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CG Principle

Policy on Good Corporate Governance

The Company defined policies to enhance the good corporate governance covering following importance principles:

1. Rights of Shareholders

The Company equitably provides all shareholders, whether major or minor ones, foreign or institutional investors, the basic shareholders’ rights and right protection treatment, encourages them to exercise their rights and shall not perform any actions that may violate or diminish their rights.

  1. The Company ensures that shareholders will receive full return from their investment by maintaining a straightforward structure among the Company, subsidiaries and affiliated companies, with no cross holding of shares and no pyramid shareholding structure within the Group of companies.
  2. All shareholders have the right to vote in accordance with number of shares he/she holds and have been provided basic rights, such as the right to purchase, sell, and transfer shares freely, to receive part of the Company’s profit as dividends equitably, to receive clear and accurate information, to attend shareholders’ meetings and provide opinion at the meeting freely, to make a decision and vote on significant transactions such as, election or dismissal of the Company’s directors; appointment or dismissal of the Company’s auditor and fixing the audit fee, approval of the Board’s compensation and important transactions of the Company, etc.
  3. The Company provides all shareholders the right to vote for the appointment of individual director so that shareholders can elect the desirable person to be the Company’s director.
  4. The Company provides shareholders the right to propose agenda items for the Annual General Meeting of Shareholders (AGM) or nominate candidates for directorship of the Company and submit enquiries about AGM agenda items three months in advance before the end of fiscal year. Shareholder who wishes to purpose AGM agenda items or nominate candidates for the Company’s directorship must hold shares of not less than 4 percent of the Company’s issued shares.
  5. The AGM is convened within 4 months after the end of the Company’s fiscal year at the appropriate date, time and place. In addition, if there are any significant events occurring during the year and must be resolved by the shareholders meeting, the Company shall convene the Extraordinary General Meeting of Shareholders (EGM).
  6. Details about the exercise of shareholders’ rights are distributed via SET community portal system, with due aspect for the equitable and convenient access to information, as well as the right-exercising period. No action will be taken to limit shareholders’ rights of access to the Company’s information system or obstruct communication between shareholders.
2. Equitable Treatment of Shareholders

As owner of the Company, DTC gives an importance and treats all shareholders equally and no any shareholder gets special privileges. The best practices implemented by the Company related to equitable treatment of shareholders are as follows:

  1. The Company has determined the policy that directors and executives shall inform the Board of Directors or person assigned by the Board about trading of the Company’s share at least 1 day before execution.
  2. The Company has put in place internal regulations to prevent abuse of inside information and conflicts of interest. (Relevant details appear under “Monitoring of the Use of Inside Information” and “Monitoring Conflicts of Interest”).
  3. Transactions with possible conflicts of interest must be submitted to the Audit Committee for their review and comments before submission to the Board and shareholders’ meetings for approval, if applicable. The Company discloses complete, essential information under the law and regulations. (Relevant details appear in “Monitoring of Conflicts of Interest”).
  4. Acting under the principles and guidelines on affording equal treatment to all shareholders during shareholders’ meetings detailed below:

The 2017 Annual General Meeting of Shareholders

The Company recognizes the importance of shareholders’ rights and affording equal treatment to all shareholders. Relevant guidelines have been adopted for actual actions (before, during and after meetings) for all shareholders’ meetings.


Before the meeting


  • Provided minor shareholders the right to propose agenda items and nominate directors from October 1, 2016 to December 31, 2016. This included shareholders’ right to query meeting agenda before the meeting date. Criteria for such consideration were distributed on the Company’s website. However, in 2017 no shareholder proposed any name or agenda item for consideration.
  • Prepared meeting’s notice in Thai and English, distributed the meeting’s notice and all documents relating to the meeting, such as copy of the minutes of the 2016 AGM, the 2016 annual report, profile of directors proposed to be re-elected to replace those who retire by rotation, profile of independent directors provided for appointment of proxy in case he/she cannot attend the meeting in person, proxy forms, the Company’s Articles of Association regarding shareholders’ meeting, documentation and evidence required to be presented on the date of the meeting and map of the meeting venue, to shareholders not less than 14 days ahead. The meeting’s notice was also posted on the Company’s website to allow shareholders to get documents in advance and have enough time to study before the meeting.
  • In the meeting’s notice, the Company enclosed essential, adequate facts and rationale as well as directors’ opinion on all agenda items for shareholders’ consideration. The AGM’ s agenda items comprise:

