Principles

To ensure that the operations of the company and its subsidiaries comply with relevant regulations, directors, executives, and all employees must perform their duties with responsibility, diligence, honesty, and in accordance with business ethics and stakeholder practices. The company has established this Corporate Compliance Governance Policy, which is the direct responsibility of all directors, executives, employees, and any other individuals working on behalf of the company and its subsidiaries.

 

Definitions

• Regulations: Requirements that the company must follow, including laws, rules, company regulations, contractual obligations, shareholder meeting resolutions, business ethics, policies, operational standards, best practices, and social commitments.
• Compliance: Adherence to laws, rules, company regulations, contractual obligations, business ethics, policies, operational standards, best practices, and social commitments relevant to business operations.
• Governance:Processes used to prevent non-compliance with relevant regulations and mitigate impacts from non-compliance through various measures such as collecting relevant regulations, assessing and ensuring compliance, monitoring, auditing, correcting, risk management, training, communication, awareness-building, and resource allocation.
• Executives: Employees responsible for managerial positions, including senior managers, managers, department heads, and supervisors, who are involved in policymaking or overseeing compliance with company policies.
• SUTHA: Golden Lime Public Company Limited and its subsidiaries as per the consolidated financial statements.

Corporate Compliance Governance Policy

• Directors, executives, and all employees must adhere to regulations, including laws, rules, company regulations, shareholder meeting resolutions, contractual obligations, business ethics, policies, operational standards, and best practices.
• Comply with laws and regulations, especially domestic and international laws related to business operations, such as labor, human rights, anti-corruption, anti-bribery, conflict of interest prevention, anti-money laundering, fair competition, intellectual property protection, and other relevant business laws.
• Compliance with laws and regulations is an integral part of the duties of directors, executives, and employees, who must communicate, promote, and support understanding, establish guidelines, and oversee proper compliance, fostering a culture of honesty and integrity.
• Employees responsible for recording, reporting, or providing information about actions that violate laws, regulations, or neglect duties that result in significant damage or legal disputes will be protected under the Whistleblowing Policy.

Corporate Compliance Governance Practices

• Define the scope of issues and stakeholders involved in implementing the compliance governance system. Executives determine the scope of laws and regulations to be included in the system and assign responsibilities within the relevant scope.
• Establish standards and internal control systems to ensure that operations within the scope of responsibility do not result in legal or regulatory violations.
• Oversee and enhance the effectiveness of daily operations by ensuring that work aligns with established standards, monitoring and auditing, reporting on compliance, addressing any instances of non-compliance, managing compliance risks, and routinely assessing compliance processes.
• Support operations by ensuring compliance with regulations through adequate resource allocation, enhancing employee knowledge and skills, fostering a culture of awareness and adherence to compliance, and managing the necessary documents and information for effective operations.

Roles and Responsibilities

• The Board of Directors sets the Corporate Compliance Governance Policy and practices, overseeing at the policy level and assigning the Corporate Governance Committee to monitor and review the policy, and the Risk Management Committee to ensure compliance with the policy.
• Directors and the Managing Director support the creation of good awareness, promote compliance, and encourage employees to value and understand the importance of compliance, setting a good example.
• The Audit Committee reviews control and monitoring processes for compliance governance, including internal control systems and compliance summaries.
• Executives are primarily responsible for implementing the policy concretely and continuously, understanding the compliance governance policy, practices, and relevant regulations, communicating, promoting compliance, and ensuring employees under their responsibility comply correctly.

The Corporate Compliance Governance Policy has been approved by the Board of Directors Meeting no. 1/2025 on February 21, 2025.

Revisions

Item	Document number	Documented	Proposed to the Board	Board resolution / Annual policy review
1	CS20241202	2 December 2024	21 February 2024	The Board of Directors Meeting no. 1/2025