Corporate Governance

Corporate governance policy
Overview of the Policy and Guidelines

The Company has been taking of the importance of maintaining in good governance into consideration, which are generally accepted that it’s a key factor in making fairness to the stakeholders, maximizing benefits to the shareholders and strengthening effectiveness of the organizations. Thus, the Company aims to encourage the Company’s operations to comply with the Corporate Governance Code: “CG Code” for listed company 2017 by Securities and Exchange Commission Thailand, which are comprises five sections as follows:

Section 1: Right of Shareholders

The Company realizes and places importance on equality of all shareholders’ rights by keeping equitably with support and facilitation all shareholders to exercise their right as both investors and owners of the Company. Shareholders are entitled to access to the information accurately, completely, timely, and transparently via the Stock Exchange of Thailand’s disclosure channel and the Company’s website. Furthermore, the Company encourages shareholders to exercise their rights legally such as the right to buy, sell or transfer the shares, the right to receive dividends, the right to participate in the annual general meeting, vote and make a question at the meetings of shareholders. Apart from above mentioned about the right of shareholders, the company is responsible to encourage and facilitate shareholders to exercise their rights as follows:

      1.1 ) Information Disclosure

The Company regularly disseminates important and necessary information to shareholders via the Stock Exchange of Thailand (SET) channel, media, publications, and also the Company’s website. Moreover, the Company also provide telephone number and information request channel through the e-mail address of Investor Relations section.

      1.2 ) The Annual General Meeting
      1.2.1 ) The preparation of an invitation letter for the annual general meeting

              - The Company sent invitation letter both Thai and English version for the shareholders’ meeting to shareholder containing agenda details with clearly defined agenda items for the meeting and related appendices together with opinion of the Board of Directors, Articles of Association relating to shareholder’s meeting, proxy forms, a name list of all Independent Directors to facilitate investors for shareholder’s consideration at least 21 days prior to the meeting day.
              - The Company disclosed invitation letter of shareholders’ meeting both Thai and English version on the Company’s website at least 28 days before the meeting day and announced through the newspaper both Thai and English version for 3 consecutive days to comply with Public Limited Companies Act, B.E. 2535 (1992).

      1.2.2 ) Proxy appointment
              - For the convenience of shareholder to attend a Meeting, the Company provides an opportunity for shareholder to appoint a representative, e.g., an independent director or any other person to act as proxy, using one of the proxy forms attached with the notice of the Meeting. The proxy forms prepared in compliance with the specifications defined by the Department of Business Development, Ministry of Commerce, allow shareholders to exercise their voting rights as they wish. Additional a profile of independent directors proposed by the Company to serve as proxies for shareholders. For institutional or foreign investors who authorize custodians in Thailand to keep and safeguard their shares, the Company will arrange for the documents and evidence required prior to attending the Meeting well in advance to facilitate registration on the date of the Meeting.

      1.2.3 ) The voting procedure and the method of counting the votes
              - The Company encourages shareholders to vote, giving equal importance to each agenda item by clearly outlining the voting process and the method of vote counting. Each share is counted as one vote. The company has invited legal representatives to act as observers during the vote counting process to ensure transparency. There will be clear separation of votes for each agenda item to protect the rights of shareholders. Vote counting will consider the side with the majority as the resolution, except in cases where a decision requires a minimum of three-fourths of the total votes from shareholders present and eligible to vote.
              - In 2023, The Company conducted meeting via electronic means. Shareholders can vote electronically on each agenda item presented by the chairperson during the meeting. Shareholders can choose to vote ‘agree’, ‘disagree’, or ‘abstain’ by clicking on the respective button. After confirmation, the voting results will then be aggregated with the pre-submitted votes in the proxy forms before announcing the resolutions.
              - The chairperson of the meeting will announce the voting results to the attendees, including the number of ‘agree’, ‘disagree’, and ‘abstain’ votes, as well as the number of invalited votes. They will also state the total number of votes cast and calculate the percentage of each type of vote based on the total number of votes held by shareholders present at the meeting or eligible to vote on each relevant agenda item. This information will be complied from electronic traffic data as specified in the announcement of the Ministry of Information and Communication Technology.

