CG Policy

The Company has established measures and regulation concerning the protection against the use of Company’s inside information, which has not been disclosed to the public, for the benefit of oneself or other persons as follows:

(1) The Company has notified the Directors and executives for acknowledgment of their duty to report the securities holding in the Company of oneself, spouse, minor child and nominee, including the report of changes in securities holding to the Securities and Exchange Commission (SEC) and acknowledgment of penalties according to the law on Securities and Exchange.

“Executive ” is defined as manager or executive of the first four levels of high ranking executive position downward from the manager, any person who is in the position equivalent to the fourth level of the said high ranking executive position, as well as the executive position in the line of accounting and finance or equivalent level.

(2) The director, executive, manager and employee who are aware of inside information of the Company are prohibited to disclose any inside information to any outside person or any person who has no relevant duties and are prohibited to trade the Company’s securities during the 1-month period before the financial statements are disclosed to the public.

(3) The director, executive, manager and employee are prohibited to use the Company’s inside information that have not been disclosed to the public which are significant to the change in the price of the Company’s securities to seek benefit for oneself and/or for the trading of the Company’s securities. Should anyone violate the above stipulation, the Company will proceed according to the relevant laws and severely punish such person based on facts and findings of the incident on a case-by-case basis.

(4) In case of director, executive, manager and employee being convicted in a criminal case according to the Securities and Exchange Law, the Company will severely punish such person according to one or several of the followings.
(A) Reduce the salary or compensation
(B) Terminate, fire or remove from the position of director, executive, manager or employee, alleging that the person has intentionally caused damage to the Company. Should the convicted person hold the directorship position in the Company, the matter will be proposed to the shareholders’ meeting for its consideration of the punishment.
(C) Notify the incident to the Stock Exchange of Thailand and/or the SEC.
(D) Report the case for a legal prosecution.
(E) Carry out other matters according to the resolutions by the Board of Directors or shareholder’s meeting of the Company.

(5) The Company expects that every director, executive, manager and employee at every level of the Company report in good faith to the superior of any misconduct or doubtful conduct in violation of the principles concerning the use of Company’s inside information for the benefit of oneself. The superior is deemed to have duty in monitoring and supervising the subordinates on the use of Company’s inside information for compliance with the established regulation.

The Company has established measures and procedure concerning the approval of transaction with conflict of interest; namely, connected transaction or transaction concerning acquisition or disposition of assets of the Company or its subsidiaries in order to comply with the regulation of SEC and SET as well as related laws, as follows.

(1) Directors, executives and employees of the Company are prohibited from conducting business which is similar in nature to or in competition with the business of the Company and shall avoid engaging in the connected transaction which may create conflict of interest with the Company.

(2) The stakeholder or person who may have conflict of interest may not approve the transaction that is connected to oneself.

(3) The establishment of price or compensation must be based on normal business and general commercial terms with consideration on the best interest of the Company.

(4) The Audit Committee has to consider and provide comments on the said transaction. Should the Audit Committee possesses no expertise in any matter, the Company must provide independent expert to advise the Audit Committee for consideration before proposing to the Board of Directors of the Company and/or the shareholders’ meeting for consideration and approval.

(5) In such case that the transaction is a commercial agreement that reasonable person ought to do with any contract party in general under the same situation, having commercial bargaining power without influence from the position of director, executive or related person on a case-by-case basis, or a normal business transaction or supporting normal business transaction with general commercial terms, the Company must present such agreement to the Board of Directors of the Company for consideration and approval or approval in principle, before the execution of the agreement, in compliance with the law of the Securities and Exchange.

(6) The Company must disclose the information on such transaction in accordance with the regulation and procedure as established by SEC and SET, including information disclosure within the Company’s Annual Registration Statements (Form 56-1) and the Annual Report (Form 56-2).

The Company has established measures and procedure for the Company’s executives to promptly report to the Company’s Board of Directors and the Audit Committee in the event of frauds or suspecting of a fraudulent or illegal conduct or other unusual activities which may cause significant damage to the Company’s reputation and financial status, which includes:

(1) Transaction involving conflict of interest
(2) Fraudulent or unusual activities or deficiency in the internal control system
(3) Violation of the laws and regulations regarding the Securities and Exchange, regulations of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand or other laws concerning with Company’s business operation.

