Report Attachment