      1.2.4 ) Enabling pre-meeting shaholder inquiries
              - The Company has provided shareholders the opportunity to submit questions regarding the meeting in advance, no less than 28 days prior. Notifications were made via stock exchange website, the company’s investor relations website, and in the meeting invitation letters. Additionally, during each agenda item, shareholders were invited to freely inquire, express opinions, and offer suggestions without limitation, within a suitable timeframe during the meeting.

      1.2.5 ) The opportunity for shareholders to propose meeting agenda items and nominate candidates for consideration as board members
              - The Company provides shareholders the opportunity to propose agenda items for consideration and nominate qualified individuals for board membership at the Annual General Meeting of Shareholders for the year 2024. This opportunity has been available in advance since November 30, 2023, until February 29, 2024.

      1.2.6 ) The Annual General Meeting of Shareholders is scheduled to be held within a period not exceeding 4 months from the end of the accounting period
              - The Company held a total of 1 shareholders’ meeting (no extraordinary meeting during the year) on June 20, 2023 at 10:00 am. The Company held the Annual General Meeting 2023 in form of electronic meeting (E-AGM) at the meeting room, 388 Exchange Tower, Sukhumvit Road, Khwaeng Klongtoey, Khet Klongtoey, Bangkok 10110. The Company use the electronic media control system provided by Quidlab Co., Ltd., which is an e-meeting service provider certified by Electronic Transactions Development Agency (ETDA) (The certification document number สพธอ.65-006).
              - The Company published a guideline and a manual via stock exchange website and the company’s investor relations website.
              - Due to the electronic format of the meeting. For shareholders who have registered and submitted proxies in advance, the Company employs information technology systems and Barcodes for transparency and easy registrqation. Shareholders who wish to attend the electronic meeting can access the meeting system at least 2 hours prior to the meeting, following the guidelines provided in the shareholder meeting access manual distributed by the Company in advance.
              - For the Annual General Meeting on June 20, 2023, the Company’s secretary outlined the procedures for voting, vote counting, questioning, and other practices for attend the meeting clearly to ensure a smooth and efficient meeting process. The chairman of the board has appointed a board member to act as the chairperson of the meeting. There will be a total of 11 board members attending the meeting.
              - The chairperson of the meeting conducted the shareholder meeting according to the agenda specified in the meeting invitation letter in sequence and did not add any other agenda to the meeting without notifying shareholders in advance.
              - The Company invited a representative from Baker & McKenzie Company Limited to be an observer for the meeting’s transparency, compliance with the law and regulations of the Company and provide complete recording of minutes of shareholder meetings. Details of the 2023 Annual General Meeting of Shareholders can be viewed in the investor relations menu in the Company’s website https://www.aeon.co.th.

      1.2.7 ) Notification of meeting resolutions and minutes of shareholder meetings
              - The Company published a summary of the voting results at the meeting along with the voting results of each agenda for shareholders and the general public to acknowledge through the disclosure channels of the Stock Exchange of Thailand on the same day after the meeting ends and published the minutes of shareholder meetings in both Thai and English via the Company's website within 14 days.

Section 2: Equitable Treatment of Shareholders

The company places importance on the interests for every shareholder, major or minor, individual or institutional as well as Thai or foreign investors equitably. To ensure equality and fair treatment for every shareholder, all shareholders regarded as the owners of the Company and entitled to be equitably treated on fair basis, regardless of gender, age, nationality. The Company disclosed important and necessary information to shareholders, arranged shareholders’ meeting annually for shareholders to exercise their rights and participate in managing the Company fairly through the following actions:

      2.1 ) Measures to ensure equal treatment of shareholders
      2.1.1 ) The Company has established measures to prevent the directors and executives to exploit the Company’s inside information for their own benefit;

• Insider Trading Policy
  

              - The directors or executive officers, including his/her spouse and minor child, shall not use any inside information for the buying, selling, transferring or acceptance of transfer of the Company’s securities before the disclosure of such information to the public or before the disclosure of financial statement of the company to the public. The period in which the purchase, sale, transfer or acceptance of transfer of the Company's securities is controlled, i.e. the period in which the Company's securities price may be affected by activities such as the disposing of assets, opening a new business or new product, etc., and the period from closing the financial statements to submitting financial statements to the SET and the SEC, which is not more than 45 days for quarterly financial statements and not more than 60 days for annual financial statements.  In addition, after the disclosure of the information, the above-mentioned person should not buy or sell (not less than 24 hrs.) securities until the public has received such information and had an opportunity to evaluate it thoroughly.
              - The Company restricts employee’s access rights to the data layer to prevent access to information that may be sensitive and affect the price of the Company's securities based on Need-to-know Basis.
              - The Company has set prohibitions on the use of inside information for personal benefits and communicated to all employees including clear legal penalties.
              - The Company has set a Blackout Period during appropriate timing.