    1. dividend payment: the Company provided information about dividend payment policy, proposed dividend amount with rationale in comparison with the amount paid in the previous year for consideration,
    2. nomination of directors: the Company provided basic information of candidates including name, age, type of directorship, position held in the Company, education background, director training/seminar courses attended, working experience, director position held in other listed companies/companies, date of being a director of the Company, number of service years and participation of committees’ meeting as member of each committee,
    3. compensation: the Company provides information on the policy, amount and forms of compensation, criteria and procedures for determining compensation,
    4. appointment of external audit: the Company provide information of the names of the auditors and their affiliations, the number of service years with the audit company for consideration of the suitability of the auditor’s fee, presently separately from other fees.
  • There was no urgent and significant document distributed at the meeting as well as no any agenda item added and no amendment made to material information without informing to shareholders in advance.
  • Facilitated shareholders who cannot attend the meeting in person being able to appoint person or the Company’s independent director to be his/her proxy to attend the meeting and vote on his/her behalf by enclosing in the meeting’s notice the Proxy Form A and Form B, formulated by the Department of Business Development, Ministry of Commerce, on which they can state their preference together with details about how to appoint the proxy to shareholders’ meeting. Shareholders can download Proxy Form A, B and C from the Company’s website. In addition, name and profile of the two independent directors are provided for shareholders’ voting by proxy.

During the Meeting


  • The 2017 AGM was held on Thursday, April 27th, 2017 at 14.00 hrs. at Dusit Thani Hall, 946, Rama 4 Road, Silom, Bangrak, Bangkok which is the location where the Company’s Head Office located nearby and where shareholders are able to convenient come to the meeting. A total of 463 shareholders personally attended or were represented by proxies, amounting to 749,672,229 shares of total 850,000,000 issued shares, representing 88.20 percent of total issued shares of the Company. A meeting quorum was constituted in accordance with the Section 103 of the Public Limited Company Act, B.E. 2535 and the Section 30 of the Company’s Articles of Association. There were 11 of total 12 directors, representing 91.66 percent and three executives, namely Chief Financial Officer, Vice President of Finance, Managing Director of Property Development Department, including Company Secretary and the auditors from KPMG Phoomchai Audit Limited (KPMG) presiding over the meeting to report the operating results of the Company to shareholders as well as to answer inquiries and to listen to suggestions/comments in various subjects raised by the shareholders. The Company also invited an independent representative from KPMG to act as witness to monitor vote casting and vote counting as well as financial advisors from Maybank Kim Eng (Thailand) Public Company Limited, independent financial advisors from Silom Advisory Company Limited and legal advisors from Weerawong, Chinnavat and Partners Company Limited to attend the meeting to report and answer the shareholders’ inquiries about the Company’s operating results and investment plan.
  • The Company provided at least a two-hour registration period before the meeting. Barcode and computer systems eased registration and vote counting to speed up the process and ensure information accuracy and reliability.
  • The Company provided shareholders with voting rights equivalent to the number of shares held. One share yields one vote. There was only one type of share, which is ordinary share.
  • Shareholders were informed by the Company Secretary about the vote-tallying procedures before the shareholders’ meeting.
  • The Company introduced the use of ballots for casting votes. The ballots were prepared separately for each agenda item for shareholders’ voting convenience.
  • The Company provided shareholders with the rights to exercise their votes on the nomination of directors by electing them one by one so that shareholder can nominate the preferable candidate.
  • The Company transparently conducted the AGM by following respective agenda items as stated in the meeting’s notice, in strict conformance to the law and the Company’s regulations. Representative from KPMG were invited to witness the vote counting.
  • The Company informed voting results of each respective agenda item to shareholders at the meeting.
  • Shareholders were allowed to attend the meeting in progress and vote on remaining agenda items.
  • The Company allowed shareholders to freely express their views and raise their questions before vote casting and recorded such questions. The Company clearly provided detailed information of each agenda. In case shareholders have doubt or inquiries on the agenda, the Company provided directors and relating person to clearly answer all aspects of shareholders’ questions.

