Board of Directors still hold on the determined intent to upgrade the Company’s corporate governance to be in compliance with international standards. Consequently, Board of Directors adopted the Corporate Governance Self- assessment as a tool in developing the Company’s corporate governance in accordance with Good Corporate Governance principles prescribed by Stocks Exchange of Thailand to enable the Company to have management system with maximum efficiency, covering emphasis on shareholders’ rights, equitable and fair treatment to shareholders, roles of stakeholders in information disclosure and transparency and responsibilities of Board of Directors.

In 2022 Board of Directors complied with Good Corporate Governance of Stocks Exchange of Thailand consistent with the ASEAN CG Scorecard as follows.

  • Board of Directors considered and reviewed implementation of CG Code of Securities and Exchange Commission as per the Company’s business context as code of practices of Board of Directors and mainly to safeguard shareholders’ interests.
  • Evaluated by Corporate Governance Report (CGR) Project as 1 in 296 listed companies with “Excellent” for 2 consecutive years, corporate governance from Thai Institute of Directors Association, and when comparing average scores of 750 companies being surveyed, both in overview and by respective sections, it was found to be higher than average scores of all companies being surveyed.

The Company shall report on details in respect of Good Corporate Governance, which are divided into 5 sections as follows.

1.1 Good corporate governance policy on shareholders’ rights

Board of Directors prescribed good corporate governance policy on shareholders’ rights, in writing, in 2019, by emphasizing on enabling shareholders to have opportunity to be informed of the Company’s operation results thoroughly and equitably, and to participate in various significant decision makings, and protecting, supporting, encouraging and without limiting shareholders’ rights, as follows.

Shareholders’ right protection policy

  1. Board of Directors has the duty to protect and respect basic rights of shareholders, i.e. the right to trade or transfer shares, the right to profit sharing of the business, the right to receive adequate information on the business, the right to participate in shareholder meetings to elect or withdraw directors, election of auditors, allocation of dividends, prescription of or amendments to Articles of Association or Memorandum of Association, capital decrease or increase, approval of special transactions, etc.
  2. Board of Directors has the duty to promote and encourage shareholders to exercise their rights on various matters in annual ordinary shareholder meetings, i.e. the right to propose shareholder meeting agendas in advance, the right to nominate candidates for election as directors in advance, the right to submit questions to the meeting in advance, the right to express opinions and make questions to the meeting, etc.
  3. Board of Directors has the duty to refrain from taking any action which constitutes infringement or limiting or depriving the rights of shareholders in studying the Company’s information which must be disclosed as per requirements and participation in shareholder meetings, e.g. not to distribute documents containing significant information suddenly, not to add meeting agendas or alter significant information without notifying shareholders in advance etc.
  4. Board of Directors has the duty to facilitate shareholders to exercise various rights, e.g. provision of updated significant information through the Company’s website, arrangements for shareholders to visit the business etc.
1.2 Giving shareholders opportunity to study the information in advance of shareholder meeting date

Board of Directors and the Management implemented the policy on shareholders’ rights, which has wider coverage than legal rights, especially the right to receive data and information for 2022 annual ordinary shareholder meeting held on 8 April 2022. The Company gave shareholders opportunity to study the information in advance of the meeting date through the Company’s website on 17 March 2022 (22 days prior to the meeting date), and disseminating in the Thai and the English languages simultaneously, with the content as that of the hard copy version to be delivered by the Company to shareholders, disclosing the following information.

  1. Letter of invitation to 2022 annual ordinary shareholder meeting.
  2. Annex 1 Guidelines for proxy appointment, registration through electronic means (e-AGM) and identification documents required for attending and voting in the Annual General Meeting of Shareholders.
  3. Annex 2 Minutes of the Extraordinary General Meeting of Shareholders No. 1/2021.
  4. Annex 3 2021 Annual Report and 2021 Financial Report (56-1 One Report) in QR Code.
  5. Annex 4 Preliminary information and profile of each retired director from the expiry of director’s term who has been nominated for re-election as a director in another term, and the definition of independent director.
  6. Annex 5 Information on remuneration and meeting allowance of directors for the year 2022.
  7. Annex 6 Name list of auditor, its remuneration and list of the Company’s subsidiaries retaining the same auditor.
  8. Annex 7 Proxy authorization form.
  9. Annex 8 Details of independent directors nominated by the Company to serve as proxies.
  10. Annex 9 Articles of Association relating to shareholder meetings.
  11. Annex 10 Privacy Notice for the Annual General Meeting of Shareholders.

In sending shareholder meeting documents, the Company assigned Securities Depository Center (Thailand) Co., Ltd., which is the Company’s share registrar, to send letters of invitation to 2022 annual ordinary shareholder meeting to shareholders 7 days in advance of the meeting date, which was longer than the document delivery time period prescribed by law, to give shareholders opportunity more time to study the information.

  • On the meeting date the Company facilitated shareholders in exercising the right to participate in the meeting and voting, using the vote calculation system of DAP e-Shareholder Meeting and clearly displays the summary of the votes in every agenda.
  • After the 2022 annual ordinary shareholder meeting the Company compiled contents of the meeting comprising meeting agendas, meeting resolutions, voting as well as questions and opinions of shareholders and prepared as Minutes of 2022 annual ordinary shareholder meeting” for dissemination on the Company’s website.
  • Shareholders can watch the video recording of the meeting via webcast on the Company's website.
  • The Company prepared of the minutes of the Shareholders' meeting in both Thai and English for publication on the Stock Exchange of Thailand and the Company's website within 14 days from the meeting date and submit a copy of the minutes of the shareholders' meeting through the SET within the specified time.
1.3 Prevention on limitation of shareholders’ opportunity to study data and information

Board of Directors encouraged shareholders’ exercising of rights and did not limit shareholders’ rights by disclosing information through the Company’s website in advance. In 2022 annual ordinary shareholder meeting, the Company did not make sudden distribution of documents with additional significant information, no additional meeting agenda or change in significant information was made without notifying shareholders in advance.