• Measures for reporting of holdings and changes in securities holdings
  

              - The Company complies with the provisions of the Securities Act and announcements of the Securities and Exchange Commission (“SEC”) and related announcements from the Capital Market Supervisory Board regarding the preparing, disclosing and submitting reports on holdings and changes in securities holdings of the Company's board of directors, executives, including management positions in the accounting or finance fields who are department managers or equivalent, their spouses and children who minor within the specified period to the Office of the Securities Commission and the Stock Exchange (“SEC Office”).
              - The Company discloses the shareholdings of directors and executives, both direct and indirect, clearly separated, disclosing the number of shares held at the beginning of the year and which were traded during the year and report to the board meeting on annual basis.
              - The Company shall notify the directors and executive officers who have responsibilities to report the possession of the securities by himself/herself, his/her spouse and his/her minor child that when the directors or executive officers including their spouse or their minor child buy, sell, transfer or accept transfer of the securities of the Company, they have duties to submit the reports of securities holding in accordance with the rules, conditions and procedures specified in the notification of the Capital Market Supervisory Board.

• Measures for preparing reports on interests
  

              - To comply with Section 89/14 of the Securities Act, the Company requires directors and executives to report their interests related to the management of the company's or subsidiary's business or those of related persons to the Company, in accordance with the rules, conditions and procedures announced by the Capital Market Supervisory Board.
              - The Company Secretary submits a copy of the report to the Chairman of the Board and the Chairman of the Audit Committee according to the criteria stipulated by the Securities Act Section 89/16 and the Stock Exchange and reports every time there is a change in order for the Audit Committee to consider the risk of conflicts of interest of persons who may have conflicts according to the SEC announcement.

• Measure to establish information technology and data security

              - The Company has established IT Steering Committee (ITSC) to promote, supervise and manage the use of information technology system and the IT security system to prevent the leakage of inside information or damage that may occur to the data. The Company also implements and complies the standard system ISO27001:2022 (Information Security, cybersecurity and privacy protection – Information security management system) that the International Organization for Standardization (International Organization for Standardization, abbreviated as ISO) officially in October 2022, which was modified from ISO27001:2013

      2.1.2 ) The Company sets up the following policies to prevent conflict of interest;

• Measures to prevent structural conflicts of interest

              - The Company has arranged a transparent and clear management structure in the shareholding structure and investment in subsidiaries or associated companies.

• Measure to inspect and report connected transactions

              - The Company has established measures for related transactions between the Company and persons who may have conflict of interest that the executives or related persons will not be able to take part in approving such transactions. In addition, the Company has arranged for the Audit Committee to consider and give opinions on the transactions between the Company and related persons which is disclosed in the connected transactions.

• Measure to prevent the conflict of interest by rules and regulations of the company

              - The Company has established “Rules and regulations of entertainment and gift exchanging” for employees at all levels to be aware of the principles, terms of accepting gifts and hospitality for customers.  Such rules and regulations shall be regarded as part of this anti-corruption policy as well and disclosed in the Anti-Corruption Policy.

• Board of director meetings voting policy

              - Directors who have a conflict of interest in any matter will not have the right to vote on that matter.

Section 3 Roles of Stakeholders

The Company recognizes importance of rights of all stakeholders including shareholders, employees, customers, competitors, business partners, creditors and society and environment. It’s a common duty of the Company to equally consider of every type of stakeholders, by taking actions legally with fairness as follows:

The Company’s guidelines for treatment of stakeholders

• Shareholder

      The Company respects shareholders’ rights and responsible to the shareholders by emphasizing on sustaining business growth in order to create long-term returns to maximize shareholder value. After became listed company in 2001, the Company has continually generated dividend payment every year. The Company’s key information is disclosed to the shareholders in a correct, complete, transparent and accountable manner. In addition, the Company facilitates shareholders to fully exercise their rights.