After the Meeting


  • The Company submitted the resolutions of the 2017 Annual General Meeting of Shareholders through SET community portal system on April 27, 2017 which was the same day of the meeting after finishing of the meeting so that shareholders who did not attend the meeting were immediately informed.
  • The quality of minutes of shareholders’ meeting was emphasized by recording the following information:
    • list of directors attending and in absence at the meeting, including their position,
    • voting rights and methods and the use of ballots for casting votes,
    • shareholders’ inquiries and recommendation, including shareholders’ names and explanation of directors or the Management,
    • resolutions of shareholders’ meeting and voting tally on every agenda item that included voting
  • The Company prepared and distributed the minutes of shareholders’ meeting in Thai and English via the Company’s website (www.dusit.com) within 14 days from the meeting date and submitted a copy to the SET and the Department of Business Development, the Ministry of Commerce within the required timeframe.

  • The Company complied with the AGM quality assessment project, jointly introduced by the Thai Investors Association, the Office of the Securities and Exchange Commission (SEC) and the Thai Listed Companies Association. The assessment criteria included steps undertaken before each shareholders’ meeting and activities on the meeting date and afterward.

    In 2017, the Company achieved 91 of 100 scores from quality assessment of the 2017 AGM arrangement conducted by the Thai Investors Association.

3. Roles of Stakeholders

The Company gives importance to all stakeholders both inside and outside and treats them properly and equally. With recognition of stakeholders’ support in creating competitive ability and profitability which are the long-term goals, the Company complies with requirement of relevant laws and regulations to ensure that rights of stakeholder are well taken care of. The Company has clearly defined the policy on treatment of the stakeholders in the “Corporate Governance Policy” and the “Business Ethics” and distributed via the Company’s website (www.dusit.com) in the Corporate Governance under the Investors Relation page. Details are summarized below:


Policy and Practices toward stakeholders


  1. Shareholders

    • Stimulate growth with quality and stability for the shareholders’ sustainable benefit with good and efficient performance.
    • Respect the shareholders’ equal rights to receive necessary information. Disclose correct and actual information.
    • Conduct business based on honesty, transparency and fairness. Relevant details appear under “Rights of Shareholders” and “Equitable Treatment of Shareholders”.
  2. Employees

    • Maintain work safety and work environment on a regular basis.
    • Provide employees’ welfare such as health insurance, provident fund, medical treatment fee and re-compensate in accordance with the law.
    • Continually support and enhance knowledge development and career advancement to employees at all levels.
    • Encourage the employees to use their knowledge and capability.
    • Give an opportunity in career growth and advancement along with the Company’s success.
    • Arrange various activities to enhance knowledge and capability development.
    • Provide employees the proper benefit in accordance with their knowledge, responsibility and duty performance in line with the Company’s operating results in short term such as profit of the Company each year and long term such as KPIs working performance.
  3. Customers

    • Treat customers properly in compliance with the agreed terms.
    • Treat all customers fairly and equally.
    • Maintain good relationship with customers all the time and develop long lasting relationships with customers.
    • Receive suggestions and/or complaints from customers and improve them to satisfy customers.
    • Ensure safety for health, life, and property of customers.
    • Provide complete, correct, and actual information.
    • Keep customer’s information confidentially and not improperly utilize customers’ information for personal or related person’s benefit.
  4. Competitors

    • Compete under a fair competition framework.
    • Maintain the trade competition practices.
    • Do not use dishonest means to harm competitors.
  5. Trading partners

    • Conduct business in the ways which are not against traditions and culture.
    • Comply with terms, conditions and agreements.
    • Treat all trading partners properly, equally and fairly,
    • Establish criteria for selection of trading partners by considering expertise in business, stable financial status, no abandonment record, ability to deliver work and goods as required, quality and standard of work and goods and reasonable price.
  6. Creditors