  • The Company has provided independent legal advisors to perform the duties of ensuring that the meeting is transparent comply with the law and the company's regulations.
1.4 Facilitating shareholders in exercising of their rights
  • The Company facilitated shareholders and proxies in registration to participate in the shareholder meeting to register (Pre-Register) from April 4, 2022, by attaching a manual for the electronic conference system (DAP e-Shareholder Meeting) in the attachment of the invitation letter.
  • The Company uses the vote calculation system of DAP e-Shareholder Meeting and clearly displays the summary of the votes in every agenda.
  • The Company notified shareholders of rules and procedures for participation in shareholder meeting in the letter of invitation to the meeting, and on the meeting date the meeting convenor notified shareholders of rules adopted in the meeting and voting and resolving steps, and recorded such notification on rules and voting and resolving steps in minutes of all shareholder meetings.
  • The Company also gave shareholders opportunity to exercise the right to visit the Company and to receive updated data and information through the Company’s website on regular basis.
1.5 Allocation of time and opportunity for shareholders to express their views
  • The Company has provided opportunities for shareholders to attend the meeting after the meeting has started are entitled to vote only on the agenda that the meeting has not yet resolved.
  • The Company gave shareholders opportunity to make enquiries on matters related to meeting agendas or the Company and make comments. Chairman of Board of Directors enquired the meeting in each and every agenda item and recorded enquiries on matters related to meeting agendas or the Company and comments made by shareholders including explanations of Board of Directors and/or executives in minutes of the shareholder meeting.
  • The Company arranged to have audio recording made in shareholder meeting and disclosed essential details of enquiries during the meeting in the minutes of shareholder meeting for subsequent references and enabled shareholders who could not participate in the meeting to follow up on the details.
1.6 Participation in shareholder meetings by Board of Directors

Board of Directors placed importance on and respected the rights of shareholders in organizing 2022 annual ordinary shareholder meeting. The meeting was participated by 11 members of Board of Directors, representing 100%, which could be summarized that the Company still developed organization of 2022 annual ordinary shareholder meeting strictly in accordance with established guidance of good corporate governance on continuous basis.

Board of Directors took into consideration equitable treatment to shareholders and, therefore, prescribed policy facilitating minority shareholders as follows.

  • The Company gave opportunity to and facilitated one or several shareholders jointly holding, in aggregate, at least 100,000 shares continuously at least 12 months from the date of shareholding up to the date of proposing a matter to be included in meeting agenda items, by preparing rules for consideration for dissemination through the information system of Stocks Exchange of Thailand and the Company’s website 3 months prior to the date of 2022 annual ordinary general meeting of shareholders (from 28 November 2021 to 31 January 2022). The Company Secretary performed the duty to compile the meeting agendas and present to independent directors for preliminary consideration. If independent directors considered and found the agendas appropriate, the agendas would be further presented to Board of Directors meeting in February 2022 to consider issuing as agenda items for the ordinary shareholder meeting. It turned out that in 2022, no shareholder proposed any agenda item in advance.
  • The Company gave opportunity to and facilitated shareholders wishing to nominate persons with suitable qualifications to hold director’s office in advance, by preparing rules for consideration for dissemination through the information system of Stocks Exchange of Thailand and the Company’s website 3 months prior to the date of 2021 annual ordinary general meeting of shareholders (from 28 November 2021 to 31 January 2022). The Company Secretary performed the duty to compile information supporting consideration on qualifications and consent consent granted by nominees and presented to Nomination Committee for consideration of qualifications of persons nominated by minority shareholders in accordance with nomination process established by the Company. If Nomination Committee considered it appropriate, the Committee would then present to Board of Directors meeting in February 2022 for consideration to present it to ordinary shareholder meeting. It turned out that no shareholder made any nomination in 2022.
  • Board of Directors complied with the policy on shareholders’ right treatment established. Board of Directors meetings were convened strictly in accordance with the agendas without any sudden distribution of documents with additional significant information, and no additional meeting agenda or change in significant information was made without notifying shareholders in advance.
  • Board of Directors encouraged shareholders to use letter of authorization in such form that shareholders could direct voting to be voted for, voted against or abstention, by preparing Letter of Authorization Form B. In addition, the Company prepared Letter of Authorization Form A (general authorization) and Letter of Authorization Form C (for custodian only) to shareholders by disseminating through website on 17 March 2022 for downloading 22 days in advance of the meeting date.
  • Board of Directors facilitated shareholders who could not participate in the meeting personally but wished to exercise their rights to vote by means of proxy. The Company proposed 1 independent director named below to participate and vote on behalf of a shareholder:

    Mr. Chai Jarungthanapibal
    (Independent Director/Chairman of Audit Committee)

As a proxy on behalf of the shareholder to facilitate the shareholder to exercise the right to elect independent directors.

  • Board of Directors gave shareholders opportunity to exercise the right to vote by using the vote calculation system of DAP e-Shareholder Meeting and showing the summary of the votes in every agenda clearly, e.g. consideration for approval of dividend distribution, consideration for approval of auditors’ remuneration determination, consideration for approval of individual director election etc. Details on vote counting were recorded in the minutes of every shareholder meeting for transparency and verifiability in case any dispute should arise subsequently. Measure to prevent unlawful use of inside information by directors, executives and personnel for benefits of their own or others
  • Board of Directors stipulated measure to prevent unlawful use of inside information by directors, executives and personnel for benefits of their own or others in the Code of Conduct covering the use of inside information for securities trading, conflict of interests and confidentiality, by notifying such measure though the Code of Conduct Manual, training and the Company’s website. Moreover, Secretary of Board of Directors was designated to be responsible for notification of information disclosure rules and monitor to ensure that Board of Directors and executives report on possession of securities in accordance with law, including disclosure of information on interests or related transactions of directors and executives.
  • The Company regularly disseminates information to shareholders through the website of the Stock Exchange of Thailand and the Company's website and also provide a channel for shareholders to contact for information or inquiries directly via the email of the Board of Directors. Independent Directors and Investor Relations department.
  • There are regulations enforced within the company on the use of inside information clearly, complies with securities laws and is regularly reviewed in order to achieve fairness and equality for all stakeholders as follows:
    1. To inform directors, executives and employees for the rules and policies related to the use of inside information regularly to ensure that such rules and policies are acknowledged and followed.
    2. Trading of the Company's securities is prohibited during the period one month prior to public disclosure of the financial statements. The Company Secretary will notify the directors and executives of the trading period (Silent Period) during which there is no executive trading shares.
    3. Disclose share’s holdings of directors and executives in Annual Registration Statement/ Annual Report (Form 56-1 One Report) completely as required by the SEC and followed up the results of compliance with the principles of business ethics regarding the use of inside information, directors and executives are required to submit a copy of the change in share’s holding report to the Company Secretary to report to the Board of Directors.
    4. The company has rules and regulations regarding the making of connected reports and transactions between each other in accordance with the regulations of the Stock Exchange of Thailand and the SEC by clearly specifying matters that must be reported to the Board of Directors or shareholders including being careful not to make connected transactions or in violation of or not complying with the regulations of the Stock Exchange of Thailand or the SEC.