Accordingly, the Board of Directors shall promptly correct the deficiency or its impact, including seeking protection measures to prevent such incident from happening again.

The Company has established measures or channel for whistleblowing or complaints by the stakeholders as follows.

(1) Provide opportunity for the stakeholder for whistleblowing or making complaints
Any stakeholder who wishes to contact the Board of Directors directly without going through the executive of the Company in order to offer any opinions concerning with the business operation including whistleblowing or complaints such as inappropriate action, fault, wrongdoing or mistake, illegal action or unethical behavior etc., it can be directly forwarded to the Audit Committee of the Company as follows:

• By Mail
  Chairman of the Audit Committee
  41/9 Rim Klong Bangsakae Road
  Bangkok, Chomthong, Bangkok 10150
• By E-Mail Address: wanna@lannar.com

(2) Protection for the Whistleblower
The stakeholder who makes whistleblowing or complaints according to (1) above does not need to disclose his/her name.

(3) Procedure after Whistleblowing or Complaints
The Audit Committee is assigned to investigate the information or facts informed by the whistleblower according (1) above and directly presents the matter to the Board of Directors for acknowledgment and consideration.

(4) Correction Measures and Compensation
In case the stakeholder has been damaged from the violation of right according to the laws, the Company is willing to listen to opinion or complaint and will urgently correct the fault and impact without delay including finding measures to prevent recurrence of the event and will consider making appropriate compensation to the damaged person based on cause and effect on a case-by-case basis.

The Company is determined to fight against corruption in every form by building consciousness with every Director, executive and employee at every level to become aware of the danger of corruption, to build correct value and gain trust from all stakeholders in order to develop the organization for sustainability in long term. Accordingly, the Board of Directors’ Meeting No. 7/2013 dated December 16, 2013 has resolved to enroll the Company in certification process as member of “Thailand’s Private Sector Collective Action Coalition against Corruption (CAC). Accordingly on January 24, 2014, the Company has signed the declaration of intention to fight against corruption.

Anti-Corruption Policy

Every Director, executive and employee of the Company at every level are prohibited engaging in or accepting any form of corruption directly or indirectly covering both local and overseas businesses and all relevant work units by arranging for regular inspection and review of the work in compliance with the anti-corruption policy as well as reviews of the rule and regulation on any practices to conform with changes in business condition, relevant rules, regulation and legal provision, to be practiced as follows:

1. Every Director, executive and employee at every level must adhere to the anti-corruption policy and code of conduct by not involving in corruption activities directly or indirectly.
2. Every employee of the Company at every level must not neglect or ignore when seeing any corruption activities related to the Company and must notify the superior or responsible person for acknowledgment and cooperate in the investigation. If in doubt, the employee should consult with the superior or the person assigned by the Company to be responsible on matters related to the code of contact through established channels.
3. The Company shall provide justice and protect the employee who has notified and reported on the corruption activities as specified under Company’s policy on the whistleblowing or complaints by stakeholders.
4. The person involved in the corruption activity is considered in violation of the code of conduct and must be put through a disciplinary action and consideration as stipulated in the Company’s regulation. In addition, such person may be punishable by law if illegal action has been committed.
5. The Company realizes the importance of distribution of knowledge and make other people involved with Company’s business understand that they must comply with the anti-corruption policy.
6. For the matters with high risk of corruption, every Director, executive and employee at every level must operate with caution especially on the following items.
   • Receiving or giving gifts, assets or other benefits must conform to stipulations of the Company.
   • Receiving or giving donation or supporting fund must be carried out with transparency and legal by ensuring that the donated or supporting money shall not be used as excuse for bribery.
   • Receiving or giving bribe in any business operation are forbidden. Company’s operation and contact with government sector must be done strictly with transparency, honesty and in compliance with the laws.