    • Strictly respect contracts, agreements or conditions with creditors.
    • Treat all creditors properly, fairly and equally.
    • Refrain from demanding, receiving or offering any illicit benefits from/to creditors .
  7. Community, Society, Resources and Environment

    • Participate in activities which support and enhance society and community.
    • Support, sponsor and collaborate with government and community in activities of community, society and educational institutions.
    • Encourage employee to have a sense of social, community and environmental responsibility.
    • Encourage employee to arrange or participate in activities relating to environment.
    • Comply with environmental laws and regulations for sustainable environmental conservation.
    • Support and collaborate in activities aiming to environmental conservation.
    • Use resources, materials or equipment at their maximum efficiency and capacity.
    • Control and keep materials and equipment to meet standards to reduce the use of natural resources.

Policy and Practices on Human Rights and Adherence to Laws

A key basis of the Company’s business conduct is legal compliance, which includes domestic and foreign laws, as well as relevant customs, traditions, and cultures. The Company also strictly observes the laws of every targeted country to ensure that its oversea investments are properly and transparently executed.

Recognizing and giving an importance of human rights which is the basic right of human beings, the Company promotes and respects the protection of human rights, and ensures that its business conducts have no connection with any human rights violation such as forced labor or child labor. All stakeholders are treated fairly on human dignity and non-discrimination of national origin, race, gender, age, skin color, religion, physical condition, status, or birth. It also promotes the monitoring of human rights compliance within the Company and encourages subsidiary companies, investors, business partners, and all stakeholders to observe the international standards of the principles of human rights. Another example of the Company’s human rights practices is the protection of stakeholders whose rights are affected by the Company’s operation by offering compensation at a rate comparable to what is stated by the law.

Policy and Practices on Intellectual Properties

The Company conducts its business and encourages its employees to perform their duties strictly under the law or regulations on intellectual property rights, whether in trademarks, patents, copyrights, classified commercial information, or other stipulated categories of intellectual property, such as using only licensed software that has been inspected and installed by the Company’s Information Technology Department, and encouraging employees to ensure that the application of research findings or other data in their work does not constitute a violation of other people’s intellectual property rights.

Policy and Practices against Fraud and Corruption

The Company has undergone the certification process and become an ally of the Private Sector Collective Action Coalition against Corruption (CAC) Council, jointly initiated by the Thai Institute of Directors (IOD), Thai Chamber of Commerce, Joint Foreign Chambers of Commerce, Thai Listed Companies Association, Thai Bankers’ Association, Federation of the Thai Capital Market Organizations and Federation of Thai Industries since October 16, 2015 and has continually carried out the following measures:

  • Formulate policy and practical guidelines on anti-fraud and corruption and non-bribery. (More details appeared in “Dusit Thani and Sustainability Development”)
  • Support public and private sections for anti-fraud and corruption measures.
  • Provide knowledge to employees through training and orientation.

In 2017, the Company continually communicated and provided all employees training about policy and practical guidelines on anti-fraud and corruption and relevant policies. All employees at all levels shall be provided 1-hour training on anti-corruption and human rights by the Human Resource Department of the Corporate Office and can access to such policies via the Company’s intranet.

Whistle Blowing Policy

The Board of Directors provides channels for all stakeholders to contact and file a complaint in the matters which may cause damage to the Company by submitting a letter to the Audit Committee members or Executives or Internal Audit as follow:

  1. Audit Committee

    • Professor Hiran Radeesri

      Address: 257, Soi Sukhumvit 49, Sukhumvit Road, Khlong Tan Nuea, Wattana, Bangkok 10110

      or

    • Mrs. Pranee Phasipol

      Address: 44, Soi Tiwanon 40, Tasai, Mauang, Nonthaburi 11000

      or

    • Prof. Dr. Kittipong Kittayarak

      Address: Thailand Institute of Justice (Public Organization), 96/1 GPF Building B, 15 - 16 th floor, Wireless Road, Lumpini, Pathumwan, Bangkok 10330

