Bangkok, 17 March 2017 ? The SEC has launched the Corporate Governance Code 2017 (CG Code) as a guideline for boards of directors of listed companies in performing their duties and leadership role to create business growth and sustainable value.

While the corporate governance practices adopted by Thai listed companies have undergone continuous developments with the focus on building investor confidence, as an essencial factor in business operation, listed companies are forced to face more challenges, whether in generating returns to the businesses among changing envornment, technologies or increasing expectations in terms of social responsibility and environment.

In view of this, the board of directors, as the governance body, should ensure that the company has in place a mechanism to govern decision-making and operation, and that the staff are moving forward in the same direction in order for the company to adjust, grow, and create value to the business, the stakeholders and the society as a whole.

The CG Code contains practice principles for the board of directors and is intended for the business to generate long-term returns while taking into account the responsibility to the shareholders, the stakeholders, the society, and the environment. It is also a guideline for the board of directors? adjustment to the fast-changing world.

The CG Code lays out the board of directors? general leadership roles accordingly: (1) to define business objectives and goals to create sustainable values for the business, (2) to achieve the goals through the mechanism of committee composition, oversight and development of executives? and personnel's capability, and promotion of innovation and responsible business operation, and (3) to monitor and disclose information by ensuring appropriate risk management and internal control systems, the integrity of the company's financial position and information disclosure as well as shareholder engagement and communication.

The SEC expects the board of directors will adopt and apply the CG Code to the business operation (the apply-or-explain approach).  If, after due consideration, the board views that it is not yet an appropriate time to adopt the CG Code, an explanation or an alternative measure must be provided and recorded in the minutes of the board of directors? meeting.

The existing guidelines for disclosure of information in the Annual Report and the Annual Registration Statement (Form 56-1), as well as the evaluation of CGR have been incorporated into the CG Code.

SEC Secretary-General Rapee Sucharitakul said: ?The board of directors of a listed company should realize that it is in the interest of the company to adopt and apply a sound CG practice and the CG Code, which will simultaneously benefit the shareholders, the customers and the related parties. The CG Code will help the board of directors to better  understand its roles of driving business toward fruitful results and reasonably applying technologies to business operation in line with the National Strategic Framework or the Thailand 4.0 Policy whereby value creation, innovation adoption and sustainable development are the priorities.

?The launch of the CG Code is a collaboration of the SEC and capital market organizations, i.e., the Stock Exchange of Thailand (SET), the Federation of Accounting Professions under the Royal Patronage, the Thai Institute of Directors, the Thai Listed Companies Association, the MAI Listed Companies Association, the Thai Investors Association, and the Thailand Management Association. We are working together to issue supporting measures and promote wider implementation of the CG Code in business operation,? Mr. Rapee added.

SET President Kesara Manchusree said: ?The SET focuses on developing the capital market by means of creating and promoting values throughout the business chain to ensure sustainable growth in the overall economic system in line with the Government Economic Development Plan, the Thailand 4.0 Policy, and the Sustainable Development Goals (SDGs).

?The SET Action Plan 2017 aims to enhance business operation and disclosure of activities relating to corporate social responsibility, environment, and good corporate governance. In addition, new industries representing the country's strength will have greater access to capital sources to achieve a leap growth (new S-curve). Startups will be promoted in multi-dimensions for the benefit of entrepreneurs? strength and growth. Advanced technology-driven market infrastructure will be established to increase efficiency. Investors will be encouraged to engage in businesses operated on the sustainability principle. Financial literacy will be promoted in preparation for the fully aged society. This is to ensure that the economic and social development and the quality of people will collectively contribute to the sustainable growth to the country,? Ms. Kesara added.

_____________________________

Notes:
The CG Code comprises the eighth principles as follows: 
Principle 1: The board of directors should develop clear understanding of its leadership role and responsibilities and the management of business to create sustainable value;
Principle 2: The board of directors should define the objectives that promote sustainable value creation and ensure that the medium-term objectives are consistent with long-term ones;
Principle 3: The board of directors should ensure that its composition and structure strengthen its effectiveness, ensure that it can perform duties effectively, promote productive organizational culture, as well as support independency of chairman of the management;   
Principle 4: The board of directors should ensure that a proper mechanism is in place for the nomination and development of senior management executives and management of personnel structure, ensure effective performance of duties by the CEO and appropriate remuneration structure, and monitor appropriate personnel management; 
Principle 5: The board of directors should nurture innovation that creates value for the company, promote responsible business operation, incorporate its strategies in the action plan, and appropriately adopt technologies; 
Principle 6: The board of directors should ensure that the company will put in place effective and appropriate risk management and an internal control system in compliance with the applicable laws, and ensure that conflicts of interest are effectively dealt with and complaints are handled;
Principle 7: The board of directors must ensure the integrity of the company's financial condition and disclosure and that the financial reporting and information disclosure are duly made consistent with applicable requirements.  The board of directors should monitor the company's financial liquidity and debt repayment to ensure fairness for the creditors and shareholders;
Principle 8: The board of directors should promote participation of and communication with the shareholders, engage the shareholders to participate in decision-making involving significant corporate matters, ensure that the shareholders? meetings are held as scheduled and conducted properly and that the shareholders? resolutions and the minutes of the shareholders? meetings are duly disclosed and complete.