• Employee

      The Company has recognized that the employees at all levels are valuable resources and key drivers of business success. Therefore, the Company has recruited and hired talented and experienced personnel to work. Employees receive appropriate remuneration and various benefits, including awards for their work performance every year as well as supporting skill development, education and training for employees to create standards in customer service.  Besides, the Company has supported employees to have a good quality of life by create a safety and good environment for working place.

• Customer

      The Company is committed to conducting business with customer satisfaction as the top priority, therefore it has continuously developed products and services along with its Digitalization Roadmap in which adopting digital technology into best services to meet the needs of customers.  In addition, the Company also places importance on conducting business with fairness and transparency, supporting free competition for the utmost benefit of customers.  The performance of sustainability development for customers is disclosed in the Sustainability Development section.

      The Company is expanding along with customers with quality by applying the principles of Responsible Lending as a guideline that emphasizes the importance of lending quality loans along with providing financial literacy and promoting good financial discipline to customers in a sustainable way.

• Competitor

      The Company executes the business under a fair competition, integrity approaches, strictly comply with laws, rules and related regulations and does not seek competitors’ confidential information by dishonest means and do not take advantage of competitors by unlawful means or try to damage the reputation of competitors by making malicious accusations without real information and no attempts to infringe others’ copyrights or their intellectual properties. In addition, the Company does not have a price policy that discourages or takes competitive advantages against competitors. During the past year, the Company does not have any legal issues with its competitors for unfair business.

• Business partner

      The company has always been realized of the importance and determine to go forward together with the business partner by doing business with fairness. The success of the business group partly from the support of partners. The company strictly treats any agreements and conditions with honorably for a long-term relationship with all partners.  In addition, the Company is aware of the efficient use of resources and reducing environmental impacts under the principles of good corporate governance by adhereing to the supply chain management guidline with consideration and awareness of economic, social and environmental (ESG) impacts throughout the organization's supply chain, in relating to purchasing/hiring policies and practices to be consistent with international standards and sustainable ethical standards.  More details are provided in the Sustainability Development section.

• Creditor

      The Company abides by lending terms and conditions, and all legitimate duties to creditors and debenture holders. In addition, the Company values compliance with all obligations under Securitization Law 1997.

      As of February 29, 2024, the Company was able to maintain financial ratios and other terms as specified in the contract. The Company has been assessed by an internationally recognized credit rating agencies. In 2024, the Company was able to maintain its credibility. The assessment results are as follows:

• Society and Environment

      The Company is aware of the responsibility towards the public and environment by supporting activities that conserve the environment and contribute to society. It creates a corporate culture to encourage all employees to participate in environmental stewardship including training all level of employees to realize the importance of society and environment responsibility. For more details on ESG part or Sustainability report 2023 of the company, disclosed in the Company’s Investor Relation website.

Section 4 Information Disclosure and Transparency

       4.1 ) Disclosure of Information
       4.1.1 ) Disclosure of information is one of an important CG principles

• The Company has set up policy, approved by the Board of Directors, relating to information disclosure for external parties in order to ensure that such disclosure information; financial and non-financial information, is accurate, adequate, timely, and equally accessible by all related recipients and also complies with related laws and regulations. Apart from annual disclosure 56-1 One report most of the information is posted on the Company website in Thai and English with regular updates, thus helping shareholders, customers and interested persons to access the information with ease, equality and reliability.  The Company also disclosed other financial transactions and press release to analysts and investors through the Company’s website (www.aeon.co.th). The Investor Relations also communicated with investors through conference calls and email on regular basis.
• The financial information, particularly the financial statements have been reviewed/audited by the external auditor in accordance with generally accepted auditing standards. These financial statements have been reviewed by the Audit Committee and endorsed by the Board of Directors before disclosure to the public. The Board also reports its responsibility to financial reports in the 56-1 One Report.  For non-financial information such as connected transactions, management discussions, analysis, risk management information, and the Company’s corporate governance, The Company has published such information in the 56-1 One Report for the benefit of shareholders, investors, and analysts. All disclosed information is disseminated in both Thai and English version on the Company’s website, and its accuracy has been regularly maintained and reviewed.
• Other information disclosed such as background of the directors, the duties of the Board of Directors, number of meeting and attendance of each director, the remuneration of directors and managements, change in shareholding of Board of Directors and Management, and etc., in 56-1 One Report annually.
• The Company discloses information on shareholding of director and executives, both directly and indirectly (including spouses and their minor children), in the 56-1 One Report under the topic, “Change in Shareholding of Board of Directors and Management”.