The Company recognizes and places importance on the rights, not just only those specifically required by laws, of all groups of stakeholders. In the previous year, the Company considered re-identifying stakeholders and stipulated as a policy to be consistent with the good corporate governance policy. Stakeholders of the Company are divided into 8 groups as follows.

  1. Personnel and their families;
  2. Customers and creditors;
  3. Shareholders;
  4. Business partners;
  5. Analysts, investors and financial institutions;
  6. Competitors;
  7. Communities, society and the environment;
  8. Government agencies and organizations concerned.

Board of Directors stipulated policies and measures on stakeholder treatment as follows:

1. Personnel and their families

Policy on personnel and their family treatment

  1. The Company remunerates personnel based on their achievements fairly and measurably, for example, monthly remunerations, overtime pay, annual bonus, life and health insurance, provident fund etc.
  2. The Company emphasizes on promoting and developing personnel to gain knowledge and capabilities on continuing basis, for example, organization of trainings and seminars for executives and personnel of all levels, etc.
  3. The Company treats all personnel fairly and equally, for example, personnel’s performance evaluation, employment record confidentiality and personnel’s exercising of rights etc.
  4. The Company chiefly takes into consideration rights of personnel and gave personnel opportunity to make complaints in case of unfair treatment through various channels, e.g. comment box, personnel resource section in charge of the matter, etc.
  5. The Company has the duty to arrange the work environment in a safe and sanitary manner and favorable to effective work performance.
  6. The Company respects the individuality and human dignity not involved in human rights violations.
2. Customers and creditors

Policy on customer treatment

  1. The Company has the duty to create long-term relationships and cooperation with customers, holding on integrity, reliability and trust between each other.
  2. The Company has the duty to give optimal satisfaction to its customers by primarily being responsible, attentive to and placing importance on problems and requirements of customers and requiring all executives and personnel to comply with the following measures.
    • Insist on presenting and delivering products with standards and qualities which meet customers’ requirements.
    • Comply fully with all conditions agreed with customers.
    • Quotations and commercial conditions given to customers in the same group must be equitable.
    • Provide customers with accurate and truthful information on qualifications and qualities of products to create trust and fairness to customers of the Company.
    • Prepared to respond to customers’ questions including to take action on complaints, suggestions and follow up on progress on various issues received from customers.

Policy on creditor treatment

The Company has a policy to treat trade partners equitably and fairly taking into consideration optimal benefits of the Company and based on fairness to both parties, avoiding situations giving rise to conflict of interests, complying with commitments, giving truthful information and accurate reports, strictly complying with all conditions agreed with trade partners, and must give advance notice in case it is not possible to comply with any condition in order to jointly consider identifying solution thereof. Rules for selection of trade partners covering 6 aspects as follows.

  1. Financial status;
  2. Competencies and experiences;
  3. Technical capabilities;
  4. Complaint-related records;
  5. Conflict of interest/related transactions;
  6. Anti-corruption policy and policy on quality.

The Company has a policy to strictly comply with all conditions, promises and commitments agreed with creditors, whether being objectives, expenditures, repayment, maintenance of collateral quality and any other matter agreed with creditors. The Company shall urgently notify creditors in case it cannot comply with any condition in order to jointly consider identifying solution thereof. The Company is determined to maintain sustainable relationships with creditors and trust of each other by stipulating guidelines for fund management to create tough stability and prevent the Company from falling into a difficult situation to perform obligations to creditors, and place importance on financial liquidity management by making a clear and punctual debt settlement plan.

However, Board of Directors emphasizes on financial liquidity monitoring, planning and controlling appropriate to the Company’s financial activities, with capability assessment process to prevent significant risks of all aspects, under both normal and critical situations.

3. Shareholders

Policy on shareholder treatment

  1. The Company has the duty to protect and respect shareholders’ basic rights, i.e. the right to trade or transfer shares, the right to profit sharing of the business, the right to receive adequate information on the business, the right to participate in shareholder meetings to elect or withdraw directors, election of auditors, allocation of dividends, prescription of or amendments to Articles of Association or Memorandum of Association, capital decrease or increase, approval of special transactions, etc.
  2. The Company has the duty to promote and encourage shareholders to exercise their rights on various matters in annual ordinary shareholder meetings, i.e. the right to propose shareholder meeting agendas in advance, the right to submit questions to the meeting in advance, the right to express opinions and make questions to the meeting, etc. through the Company’s website.
  3. The Company must not commit any act infringing or limiting shareholders’ rights.
  4. The company has to treat shareholders with honesty. as well as making decisions on any action with discretion and fairness for the utmost benefit of the shareholders as a whole, presenting reports, operating results, financial information and other reports on a regular and complete basis, truthful and timely by informing all shareholders equally.
4. Business partners (trading partners)

Policy on treatment of business partners (trading partners)

  1. The Company has the duty to create good relationships with all trading partners.
  2. The Company has the duty to give all trading partners opportunity to present goods/services equitably by requiring executives and personnel involved with trading partners to comply with the following measures.
    • Must treat trading partners honestly and equitably
    • Considerations and decisions must be based on comparison of qualities and various conditions, taking into account short- and long-term benefits of the Company.
    • Keep confidential trading partners and must not accept any bribe or commission from trading partners and must not disclose information or proposals of one or several trading partners to other trading partners, directly or indirectly.
    • Promote business operations with social, community and environmental responsibilities including a responsible purchasing process (Ethical Sourcing) and respecting human rights (Human Rights).
5. Analysts, investors and financial institutions

Policy on treatment of analysts, investors and financial institutions

  1. The Company gives analysts, investors and financial institutions opportunities to take note of information of the Company’s operation and trends of its future operation results as appropriate and in accordance with legal conditions and good corporate governance on information disclosure.
  2. The Company shall facilitate by preparing information and introducing the Company’s investments to investors through the Company’s website.
6. Competitors

Policy on competitors

The Company operates business under fair competition rules, does not seek confidential information of trade competitors by dishonest or inappropriate method and refrains from committing any act destroying trade competitors’ reputation with defamatory accusation without facts and against the business etiquettes.