  2. Group Chief Executive Officer

    • Mrs. Suphajee Suthumpun

      Address: Dusit Thani Public Company Limited, 946 Dusit Thani Building, 3 rd Floor, Rama 4 Road, Silom, Bangrak, Bangkok 10500

  3. Company Secretary

    • Ms. Mantanee Surakarnkul

      Address: Dusit Thani Public Company Limited, 946 Dusit Thani Building, 5 th Floor, Rama 4 Road, Silom, Bangrak, Bangkok 10500

  4. Director of Internal Audit

    • Mr. Attapol Watjarapairoj

      Address: Dusit Thani Public Company Limited, 946 Dusit Thani Building, 55 th Floor, Rama 4 Road, Silom, Bangrak, Bangkok 10500

Protection of Whistle-Blowe

The rights of whistleblowers will be protected under the law. Whistleblower who is the Company’s employee, customers, and outsourced persons if inform, report or provide information under the scope of the complaint in good faith without intention to harm or cause damage to any person or the Company shall be properly protected, such as no change of job, workplace, suspension, salary reduction, termination or other action deemed unfair to the staff.

4. Disclosure and Transparency

Disclosure of information is an important indicator of the transparency of the business operations’ and is a key factor in building confidence towards investors and all stakeholders. The Company recognizes the importance of information disclosure and has policy to disclose the Company’s important financial and non-financial information, in both Thai and English, to all related parties equitably, completely, adequately, reliably, timely and transparently under the requirements stipulated by the SEC and the SET through the SET portal system and the Company’s website, in Thai and English, enabling all people to equitably access information. The following practical guidelines for information disclosure are as follows:

  1. Disclose both financial and non-financial information, such as financial statements, operating results, the Company’s profile, nature of business, organization structure, shareholding structure, Group of companies’ structure and shareholding proportion, information relating to directors, sub-committees and executives, investors relation information, related transactions, the Company’s Articles of Association, the Business Code of Conduct and the Corporate Governance Policy with accuracy and completeness through three main channels below:
    1. Annual registration statement (56-1 Form) and annual report providing (56-2 Form) providing detailed information on important topic as follows:

      • Financial status and operating results
      • Nature of business and competition
      • Risk factors in the business operation
      • Profile of the Board of Directors and executives
      • Identification of director’s independence
      • Disclosure of remuneration criteria of the Board of Directors
      • Compensation policy and criteria of senior executives
      • Disclosure of each director’s remuneration
      • Disclosure of meeting attendance of each director
    2. Management Discussion and Analysis or MD&A on a quarter and annual basis which provides operating and financial information, including analysis and explanations of factors causing changes in performance results, progress report of projects under construction, key factors or influences that may affect future results and financial status. This report provides shareholders and investors with enough accurate information for their decision making on investment and monitoring the Company’s performance.

    3. The Company’s website: www.dusit.com under “Investor Relations”, in both Thai and English, to facilitate investors and the interested public’s continuous study of its information. The website has been regularly updated. Disclosed information include company’s profile, vision and mission, organization structure, shareholding structure, profile of directors and executives, financial information, financial statements, management discussion and analysis, securities price information, annual report, sustainability report, corporate governance policy, code of conduct, anti-fraud and corruption policy, the Company’s Articles of Association, shareholders’ structure, dividend payment policy, investors relation information, etc.
  2. The Company established the Investors Relations Department to be specifically responsible for disclosure and communication of information, whether financial or non-financial, to shareholders, investors, and securities analysts, through the Company’s website: www.dusit.com, in both Thai and English version, including mass media and telephone. The company hopes the Investor Relation Department will serve as the center for disseminating, handling enquiries and receiving and exchanging shareholders or investors’ opinion. Shareholders, investors, securities analysts and interested persons may contact the Company for additional information at:

    Ms. Suthipa Vacharotayangul
    Investor Relations Department
    Dusit Thani Public Company Limited
    Telephone: +66 (0) 2200 – 9999 ext. 3676 Fax: +66 (0) 2636 2545
    E-mail: ir@dusit.com

  3. The Company has established the Disclosure Policy to be a guideline for communicating and disclosing information to avoid unfair disclosure of information to stakeholders, which may lead to abuse of inside information or stock price manipulation as well as had formulated a silent period of 30 days prior to announcement of the Company’s performance through the SET community portal system.