       4.1.2 ) Personal Data Protection Policy

• The Company has policies and guidelines aimed at protecting the personal information of all stakeholders.
• The company has established the PDPA Steering Committee (PDPA Steering Committee) to promote proper PDPA compliance.
• The Company has issued a Privacy Notice for customers, shareholders, third parties, and employees on the Company's website to inform the data owner of the purpose, period, and legal basis for collecting data, cases in which information may be disclosed to third parties including other details as required by law.

       4.2 ) Investor Relations

      The Investor Relations section has been assigned to take the responsibility of providing and disseminating information and activities of the Company of the benefits with institutional and individual investors, stock analysts, shareholders, and other people. Investors and interested parties can contact Investor Relations section directly for the Company’s information, including financial statements, 56-1 One Report, and notifications to SET/SEC, etc.

Investor Relations contact information

      The Company has regularly conducted company visit for both domestic and international analysts and investors and according to Covid-19 situation the company mainly joined/hold the meeting via online platform. Fiscal Year 2023, the Company shows details as below:

Section 5 Responsibilities of the Board

The Roles and responsibilities of the Board of Directors

      The Board of Directors shall supervise Directors’ pursuit of duties and business of the group, in order to promote management which aims at improving the value of the Company group, in compliant with applicable laws, objectives and Articles of Association as well as the resolutions of the Shareholders Meetings.

Board of Directors’ Responsibilities

1. Compliance
   The Directors shall comply with all laws, objectives and the Articles of Association of the Company, and the resolutions of the Shareholders Meetings.
   
2. Due Consideration
   The Directors shall give due consideration to the following points in the management of business operations under their control.
   • Dealing with an operating business systematically and efficiently based on the Company’s policies and the Managing Director’s instructions.
   • Making appropriate judgments for the interest of the entire Company with wide perspective to enhance the Company’s business performance and long-term growth.
   • Working to enhance the Company’s business performance in company-wide matters as well as their own area of responsibility.
   • Overseeing the departments/unit under their supervision and working to cooperate and coordinate with other departments/unit of the Company.
3. Reporting
   • A director shall notify the Company without delay in case where he or she has an interest in any contract which is made by the Company, or the number of shares or debentures in the Company or its affiliated company held by him or her increases or decreases.
   • The Directors must report accurately to the Board of Directors on the execution of their own duties.  In addition, if a situation occurs that could have a substantial impact on the Company’s business, the Directors must report the facts of the situation to the Board of Directors immediately.
4. Conflict of Interest
   • No Director shall perate any business which has the same nature as and is in competition with the business of the Company or become a partner in an ordinary partnership or become a partner with unlimited liability in a limited partnership or become a Director of any limited company or any other public limited company operating business which has the same nature as and is in competition with the business of the Company, unless he or she notifies the Shareholders Meeting prior to the resolution for his or her appointment.
   
5. Non-Disclosure
   • The Directors shall not divulge confidential information learned in the course of their duties to anyone inside or outside the Company unless enforced by the regulation of the Company or the law.
   

      In the fiscal year 2023, The Company proposed the SEC’s notification subject Practicing an understanding of the roles and responsibilities of company directors to board meeting for consideration. The main points are as follows;

         Best Practices for a Board of Directors

1. The components and structure of an effective board of directors.
2. The roles and responsibilities of the board of directors in helping to prevent and deter inappropriate behavior within the registerd company.
3. Supporting and promoting the performance of duties by employees and internal units within the registered company.

         Best Practices for the Audit Committee to Prevent and Mitigate Inappropriate Behavior in Listed Companies

1. Ensuring the efficiency , adequacy, and appropriateness of internal control systems.
2. Disclosure of information and financial reporting.
3. Compliance of information and financial reporting.
4. Monitoring and tracking transactions involving significant 2 assets received or sold (MT), and transactions with related parties (RPT) of the listed company.
5. Ensuring that the use of raised funds is aligned with the disclosed objectives and tracking the utilization of funds accordingly.

Term of Office

      In terms of office, the Board of Directors has established directorship term in the Articles of Association of the Company which states that at each annual ordinary meeting of shareholders, one-third (1/3) of the directors shall retire. If the number of directors is not a multiple of three, the number of directors closest to one-third (1/3), but not in excess of one-third (1/3), of the total number of directors shall retire. In addition, a director who vacates his office may be re-elected.