7. Communities, society and the environment

Policy on communities, society and the environment

The Company strived on taking part in social development on continuing basis and established Major Care Foundation with a view to mobilizing funds for assistance of disadvantaged people and all aspects of social development by promoting activities for the society, public benefits and education. From the Parent Company’s business operation, which provides much entertainments relating to the society and the Company’s emphasis on environmental conservation, the Green Cinema Project was established as a campaign to arouse senses of personnel’s and customers’ senses of environmental conservation conscientiousness and worthwhile resource utilization as per the conceptions on Reuse, Recycle and Reduce to give less interference to the earth, both in respect of environmental conservation and energy saving in daily live, good responses to which were received, whether by means of changing from plastic straws to earth-conservation straws using natural products, or educating and placing waste separating bins at various spots in branches providing services, etc. To prevent the business operation from generating impacts upon communities, society and the environment, the Company emphasizes on operating the business strictly in compliance with applicable laws, rules, regulations and standards by supporting education and organize environmental conservation activities on continuous basis to promote and arouse conscientiousness of all executives and personnel on corporate environmental and social responsibility.

Additional details on safety, stability, occupational health, the environment and energy policy may be found at the Company’s website (www.majorcineplex.com)

8. Government agencies and organizations concerned

The Company strictly complies with applicable laws on various aspects, whether being the environment, safety, labor, taxation and accounting, including rules, regulations and notifications of the authorities applicable to the Company’s business operation.

As at 31 December 2022, the Company has not violated laws on labor, employment, commercial competition and the environment. Apart from the above-mentioned guidelines, Board of Directors determined guidelines on other aspects relating to social responsibility and protection of stakeholders’ interests as follows.

Policy and practices on Privacy

The Company is committed to manage Personal Data Protection Management, which is personal information of customers, partners, employees and complying with various regulations as required by law including strict supervision in terms of documents and operating systems to keep personal information of customers, partners, employees safe, stable and transparent to support the enforcement of the Personal Data Protection Act B.E. 2562 that is enforced Within the year 2022, the Company has taken the following actions:

  1. The company has appointed a committee to protect personal data of the organization in order to take care of and prepare various plans by analyzing and improving work processes set policies and procedures as required by law The Board of Directors consists of executives and employees with knowledge, ability and experience in technology.
  2. The Personal Data Protection Committee is responsible for establishing policies and action plans related to the protection of personal data in order to be a standard for the Company's work and in accordance with the law.
  3. To supervise, give an advice, support, promote and review policies to lead to practice, the formulation of measures about setting objectives, notification conditions, obtaining consent Data collection, data usage or disclosure of personal data required by law.
  4. The Personal Data Protection Committee has appointed a Data Protection Officer (DPO) who has the authority to oversee and investigate the collection, use or disclosure of personal data including risk assessment handling complaints.
  5. The company set up a high standard security system in terms of technology and procedures to prevent the theft of confidential information and develop personnel at all levels to ensure that it has standard information security with various measures for example firewall and intrusion detection software installation, Data Encryption technology, Scan Virus software installation to effectively protect against viruses including setting the level of authorization (Level of Authorization) which is open to learn more details at the personal information security policy on the website, Facebook and LINE application / company.

In addition, the Company has provided training to educate employees about the security of personal information, including the introduction of the security of personal information as part of the performance evaluation of the relevant employees. For more details of the information security policy on the Company's website: https://www.majorcineplex.com/news/privacy-policy

Personal Information Security Statistics

2020 2021 2022
no. of complaints on the leakage of personal information 0 0 0
no. of complaints on the leakage of personal information from regular 0 0 0

Procedures after the impact on personal data

The Company has clear procedures in place to deal with personal data breaches which in the event of an impact on the data. The internal audit department and data protection team will conduct root cause investigations and establishing a risk management plan to reduce the risk of an incident affecting personal data and has notified the Personal Data Protection Committee and continuously reports to the Committee to prevent future data breaches.

Policy and practices on intellectual properties

The Company operates the business under law governing intellectual properties whether in respects of copyrights, patents or other aspect of intellectual property prescribed by laws, for example, use of properly copyrighted computer programs, etc. Consequently, use of various achievements within the Company shall be verified to ensure that the use thereof shall not infringe others’ intellectual properties.

Policy and practices on human rights

The Company respects basic human rights all people are equitably entitled to and, therefore, supports all personnel to have individual rights, freedom and equality without infringement or abuse of all forms, and fair employment and shall not get involved with any act against human right principles.

The Company respects the human rights and supports international human rights principles and goals such as the Universal Declaration on Human Rights and the Declaration of Fundamental Principles and Rights at Work of the International Labor Organization, etc. The company takes care that its business is not involved in human rights violations for example not support forced labor, against child labor and set up working hours according to the law, labor respect and treat all stakeholders fairly on the basis of human dignity, not discriminate against origin, race, sex, age, skin color, religion, physical condition, family status, encourage monitoring of human rights compliance within the company and encourage subsidiaries, joint ventures, business partners and all stakeholders to comply with human rights principles in accordance with international standards, protect the rights of stakeholders who have been damaged by eliminating the infringement of their rights from the Company's business operations by considering compensation for damages not lower than the rate prescribed by law.

Additional details on business responsibility towards human right respect policy may be found at the Company’s website (www.majorcineplex.com)

Policy on communities, society and the environment

The Company strived on taking part in social development on continuing basis and established Major Care Foundation with a view to mobilizing funds for assistance of disadvantaged people and all aspects of social development.

Policy and practices on anti-corruption

To ensure that directors, personnel and any person acting on behalf of the Company Group operate the business properly, transparently, fairly and verifiably consistent with laws and business etiquettes, the Company stipulated policy and practices on anti-corruption. Board of Directors designated audit directors to be in charge and determine practices on anti-corruption. The Company stipulated policy and practices on anti-corruption in the regulations for processing of complaints or corruption traces and complainant protection.