  4. The Company has disclosed the complete information of the connected transaction which specifies the name of connected persons, relationship, details of transaction, conditions, pricing policy and transaction size. In addition, in case that such transaction is a connected transaction that the Company must disclose information or receive approval from shareholders under the SET’s regulations, the Company shall disclose details and reason of the connected transaction to inform shareholders before proceeding such transaction.

  5. The Company discloses financial information together with the report of the Board of Directors’ responsibility to the financial statement, report of the independent auditor and the MD&A, also notifies significant information and decisions to the SEC and the SET completely, timely and in compliance with requirements.

  6. In case there are information or news relating to the Company’s operations, such as connected transaction or events that shareholders should be informed, or even though there are matters that are not required shareholders’ approval or disclosure by the law, the Company discloses such information/ matters to shareholders or other investors through SET community portal system or the Company’s website.

  7. The Company has established measures on prevention and verification of the use of internal information for personal benefits by setting requirement that directors and top executives must submit the list of their securities holding and report on every change of the list to the SEC under Section 59 of the Securities and Exchange Act B.E. 2535 (amended B.E. 2559); also has stipulated a policy that directors and executives must report the sale/purchase of the Company’s shares/securities holding to the Board of Directors’s meeting every year.

  8. The Company has established a policy on reporting of vested interest of directors and top executives by setting requirements that directors and top executives must report to the company on their own or their related persons’ vested interest involved with the business management of the Company or its subsidiaries’ pursuant to the requirements stipulated and announced by the Capital Market Commission. The Company discloses such information in the annual report (56-2 Form) and the annual registration statement (56-1 Form).

  9. The Company appoints the auditors from KPMG Phoomchai Audit Limited who are independent, reliable and approved by the SEC.

  10. The Company’s financial statements have been certified by the auditors and there were no any conditionally agreed transactions and no records of corrected financial statements governed by outside institutions.

  11. The company discloses roles and responsibilities of the Board and the sub-committees, number of meetings and number of attendance of each director.
5. Board Responsibilities

Board’s Structure

The Board of Directors consists of 12 directors who are knowledgeable, skillful and experienced with 3 being executive directors, 2 being non-executive directors and 7 including 2 women being independent director, equivalent to one-third of the Board as required by good corporate governance principles. The Chairman of the Board is independent director having no relationship with the Management, not being the same person as the Group Chief Executive Officer (Group CEO) and not belonging to any sub-committees in view of clear-cut responsibilities and duties.

To ensure that the corporate governance is implemented in all dimensions under the good corporate governance principles, the Board of Directors has established the sub-committees and has appointed the Company Secretary to support its performance. (Details appear in “Sub-Committees” and “Company Secretary”)

Diversity in Board’s Structure

The Company promotes the diversification of its Board’s structure. The Board comprises various qualified members who are experienced, knowledgeable, capable, morale, ethical and have good attitude toward the organization, without discrimination of gender, race, religion, age, educational level, work experience, professional skill and expertise.

Independence of Directors

The Board of Directors has duty to consider, provide opinions, make a decision and cast vote to protect the interest of shareholders. Hence, independence of directors is definitely recognized. The Company allows the independent director to access financial and business information adequately to freely provide recommendations, to maintain the interests of related persons, to attend the meeting regularly and to have a meeting among each other at once a year. The Company defines qualifications of the independent director regarding his/her shareholding which is stricter than the requirements of the SEC and the SET, that is 0.5% (legal requirement is 1%) maximum of total eligible voting shares of the Company, its parent company, subsidiary, affiliated company, major shareholder or controlling person including shares held by related persons of the independent director. In addition, independent director must have other qualifications required by the Company so that he/she is able to take care of interest of all shareholders equally, prevent conflicts of interest and provide opinions freely.

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