Directorship of Executive Directors in Other Companies

      The Company imposed the guideline that the Company’s Executive Directors are able to hold directorship in not more than 5 other companies in order to ensure that the executive directors have sufficient time to perform their duties and work efficiency in conformity with the principle of good corporate governance for listed companies that imposed by the Securities and Exchange Commission. The details of directorship held by the Company’s Executive Directors in other companies reported in attachment1.

The Board of Directors’ Authorization

      The Board of Director is empowered to authorize various matters in accordance with the scope of authority stipulated by laws, the Company’s Articles of Association, the Board Charter, and the Shareholder Meeting resolutions. Such matters include defining and reviewing corporate vision, mission, operating strategies, operating plans, risk management policy, annual budget and business plans, defining of the target operating results and also material connected transactions.

Authorized Signatory Directors

      The authorized signatory of the Company is Mr. Mitsugu Tamai or Mr. Tsutomu Omodera and affixed with the Company's seal.

The Board of Directors’ Meetings

• The meeting of the Board of Directors shall be held at least once every three (3) months. However, additional meetings may be scheduled as required. To facilitate the Directors to allocate the time and attend the meeting, the Company has the Board of Directors’ meeting schedule in advance. Related document will be sent to all member of the Board of Directors at least 7 days prior to the date of meeting. Especially, for the important agendas the relevant documents shall be submitted to directors prior to the meeting for an adequate time to consider. The Board of Directors can invite any involved executive or relevant persons for inquiry during the meeting.
• According to the Company's Articles of Association, at a meeting of the board of directors, at least one half (1/2) of the total number of directors present shall form a quorum.  However, in practice, the Company has maintained at least two-thirds of the directors attending the meeting to determine the quorum in every meeting. For FY2023, the summarized of the Board of Directors’ average attendance was not less than 75% which was shown on Summary of the Board of Directors’ and Sub-Committees’ Meeting Attendance in FY2023.
• In each meeting, the Chairman allows each director to express his opinion extensively and freely. Thus, each decision is made rationally and thoroughly. Each meeting agenda item is made under the proper time.
• The Company provides an online meeting system to facilitate directors who cannot attend the meeting in person. Each agenda items and its resolution are recorded in writing, and the minutes of the meeting which have been affirmed by the Board.
• In the fiscal year 2023, the Board held a total of 11 board meetings. (Detail of the meeting and number of attendance of each director in Report on key operating results on corporate governance).

Succession Planning

      The Company actively primes its management for internal rotation. As regards succession planning for Managing Director position complies with the major shareholder’s policy prevails.

Business Ethics and Corporate Governance Policies

Business Ethics

      AEON group has provided “AEON Code of Conduct” for the Board of Directors, the Management, and the employees of the AEON group to use as a guideline in performing their duties to accomplish the Company’s goal with ethics for business conduct and practice towards related stakeholders. To review AEON Code of Conduct, the Company with the cooperation with AEON Financial Service (Japan) always provides training for management on yearly basis. In addition, the Company also provides communication channel regarding AEON Code of Conduct through intranet system in order to facilitate staff and encourage them to follow practice in the Code of Conduct.

AEON – Commitment

      - AEON people are always grateful to the many other individuals who provide support and help, never forgetting to act with humility.
      - AEON people values the trust of others more than anything else, always acting with integrity and sincerity in all situations.
      - AEON people actively seek out ways to exceed customer expectations.
      - AEON people continually challenge themselves to find new ways to accomplish the AEON ideals.
      - AEON people support local community growth, acting as good corporate citizens in serving society.

       1) Policy of anti-corruption and bribery prohibition

      The Company is against and does not accept corruption in any form. The Company has prescribed anti-corruption procedures for its activities to comply with this policy and will regularly review that these procedures comply with the relevant laws and maintain the Company’s reputation. All the employees, affiliates and parties involved with the Company must strictly comply with this policy.

      Executive Committee is responsible for determining the policies, monitoring and forming an effective system supporting anti-corruption, emphasize on anti-corruption, and cultivate anti-corruption mindset as the Company’s culture.