Practices on anti-corruption

Whoever being aware of any matter or trace of corruption may submit complaint or the traces through complaint or trace submission channel. The Company encourages complainants to reveal themselves to the agency receiving the complaints. Said agency shall give protection to complainants or whistleblowers, and the information shall be kept confidential and not disclosed to anybody not involved, and the agency in charge shall compile, screen and examine the complaints or traces in accordance with steps. If the investigation concluded that the accused did commit the offense, the penalty shall be in accordance with polices, rules and regulations of the Company Group and majority votes of the offense investigation subcommittee as well as penalties under other laws. Chief of Internal Audit Unit shall report on results of the corruption case to Audit Committee regularly every month.

In addition, the Company, with cooperation among agencies, i.e. Organization Sustainability Agency, Internal audit Agency and Human Resources Management Agency, organized anti-corruption guidelines training project, which is a continuing Project since 2019, to educate personnel at managerial and operative levels on good corporate governance principles and business etiquettes and risks on occurrences of corruption for awareness of the significance of ethical work performance, risk issues on occurrences of corruption and risk control to prevent corruption and strengthen the organization by setting good examples for others to follow, and encouraging personnel to help watching, preventing and monitoring corruption.

No Gift Policy

Gift receiving and giving, entertainment or any other benefit may be a starting point of opportunity for occurrence of corruption. The Company, therefore, stipulate practices as per the policy on anti-corruption regarding gift receiving and giving, entertaining or any other benefit applicable all over the organization for personnel of the Company Group to strictly comply with by refraining from demanding/receiving gifts, entertainment or any remuneration from those operating business jointly with the Company Group to prevent hesitation in the performance of their duties, discrimination or any action giving rise to conflict of interest, and communicates to third parties participating in the Company’s business operation for their information to maintain the Company’s performance to be in transparent, honest and lawful manner.

Additional details on business etiquettes may be found at the Company’s website (www.majorcineplex.com).

Complaint or trace submission channel

The Company has Audit Committee and Agency to provide advice and receive complaints on moral principles and ethics by receiving complaints, compiling and searching, and there is a committee to consider making decision on the matters. Information on the complainants, the accused, the complaints, witnesses shall be kept confidential. Personnel as well as stakeholders of all groups may submit complaints directly to the following addresses.

1. By mail, addressing to either of the following :

  • Chairman of Corporate Governance Committee (independent director)
  • Chairman of Audit Committee (independent director)
  • the Company’s Secretary

By sending to the Company Head Office address

  • Major Cineplex Group Public Company Limited
  • 1839, 1839/1, 1839/6 (Floor 8), Phahonyothin Road,
  • Khwaeng Latyao, Khet Chatuchak, Bangkok 10900

2. E-mail : auditcom@majorcineplex.com

Whistleblowing Notice-Policy

The company provides fairness and protection to those who deny corruption by stipulating measures to protect those who reject corruption as follows;

  1. Concealing such matters as confidential and disclosed to unrelated parties.
  2. Prohibiting supervisors for direct and indirect coercion.
  3. Do not take the cause into consideration for any punishment, no position reduction or provide a negative result to those who reject the corruption in all cases, even if the denial of that corruption will cause the company to lose business opportunities.
  4. If the supervisor of the person who denies the corruption uses the reason that the person refuses corruption to the practical way then the company considers that supervisor violating the anti-corruption policy of the company which must be considered as appropriate punishment.
    Additional details on anti-corruption policy may be found at the Company’s website (www.majorcineplex.com)
4.1 Good corporate governance policy implementation results
  • In 2022 the Company disclosed information of the Company, both financial and non-financial, as per rules stipulated by SEC and Stocks Exchange of Thailand properly, completely, timely and transparently through the on-line system of Stocks Exchange of Thailand and the Company’s website, and was never punished by SEC or Stocks Exchange of Thailand for Improper disclosure of information.
  • Moreover, the Company disclosed all information disclosed to Stocks Exchange of Thailand, including other information of the Company, through the Company’s website and updated the information regularly, in both Thai and English versions. The Company disseminated annual report within 120 days of the end of the fiscal year for information of shareholders and stakeholders equitably.
4.2 Remunerations of directors and executives

Remuneration Committee stipulated a policy on remunerations of directors, Chief Executive Officer including high-level executives for 2022 as follows.

Policy on remunerations of directors, Chief Executive Officer and high-level executives

  1. In paying remunerations for directors, Chief Executive Officer and high-level executives, consideration shall be made on appropriateness to duties and responsibilities being assigned, justice and adequate persuasion, comparison with remunerations of directors in listed companies in Stocks Exchange of Thailand in similar industries and businesses, including operation results, business environment and overall economic conditions.
  2. Remuneration Committee shall provisionally consider and present to Board of Directors for consideration and approval and present to annual ordinary shareholder meeting for further consideration and approval of maximum remunerations in each year and determination of remunerations for individual positions.
  3. However, Remuneration Committee shall comply with resolutions of ordinary shareholder meeting approving the amount and details of remunerations by disclosing in the annual report. Moreover, disclosure shall include remunerations received by directors from performance of other duties for the Company, for example, consultants and including that received from being directors and performance of other duties, e.g. consultants in subsidiary companies.
  4. In determining remunerations, directors performing duties in the Management and receiving remunerations in the form of salaries from the Company shall be separated and shall not be entitled to remunerations of directors.

Remuneration Committee considered presenting the amount and details of directors’ remunerations to Board of Directors meeting and 2022 annual ordinary shareholder meeting for approval of directors’ remunerations determined in the amount not exceeding 12.58 million Baht per year to directors who are not personnel and executives. Details are in the subject heading of remunerations of directors and executives. However, directors of the Company who are directors of subsidiary companies shall not receive remunerations from subsidiary companies.

4.3 Report of Board of Directors

The Company prepared report on responsibilities of Board of Directors to financial report presented together with the auditor’s report. Details are in the subject heading of responsibilities of Board of Directors to financial reports.

4.4 Roles and duties of Board of Directors and committees

Board of Directors performed duties in management of the Company’s business in accordance with laws, Articles of Association as well as resolutions of shareholder meetings honestly and carefully safeguarding optimal benefits of shareholders. Moreover, Board of Directors appointed committees to help studying details, monitor work performance and screen various works assigned.