Duty and Responsibility on Anti-Corruption Policy

1. The Board of Directors has duty and responsibility to establish policy and oversee that there is a system to promote anti-corruption effectively in order to build confidence for the management to realize and give precedence to anti-corruption and foster it to become part of the corporate culture.
2. The Audit Committee has duty and responsibility to review the accounting and finance system, internal control system, internal audit system and risk management system in order to gain confidence that every system has been carried out according to international standards with caution, sufficiency and effectiveness.
3. The Executive Board of Directors, Chief Executive Officers and executives at every level have duty and responsibility to establish a system to promote anti-corruption policy and convey this policy to the employees and relevant work units as well as to review the appropriateness of the system and measures to conform to changing business situation and relevant rules and regulations and laws.
4. The Internal Audit Office has duty and responsibility in the audit and review of operations to be in compliance with the policy, rule and regulation, work orders and approval authority as well as relevant legal provision to ensure that the control system is appropriate and sufficient for the risk involving corruption that may happen. The Internal Audit Office reports directly to the Audit Committee.
5. The Risk Management Committee has duty and responsibility to regularly assess the risk concerning corruption which may occur in any process as well as propose appropriate guideline to mitigate the risk to be presented to the Executive Board and/or the Board of Directors for review and establish measures for conformity to mitigate such risk that may occur.

Whistleblowing or Complaints by Stakeholders

The Board of Directors has established measures or channels for whistleblowing or complaints by the stakeholders as follows.

1. Provide opportunity for the stakeholder for whistleblowing or making complaints
   Any stakeholder who wishes to contact the Board of Directors directly without going through the executive of the Company in order to offer any opinions concerning with the business operation including whistleblowing or complaints such as inappropriate action, fault, wrongdoing or mistake, illegal action or unethical behavior etc., it can be directly forwarded to the Audit Committee of the Company as follows:
   • By Mail
     Chairman of the Audit Committee
     41/9 Rim Klong Bangsakae Road
     Bangkok, Chomthong, Bangkok 10150
   • By E-Mail Address: wanna@lannar.com
2. Protection for the Whistleblower
   The stakeholder who makes whistleblowing or complaints according to (1) above does not need to disclose his/her name.
3. Procedure after Whistleblowing or Complaints
   The Audit Committee is assigned to investigate the information or facts informed by the whistleblower according 1. above and directly presents the matter to the Board of Directors for acknowledgement and consideration.
4. Correction Measures and Compensation
   In case the stakeholder has been damaged from the violation of right according to the laws, the Company is willing to listen to opinion or complaint and will urgently correct the fault and impact without delay including finding measures to prevent recurrence of the event and will consider making appropriate compensation to the damaged person based on cause and effect on a case-by-case basis.

The Board of Directors has appointed Mr. Saharat Vatanatumrak as the Company Secretary having the scope of duties and responsibilities of the Company Secretary as follows:

1. Provide initial suggestions to the Directors concerning with rules, regulations and regulations of the Company and monitor the operation for compliance including report of any significant changes.
2. Arrange the Shareholder’s Meeting and Board of Directors’ Meeting according to laws and regulations as well as relevant laws of the authorities.
3. Prepare the minutes of the Shareholders’ Meeting and Board of Directors’ Meeting, including monitor that the resolutions from the Shareholders’ Meeting and Board of Directors’ Meeting are followed.
4. Supervise on the disclosure of information and report within scope of responsibilities according rules and regulations established by the Stock Exchange of Thailand and Securities and Exchange Commission.
5. Prepare and Safekeeping of the following documents:
   (5.1) Directors’ Register
   (5.2) Board of Directors’ Meeting Invitations and Minutes
   (5.3) Shareholders’ Meeting Invitations and Minutes
   (5.4) Company’s Annual Reports
   
6. Safekeeping of the reports of stake/interest which are reported by the Directors and Executives.
7. Supervise the activities of the Board of Directors and perform other matters according to laws or assigned by the Board of Directors.

- The Audit Committee Charter
- The Nomination and Remuneration Committee Charter
- The Risk Management Committee Charter
- The Corporate Environmental social and governance (ESG) Committee Charter

Currently only available in Thai