Corporate Governance

Corporate Governance Policy

SCG conducts business with responsibility, transparency, and fairness, adhering to the long practiced business principles defined by the framework of the SCG Code of Conduct and dedication to sustainable and balanced benefits. The Board of Directors behave as role models in compliance with SCG’s Principles of Corporate Governance and Code of Conduct.

SCG is resolved to become a role model in corporate governance, encapsulating it in SCG Vision with the conviction that SCG’s corporate governance will ensure fairness, transparency, and long-term economic value for shareholders whilst creating confidence among all stakeholders and enhancing the Company’s competitiveness to achieve sustainable growth.

The Governance and Nomination Committee is entrusted with overseeing SCG’s corporate governance matters, encompassing the establishment of policy and guidelines as well as monitoring the performances of the Board of Directors and the Management to ensure their compliance with SCG’s corporate governance policy. The Committee also monitors and evaluates the corporate governance practices together with periodically reviewing the guidelines to ensure their alignment with business operations and corporate governance practices at national and international levels. Moreover, corporate governance is specified as one of the main items on the agenda at the Board of Directors’ meeting.

Practices on SCG’s Corporate Governance

SCG firmly upholds and complies with the principles of corporate governance both locally and internationally. Examples include the Principle of Good Corporate Governance for Listed Companies of the Securities and Exchange Commission and the Stock Exchange of Thailand, as well as the Corporate Governance Report of Thai Listed Companies (CGR) of Thai Institute of Directors (IOD). Added to this are the internationally-recognized benchmarks such as ASEAN Corporate Governance Scorecard (ASEAN CG Scorecard) and DJSI Sustainability Assessment. The Governance and Nomination Committee takes charge of considering and proposing to the Board of Directors the establishment and implementation of the policy and guidelines for their approval. For issues that have yet been covered or implemented, the Management is to report to the Governance and Nomination Committee for review on an annual basis.

The Board of Directors compiled knowledge and practices in management passed down from generation to generation and proven to be in alignment with the corporate governance principles. They were codified into SCG’s corporate governance handbook, firstly published in 2003. Last updated in 2017, the booklet is now also published as an e-book on the Company’s website.

In 2018, SCG was rated on corporate governance practice by various agencies and achieved awards as follows:

• Rated “Excellent” in the Corporate Governance Report of Thai Listed Companies 2018, carried out by the Thai Institute of Directors Association (IOD).
• Scored 97 points in the evaluation of the quality of Annual General Meetings of Shareholders for the year 2018 (AGM checklist) of listed companies by the Thai Investors Association.
• Received the Sustainability Award of Honor for the fourth consecutive year as part of the SET Sustainability Award 2018.
• Received an Outstanding Innovative Company Award in SE T Awards 2018, hosted by the Stock Exchange of Thaland and Money & Banking Magazine.
• Included by the Stock Exchange of Thailand in the Thailand Sustainability Investment List in the Property & Construction Category for the fourth consecutive year in 2018.
• Received an Sustainability Report Award for the sixth consecutive year and an Award of Sustainable Excellence for the third consecutive year at the Sustainable Report Award 2018, hosted by the Thai Listed Companies Association, CSR Club, the Securities and Exchange Commission (SEC), and Thaipat Institute.
• Received the Best SDGs Reporting 2018 from the Thai Listed Companies Association (CSR Club), the Securities and Exchange Commission (SEC), and Thaipat Institute.
• Received the MAT Award 2018 and Bronze Award in the CSR Category from the Marketing Association of Thailand.

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1. The Right of Shareholders
Shareholder Proposal
2. The Equitable Treatment of Shareholders
Blackout Period
3. The Role Of Stakeholders in Corporate Governance
Whistleblower Policy
SCG Whistleblower System
Stakeholder Engagement Policy
SCG Antitrust Policy
Diversity and Inclusion Policy
SCG Procurement and Vendor Selection Policies and Guidelines
4. Disclosure and Transparency
Disclosure Policy
5. Responsibilities of the Board
Charter of the Board of Directors
Charter of the Audit Committee
Charter of the Governance and Nomination Committee
Charter of the Remuneration Committee
Charter of the CSR Committee
Qualifications of Independent Directors of SCC
Policy on Attendance at the Board of Directors Meetings
Policy on Limitation of the Number of Listed Companies Where Directors May Hold Directorship
Policy on the Target Share of the Independent Directors on the Board
Policy on Director Qualifications and Nomination
Comparison of Definition of Independent Director
SCG Working Experience of Board of Directors

For more information, please contact:
Corporate Secretary Office, The Siam Cement Public Company Limited
1 Siam Cement Road, Bangsue, Bangkok 10800, Thailand
E-mail: corporatesecretary@scg.com