4.5 Relationships with investors

Board of Directors has a policy on disclosure of significant information of the Company properly, completely, reliably, adequately, timely and transparently, including general information which are important and may impact upon the price of the Company’s securities, by designating an agency in charge of Investor Relations to act as representative in communicating with institutional investors, shareholders including general analysts and government sector concerned. The information can be viewed from the Company’s website, which is used as a channel for dissemination of various information such as information on the Company, information on the business, financial information, Company’s news effecting decision to invest, news given to Stocks Exchange of Thailand, news on activities of the Company, details on organization of shareholder meetings, etc., which shall enable investors to follow up on the Company’s information more conveniently.

The Company prepared a brief investor relations plan and said plan may be subject to changes occasionally and as appropriate. Details are as follows.

  1. Regularly organize 1 analyst meeting per quarter. In case analysts require additional information on other matters, the Company shall invite them to meet the Investor Relations Department on a case-by-case basis.
  2. Organize Roadshow abroad at least once a year.
  3. Participate in booth activities in exhibitions organized to disseminate and provide information to investors, e.g. Stocks Exchange of Thailand, Securities Analyst Association and other organizations.

In 2022, due to COVID-19 situation the Company organized activities for analysts and investors periodically in Virtual Conference form as follows;

Type of Activities No.of Events
Provide information to Analysts, Fund and Shareholders 85
Conference call with International fund 48
Meeting Investor, Fund Manager and Analyst 222
Site Visit for Shareholder and Analyst 2
International and Domestic Road Show 3

In 2022, the Company arranged one press announcement on the business result and business plan of 2022. And also provided news to the media informing business progress as well as other marketing events through the year.

In addition, the information is provided in several channels such as IR line : 02 511 5427 ext. 893, 275 , Corporate website, one-on-one meeting, group meeting and site visit.

5.1 Policy on Good Corporate Governance

Board of Directors intends to supervise the business by adhering to good corporate governance principles, which enable work management and operation to be carried out efficiently, transparent and verifiable, and resulted in the Company’s enhancing its competitiveness and values to shareholders on a long run as well. Board of Directors and the Management stipulated good corporate governance as a written policy and Board of Directors approved said policy, details of which are as follows.

  • Taking into consideration rights of shareholders and granting rights to shareholders in various matters, e.g. to have the right to propose shareholder meeting agendas in advance and to nominate candidates for election as directors, etc., and refraining from committing any act infringing or depriving rights of shareholders.
  • Treat all shareholders, investors, stakeholders and parties concerned equitably and fairly.
  • Disclose information to shareholders, investors, stakeholders and parties concerned correctly, adequately, thoroughly, equitably and within such time as fixed through appropriate channels to enable shareholders and parties concerned to access the information conveniently, e.g. through the Company’s website, etc.
  • Perform duties and responsibilities of Board of Directors in supervising and managing work honestly, morally, cautiously and carefully to achieve the Company’s goals and optimal benefits to the Company and shareholders, and take care to prevent conflicts of interests.
  • Administer work transparently under internal control and audit system.
  • Risk control and management shall be at such level appropriate to the Company’s business operation.
  • Operate the business honestly under the framework of laws and business etiquettes.
5.2 Board of Directors structure
  • Board of Directors comprises 11 directors with assorted qualifications, in respects of skills, experiences and specialty beneficial to the Company, regardless of genders, religions, nationalities including devotion of times and efforts to perform duties to strengthen Board of Directors.
  • Board of Directors chiefly takes into consideration transparent and verifiable work management. Consequently, Chairman of the Company is an independent director and is not the same person as the Chief Executive Officer or Managing Director.
  • As for director nomination process, Board of Directors stipulated formal procedures and adhered chiefly to transparency principle without influences of shareholders with controlling power or the Management, i.e. Nomination Committee shall nominate candidates to directors’ offices by selecting suitable candidates taking into consideration their competences, capabilities, work experiences etc. to meet obligations of Board of Directors and/or committees, and once suitable candidates are selected, they shall be presented to Board of Directors for consideration and election as directors.
  • Board of Directors arranged to have list of members of Board of Directors and committees disclosed by their individual names, positions, ages, educational backgrounds, ratios of shareholding in the Company, work experiences and relations between executives, through various channels and in the annual reports and the Company’s website.
5.3 Leadership and visions
  • Board of Directors has leadership and independence in making decision for optimal benefits of the Company and shareholders as a whole. Board of Directors clearly divides roles of Board of Directors and the Management, where the Management shall find information supporting consideration and Board of Directors shall consider various matters.
  • Board of Directors anticipates the Company’s business to be stable with sustainable business success in the long run, and review and stipulate jointly with the Management visions and obligations appropriate to changing circumstances, and also stipulate targets, business plan and budgetary plan, taking into consideration optimal economic value increase and long-term stability of the Company and shareholders regularly every year, and perform duties in supervising and monitoring operation of the Management to ensure compliance with the business plan efficiently and effectively.
  • Board of Directors supported corporate governance system in work management within the organization. Consequently, Board of Directors is a leader in stipulating guidelines for good corporate governance, ethical principles, measures and steps for approval of related transactions with associated companies or parties which may have conflicts, including clear division of scope of authorities between shareholders and Board of Directors, Board of Directors and executives and committees, to create checks and balances and enable free auditing between each other.
5.4 Conflict of interest
  • The Board of Directors shall consider related transactions which may cause conflict of interest between shareholders, directors and the Management cautiously, honestly, reasonably and independently within good ethical frame, as well as complete disclosure of information chiefly for benefits of the Company as a whole, by adhering to strictly complying with rules and procedures as per announcements, orders or requirements of Securities Exchange of Thailand, and require Audit Committee to comment on necessity and appropriateness of such related transactions.
  • Board of Directors stipulate measures and steps on approval of related transactions with associated companies or parties with possible conflicts by prohibiting stakeholders, directly or indirectly, from taking part in considering the transactions, and requiring Audit Committee to participate in consideration of the transactions and comment on necessity and reasonableness of the proposed transactions for optimal benefits of the Company, and disclosing the related transactions in notes to financial statement in accordance with generally accepted accounting principles in the annual report.
5.5 Business etiquettes
  • Board of Directors prepared Code of Conduct for executives and personnel for all executives and personnel to use as guidelines for their performance of duties and to regularly and strictly comply therewith, covering business operation honestly and faithfully, equitable and fair treatment to stakeholders, prevention of infringement to stakeholders, conflict of interest, confidentiality and abuse of information, as well as reception of bribes, gifts and rewards. Internal Audit Department was designated to monitor and audit compliance with this Code of Conduct.
  • Board of Directors shall monitor and ensure that the Company’s business operation, performance of duties of directors, actions of the Management and work performance of personnel adhere to good morals and ethics in addition to Articles of Association and applicable laws.
5.6 Balance of power for non-executive directors
  • The Board of Directors structure comprised 7 non-Executive and Independent Directors, 3 non-Executive Directors and 1 Executive Director. As of 31 December 2022, the Company had 11 members of the Board of Directors.
5.7 Integration or segregation positions for managerial balance of power

The Board of Directors clearly divides scopes of roles and responsibilities among the Board of Directors, executive committee, audit committee, nomination committee, remuneration committee and chairman of executive committee , as well as the chair man of board with a clear stipulation that shall not be the same person as the Chairman of the Executive Committee or Chief Executive Officer not have any relations with the management in order to prevent any executive to have unlimited, check and balance management.