1. The Company has a policy to conduct business in good faith with honesty, transparency and ethical principles by focusing on fostering the attitude among its employees to oppose, correct and be responsible for corruption issues, including communicating the knowledge, understanding to all employees and performing tasks honestly and in accordance with the policy.
2. The Company does not accept any corruption activity which may be an offence under the law and is committed to conduct business with integrity, honesty, and fairness according to the Company's commitment to prescribe and enforce effective anti-corruption measures.
3. The Company will cooperate and support anti-corruption activities by promoting and participating in monitoring, auditing and having mechanism to monitor and control the exercise of power to be appropriate, transparent and efficient as well as to act in compliance with the anti-corruption laws.
4. The Company shall set the standard for the investigation procedure for trials to be effective and in compliance with the operation of the appointment of the Disciplinary Working Team (ISMS-PC-04-13), and operation for appointment of the Disciplinary Working Team for Fraud Case (ISMS-PC-04-14) which are considered part of this policy.

       1.1 ) Internal Communication

      The Company has established channels for communicating the policy and procedures regarding anti-corruption policy including the approval process, the practice for avoiding or denying corrupt behavior. The Company provides various channels for reporting corruption information, complaints or suggestions within the Company; for example, via the intranet within the organization, email, new employee orientation program in order to give employees a better understanding of the anti-corruption policy.

       1.2 ) Whistleblower Protection

1. The Company encourages and is open to employees to report actual offenses under this policy, even if it is found later that such report is based on a misunderstanding. The company has no policy to demote, punish or cause negative effect on employee who refuses to commit corruption, even if such action will cause the Company to lose a business opportunity.
2. The company promises that no employee shall be adversely affected by the denial of participation in corruption, including well-intention reporting of suspicious behavior of briberty, or other fraud that occurs or may occur in the future.
3. If an employee is subject to unfavorable treatment due to whistle blowing. He/She must report such treatment immediately to the supervisor, senior management of the department /or supervisor in the line of work.

       2 ) Anti-Money Laundering and Combating the Financing of Terrorism and Proliferation of Weapons of Mass Destruction: AML/CFT/WMD

      AEONTS and subsidiaries are committed to combating money-laundering and financing of terrorism and the proliferation of weapons of mass destruction to be complied with the applicable laws and regulation of legal entity and also to be complied with AFS Group’s AML/CFT policy. We are taking into the account its social responsibility as a financial institution, company and corporate group, considers the prevention of money laundering and terrorist financing to be one of its most important management issues. In order to prevent of money laundering and terrorist financing, the company wholly or majority-owned or controlled legal entities as a source of money laundering and supporting financial to terrorist and proliferation of weapon of mass destruction implements the AML/CFT/WMD policy as followings:

1. The Company supports and strictly complies with the applicable Anti-Money Laundering, Combating the Financing of Terrorism and the Proliferation of Weapons of Mass Destruction’s law and regulations which includes but not limit to the customer acceptance, customer due diligence, risk assessment and risk mitigation, transaction monitoring and reporting and record keeping.
2. The Company shall appoint senior management to oversight AML/CFT/WMD laws and regulations and considers the prevention of money laundering and terrorist financing to be one of its most important management issues and the management shall establish organizational control of Group Policy.
3. The Company will prescribe the control measure relates to Anti-Money Laundering, Combating the Financing of Terrorism and the Proliferation of Weapons of Mass Destruction which covers the following topics: customer acceptance, customer identification, customer due diligence, risk assessment and management, transaction record and report, customer rejection or customers’ relationship discontinuation in case customer has their risks concerning Anti-Money Laundering, Combating the Financing of Terrorism and the Proliferation of Weapons of Mass Destruction. Such subordinate policies and guidelines shall be regularly reviewed and kept the information are up-to-date.
4. The Company shall perform the internal AML/CTPF risk assessment and management in order to determine, evaluate and mitigate AML/CTPF risks as annually basis. The assessment covers all customers, products/services and channel and also perform the assessment prior to introduction of new products or services or implementation of new technology or electronics network as required by the applicable laws and regulations.
5. The Company shall report the cash transaction report as required by law and regulations includes the suspicious transaction with accurate and complete information as well as within the specified timeframe to the law enforcement authority.
6. The Company shall prescribe the independent internal control which suitable for the organization and complied with regulatory requirement.
7. The Company shall prescribe the information’s sharing procedure among intra-group the groups of company and mutual cooperation.
8. All officers and employees in AFS Group and Company shall not engage in money laundering or terrorist financing, nor shall they provide any assistance, including involvement, support or inaction, to those who engage in such activities. Directors, officers, employees, agents and offices acting on their behalf are prohibited from disclosing information, facts or doing any acts that may cause customers or third parties to know about the investigation, transaction reporting to the AMLO office, except for compliance with the law or by court order or disclosure of information between the head office and branches.
9. The Company requires that all information and evidence of identity verification, as well as Customer Due Diligence and transactions shall be kept entirely within the period specified by law.
10. The Company shall arrange and provide the AML/CFT/WMD training to all staffs in accordance with the applicable laws and regulations. Also responsible for the enhancement of the staff’s knowledge to meet the regulatory requirement and efficiency of AML/CFT related duties.
11. The Company will arrange the independent audit program on AML/CFT/WMD regarding to the compliance with the internal policies and regulations.
12. The Company shall prescribe the internal policy and procedures for sharing information required for the purposes of AML/CFT/WMD risk management applicable to all branches and majority-owned subsidiaries both local and oversea jurisdiction. Adequate safeguards on the confidentiality and use of information exchanged should be in place. In the case of their foreign operations, where the minimum AML/CFT requirements of the host country are less strict than those of the home country, the Company shall be required to ensure that the branches and majority-owned subsidiaries in host countries implement the requirements of the home country, to the extent that host country laws and regulations permit. If the host country does not permit the proper implementation of the measures above, the Company should apply appropriate additional measures to manage the money laundering and terrorist financing risks, and inform their home supervisors. The Company shall prescribe the internal policy and design the program to supervise a third party’s activities in accordance with the applicable AML/CFT laws and regulations.
13. The Company has appointed Head of Corporate Governance and Control Department, to be the Chairman of AML/CFT Committee.

       3 ) The Policy of Whistleblower Protection Policy

      The Company place great importance on good governance by prescribing a policy for all levels of employees to focus on transparent and verifiable operations. The Company continuously provides training and knowledge for employees in those matters.

      The Company has provided channels for complaints or whistleblowing for various groups of stakeholders, which can be reported through several channels, such as;

      - All 101 branches nationwide
      - Call Center phone number 02-665-0123
      - Electronic mail (E-Mail): [email protected]
      - Investor Relations: [email protected]

       The Company has established a clear process for receiving complaints, whereby the complaint information, including the name of the complainant will be kept confidential. Employees are not involved and have no access to such information. In case of receiving complaint, the recipient will record the information and take corrective action as appropriate without delay, including reporting the results to the executives or the Board of Directors for acknowledgment in some cases.

       In addition, the Company has established channels for complaints in case of unfair treatment of employees, whether caused by the operations of the Company, supervisors or employees. When receiving such cases, the departments and responsible persons appointed by the Company will be responsible for inspecting, investigating and considering the results without delay, and directly reporting the results to senior management. In this regard, the complainant will be kept confidential as well. The Company has a variety of complaint channels, consisting of E-mail channel and other channels such as telephone, etc.

       4 ) The Policy of the right of Personal Data protection and personal data

       Since the operation of the Company are related to personal data, it is therefore highly aware of the problem of personal data abuse and adhere to the protection of privacy rights security of personal information Including the use of personal data to meet the purpose of collection under the legal framework.

       The Company has policies and practices to protect personal information of all stakeholders. The Company has improved processes and practices following the Personal Data Protection Act in order to develop potential and create awareness among personnel in the organization. Therefore, we have provided company’s personnel the training about guidelines of the personal data protection to be informed and prevent damage that may occur in the collection, usage and disclosure of personal information as well as the information is kept safe, confidential and will not be disclosed except required by law or with the consent of the service recipient, including appointing data protection officer (DPO).

       For personal data collection, the Company has provided a Privacy Policy Statement or a Privacy Notice for customers, shareholders, third parties and employees on the Company's website to notify the data owner of the purpose, duration, legal basis for data collection where information may be disclosed to third parties, including other details as required by law.

       The Company also devotes attention to the legal rights of the data owner. Therefore, the appropriate channels for right exercising and receiving complaints are provided. The Company has a policy to investigate and deal with within a reasonable time.

       In 2023, the company provided employees whose roles and responsibility are relating to personal data to participate in mandatory training on how to handle personal data in accordance with laws and international standards and they are required to pass the test.