The Chairman of the Board of Directors performs his duties and responsibilities as the Chairman of the committee including being the Chairman of the Annual General Meeting of Shareholders to conduct the meeting properly and transparently. The chairman also provides adequate and equal opportunities for the meeting attendees to question and express their opinions or suggestions as well as letting the attendees to take participation in discussing and voting for the significant issues.

Chief Executive Officer performs his duties and responsibilities in managing the company’s operation; business plan, investment plan and annual budget plan to present to the Board of Directors for approval. The chairman’s duties also include supervising and controlling the company’s policies to achieve the preset goals.

5.8 Role and responsibilities of the Board of Directors
  • In 2022, the Board of Directors reviewed and approved significant operational matters and directed the management to efficiently implement the policy and effectively manage the budget.
  • The Board of Directors reviewed the approved written good corporate governance policy at least once a year.
  • In 2022, The Board of Directors reviewed the Good Corporate Governance policy for 4 times on 11 February 2022, 12 May 2022, 11 August 2022 and 9 November 2022
  • The Board of Directors prepared and distributed the Code of Ethics in writing to directors, executives and employees; and reviewed other ethics for directors, executives and employees to understand ethical standards applied to its business operation. The Board of Directors assigned the internal audit department to monitor the execution of such standards.
  • The Board of Directors provided financial statement control and regulations implementation. The internal audit department independently performed its duty in monitoring the implementation of these regulations and control measures and reviewed the system at least once a year.
  • The Board of Directors is focus on operating with integrity, morality, ethics, compliance with transparency, responsibility and accountability to ensure regular and sensible business conduct. It also pushed for an Anti-Corruption Policy in writing for management and staff to acknowledge and observe in their work, and was publicized for all stakeholders to acknowledge and observe. In addition, as the Company applied for Anti-Corruption Program with the Private Sector Collective Action Coalition against Corruption (CAC), the Company had its declaration on 18 February 2020 and certified on 1 July 2022.
5.9 The Board of Director’s meeting
  • The Board of Directors convened at least 4 times a year and arranged the meeting in accordance with the company’s rules, the Public Limited Company Act B.E. 2535 and SET’s regulations. The chairman of the Board of Directors, in the capacity of the meeting chairman, shall promote prudence in any consideration, provide sufficient time for the management to present significant information and for directors to discuss the matter. Meeting minutes for every meeting was made for future reference and checking. The directors are responsible for attending every meeting of the Board of Directors except in case of extreme necessity.
  • Before the Board of Directors meeting in 2022, At the end of the year 2021 the Company’s Secretary prepared meeting agenda for the Board of Directors to be able to schedule themselves all the year round. The board of director secretary shall prepare the whole year meeting agenda and matters to be considered in each meeting in order to provide sufficient detailed information.
  • In each meeting in 2022 the Company’s Secretary will send meeting agenda and related information were distributed to the directors 7 days prior to the meeting date to provide sufficient time for the directors to study and discuss important issues.
  • The meetings were strictly held in compliance with the company’s rules and regulations, and the Public Limited Company Act B.E. 2535. by allowing directors to discuss the matter carefully, and the meeting must have directors attending the meeting at least 2 out of 3 of the total number of directors to constitute a quorum, thoroughly and the company’s secretary and legal advisor to attend meetings and take notes, questions, and recommendations of the committee. Other directors and related parties to track and monitor them.
  • The Company has the policy to allow non executive directors to hold a meeting to discuss management issues in focus without attendance of the Management at least once a year, report to the Chief Executive Officer for the result of such meeting. In 2022, The Board of Directors meeting without director who is appointed from the Company’s management was arrange 1 time on 17 February 2022.
5.10 Self assessment of the Board of Directors

The company’s secretary prepared criteria for self assessment of CG Self Assessment for the Board of Directors’ and sub-committee to considerate for Board evaluation and self-assessment at the end of every year to determine and correct the problem as well as improve the efficiency and effectiveness. The self assessment as referred to 6 topics:

  1. The structure and qualifications of the Board of Directors.
  2. Duty and responsibility of the Board of Directors.
  3. The Board of Directors’ meeting
  4. Performance of directors.
  5. Relationships with the management.
  6. Self-development of directors and management development.

In 2022, the Board of Directors and CEO performance evaluation result as follows;

  • The Board of Directors performance evaluated by the team of the director was reported at 97.49% which is an excellent score.
  • Performance evaluation of Self- Assessment of committee as a whole was reported at 98.94% which is excellent score.
  • Performance evaluation of Self- Assessment of the board of directors and of committee members on an individual basis was reported at 99.30% which is excellent score.
  • The evaluation of the performance of the Chief Executive Officer for the year 2022, was separately evaluated by the director and brought to the meeting for discussion. The final score was reported at 99.85% which is considered as excellent performance.
5.11 Directors and executives development
  • The Board of Directors encouraged and provided training opportunities for the company’s directors and members of committees to further improve their ability to perform their tasks. The company has 10 directors attended courses Director Accreditation Program (DAP) and/or Director Certification Program (DCP) organized by the Thailand Institute of Directors.
  • The company’s secretary prepared directors guidebook and criteria on information disclosure, profile, shareholdings, changes to shareholding of directors, etc. and distributed to new directors.

Percent of Y2022 Seminar record for directors attended is 100%.

5.12 New Director Orientation

The company has provided the new director with orientation. The company secretary is assigned to manage and prepare the orientation document, including; general information of the company, company overview, shareholder structure, corporate management structure, director guidelines and meeting agendas to inform the new director about their roles, duties and responsibilities as well as to acknowledge them about the company’s policies and regulations, the comprehension of management and operation and the explication for any inquiries. The company also provided an opportunity for the new director to visit each department for more understanding and preparing for their duties.

5.13 Succession Plan

The company has sourced person who have ability to work in order to substitute available positions as well as new positions that might be occurred following to the company direction in the future. The company has created opportunities to the new business to build trust to investors and staff that the company operation will be consecutively and promptly continue by the following plan.

In case the position of director is available, nominating and remuneration committee will consider person from deputy director which currently have 1 person or might be consider and select from external candidates who talented, experienced and qualified, then submit to board meeting and annual general meeting respectively.

In case the position of chief executive is available, human resources management will nominate successor according to the plan; for the executive from director level upwards which was specified to be a successor. Besides, in case there is no suitable staff who appropriate and able to work, there will be system to develop staff in follow level to prepare or sorting and choosing qualified external candidate. Human resource management will determine the process of succession plan as follows.

  1. Specify important positions that are necessary to have Succession Plan, for example; there will be executive who will be retiring within 3-5 years etc.
  2. Analyst and assign competency of executives and staff in level of Chief, Director and Department Manager for positions that require Succession Plan.
  3. Assign criteria for recruiting, selecting and promoting staff positions.
  4. Search and evaluate the pool of candidate from the basic data of the Human Resources Management Department.
  5. Establish department training plan or positions that will create succession plan
  6. Establish and operate training to develop Pool of Successors as Group / Individual development plan
  7. Follow up development and operation result of Pool of Successors according to specified indicator.
  8. Promotion
  9. Summarize result of operating succession plan and report succession plan to board at least 1 time per year.
5.14 Committees

Details on committees are shown under Heading Management structure, Part 2 of the Annual Registration Statement/ Annual Report 2022 (Form 56-1 One Report).

5.15 Nomination and election of directors, independent directors, audit directors and high-level executives

Details on committees are given under Heading Management structure, Part 2 of the Annual Registration Statement/ Annual Report 2022 (Form 56-1 One Report).

Board of Directors

In 2022 Board of Directors organized a total of 6 meetings convened strictly in compliance with Articles of Association and Public Limited Company Act B.E. 2535. The Board participates in setting the Company's vision, policies, goals, business plans and budgets and also taking into account ethics and the impact on stakeholders in addition to financial performance which has been reviewed and approved in the past fiscal year as well as to supervise the management to perform according to the plans, strategies and budgets with efficiency and effectiveness. The meeting agendas and relevant information were sent to directors to study and consider averagely 7 days in advance of the meeting date, and directors were allowed to discuss significant issues cautiously and thoroughly. Secretary of Board of Directors and legal advisor participated in the meetings and recorded minutes of the meetings, enquiries and recommendations of directors for directors and parties concerned to pursue and examine.

Executive Committee

During 2022 Executive Committee performed duties in managing the Company’s business, considered stipulating policies, business plan, investment plan and 2023 annual budgetary plan of the Company for presentation to Board of Directors for approval, supervision and control to ensure achievement of the targets of the work plan approved by Board of Directors and as assigned by Board of Directors, and reported on the Company’s operation results of each quarter of 2022, including the annual operation results to Board of Directors meetings for information.

Nomination and Remuneration Committee

Duties in respect of nomination

During 2022 Nomination and Remuneration Committee performed duties in nominating 3 directors vacating office at the end of their term in 2022 annual ordinary shareholder meeting, taking into consideration qualifications, knowledge, capabilities, experiences relating to the Company’s business operation, good working records, including ethics, and since all 3 directors vacating their office were found appropriate the Committee proposed to Board of Directors meeting that they be re-elected to their offices for another term, and the annual ordinary shareholder meeting considered approving as proposed.

Duties in respect of remuneration

Nomination and Remuneration Committee performed duties in determining remunerations for directors of the Company who were not personnel and executives and stipulated details on allocation of remunerations to directors for 2022, taking into consideration appropriateness to their assigned duties and responsibilities and comparability with remunerations of directors in listed companies of Stocks Exchange of Thailand with similar business size, as well as operation results, achievements, business environments and overall economic conditions, and presented to Board of Directors Board of Directors meeting and annual ordinary shareholder meeting to consider approving.

The Board of Directors is responsible for setting policies, visions, business strategies, goals, missions, business plans and budgets of the Company, as well as supervising the management to ensure that operations are in accordance with the specified policies with efficiency and effectiveness within the framework of laws, objectives, regulations. of the company and the resolutions of the shareholders' meeting with responsibility honest careful according to the principles of good practice for directors of listed companies of the Stock Exchange of Thailand. In addition, the Board also controls and inspect the administration of the management to be transparent, ethical and in accordance with the ethics of executives and employees, supervise communication and disclosure of information of the Company. In this regard, the Board under the leadership of the Chairman who has leadership and control executive execution effectively to maximize the economic value of the business and maximum security for shareholders.

In addition, the Company has Chairman of the Board of Directors and Chief Executive Officer are different persons, with Chairman of the Board is independent from major shareholders and the management without any positions as executives or permanent employees of the Company. There is no benefit or interest, whether directly or indirectly both in terms of finance or management of the Company. The Chairman of the Board of Directors was elected by independent directors.

The Board of Directors has operated in accordance with the Securities and Exchange Act, the regulations of the Office of the Securities and Exchange Commission, requirements of the Stock Exchange of Thailand Guidelines for Directors of Listed Companies of the Stock Exchange of Thailand including the Capital Market Supervisory Board and laws related to the company's business.

In respect of a portion of good corporate governance principles not yet implemented by the Company, the Company would consider to find ways and means for appropriate implementation thereof.

1. Board of Directors should stipulate that independent directors would have a term of office of not exceeding 9 years consecutively from the date of first election to the independent director’s office

Board of Directors does not determine term of office of independent directors and directors because each director has good knowledge, capabilities and experiences in the Company’s industry, which shall be of optimal benefits to the Company.

2. Board of Directors has independent directors holding office of directors in more than 5 listed companies

Board of Directors does not determine the number of independent directors and directors holding director’s office in listed companies because each director has good knowledge, capabilities and experiences in the Company’s industry, which shall be of optimal benefits to the Company.

CG Committee Charter
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CG Manual

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Business Code of conduct

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