Company objectives and goals

From the recession of the real estate business, the Company also has strengths in many areas such as house designs and effective functionality. There are high-quality houses available for sale. At the same time, there are weaknesses in some areas such as the overall economic problems, the increasing of construction costs, the problem of COVID-19, instability in the work that is causing customers to maintain their financial position.

The Company set the short-term plan to reduce the burden of the customer by providing flexible special procedures, consulting services and supporting customers who want to buy a home or condominiums. This plan is to ensure that the Company’s revenue will be strong and stable during the year, moreover, to response the customer satisfaction which is our first priority.

Medium-term, the number of low-rise projects should be appropriately expanded by adapting the marketing strategy and location to be more effectively. The Company’s key consideration is the absorption rate which is the product turnover . In additional, the new condominium expect to recognize revenue in 2024 onwards

Long-term, the Company has developed a strategy to achieve sustained revenue and prudent growth.

Cost strategies are short-term, medium and long-term approaches, with more strict in spending. The budgeting process is implemented to maximize the effectiveness.

Construction strategy The Company uses the highly effective construction method, by using high quality Aluminum Form. There are no seams that cause leakage and reduce the construction time.

Liquidity strategy The Company holds some land that considered not to start the project due to market conditions, product characteristics, selling prices are not match in the short term. The Company may consider selling it to increase liquidity and reduce debt and interest expenses. This would increase an opportunity to invest in other better potential projects in the medium term. It can generate more cash flow cycles and profits in medium and long term, together with continuous reducing costs and expenses will help the Company to increase the liquidity. More than that, sales accelerating of ready-to -sell products has been consistently monitoring.

Social strategy, although the the Company’s revenue is not meet the expectation, the company still maintains positive customer satisfaction and imtproves productivity. In addition, environmental awareness continues to improve, especially in the waste management project in the sales project that helps juristic persons both already established and are going to establish to generate additional income from the collaboration of the community and planned to expand in commercial. In this regard, the company does not focus on the economic profit, but rather the environmental profit and quality of life as a whole. For ongoing projects such as quality house project, health care project by organizing exercise area, environmental-friendly project, school project of migrant workers and sustainable projects that are still performing consistently. The project provides a good community that can be viewed from the results of Friend Get Friend project, the customer introduces new buyers, is not decrease.

CORPORATE GOVERNANCE POLICY OF THE COMPANY AND SUBSIDIARIES

The Board of Directors have policy to pay attention in the good corporate governance by focusing on the transparency to build trust to all stakeholders such as shareholders, investors and other related parties. The Company and subsidiaries’ principles and guidance are as follows:

  1. Rights of shareholders
  2. Equitable Treatment of Shareholders
  3. Roles of Stakeholders
  4. Disclosure and Transparency
  5. Responsibility of the Board of Directors

Rights of Shareholders

The company has policy to support and treat all shareholder to ensure the basic right execution in an equal and fair basis especially in shareholders’meeting. The company has provided guideline as follows:

  1. The company has appointed Thailand Securities Depository Company Limited which acts as a company registrar to facilitate security transactions for shareholders
  2. The Company arrange the shareholders' meeting by selecting the place and time and date that does not create a significant obstacle to attend the meeting. The Company will send the notice letter of the shareholder meeting to all shareholders at least 21 days in advance. The Company will send all information related to the decision making to all shareholders by postage at least 14 days in advance in a sufficient and timely manner, as well as the Board of Directors’ opinion in each agenda. This is to comply with the Company’s regulations no.29, citing the notice of the shareholder meeting. Moreover, the company will publish the notice letter of the shareholder meeting on the website www.areeya.co.th at least 30 days in advance.
    The Company will set the sufficient and appropriate meeting time for proceeding all agendas. During the meeting, the Chairman will offer shareholders an opportunity to express their opinions and inquires on the Company’s business operations and other related matters. The Chairman and other board members have to participate in the meeting to answer any inquiries by shareholders, if any.
  3. The company will offer the shareholders an opportunity to propose inquiries and agenda or to nominate a candidate of board member or audit committee via the company’s website and to the investor relations prior to the meeting.
  4. The director and executive member who willing to process any sales or purchase of the company’s shares inform the Board of the Directors or assigned committee at least 1 day in advance.
  5. If any shareholders are unable to attend the meeting, the company will provide an additional alternative for the shareholder. He or she will be able to proxy his/her right to an independent director.
  6. The Board of Directors which included Audit Committee and relevant executives will attend the meeting. The Chairman of the Board of Directors or a person approved by the shareholders' meeting to be the chairman of the meeting will run the meeting agenda and vote according to the order of the agenda specified in the notice of the meeting. In addition, the Company informs the shareholders about the required votes for each agenda before voting to ensure transparency and accuracy. In addition, The Company uses a service of an independent lawyer's office to verify the votes and asks for volunteers from shareholders' representatives to be witnesses of the vote counting. The Company facilitates the vote counting by using a bar code reader or by other methods.
  7. The Board of Directors oversees that the minutes of the shareholders' meeting were recorded to contain complete essentials which are: Important clarifications, questions, comments Including the required votes for each agenda, the voting and counting method. The company must complete the minutes of the meeting within the time required by law. Including having a proper storage system that can be examined and referenced in order to make the minutes of the meeting more complete.
  8. Disclosing the resolutions of the shareholders’ meeting to the public of the voting results of each agenda via the SET Portal system of the Stock Exchange of Thailand and publishes on the company website after the meeting.
  9. Record and complete the minutes of the shareholder’s meeting both in Thai and English language within 14 days from the meeting date and sent to the Stock Exchange of Thailand and the Ministry of Commerce within the period specified by law as well as published on the company's website.

EQUITABLE TREATMENT OF SHAREHOLDERS

1. Treatment of minority shareholders

The Company has prescribed criteria and procedures whereby minority shareholders may propose agenda items for the meeting and to nominate candidates to be elected as a director beforehand. The Company provides channels for minor shareholders to suggest, express opinions to website or investor relation representative on the website.

2. Monitoring the usage of insider information

The Board of Directors is aware of the importance of preventing the use of insider information of the Company for self-interest. Therefore, they develop a policy to keep information that has not yet been disclosed to the public as confidential by limiting the audience to those who are involved only.

In this regard, the Company has informed the executives to report their securities holdings in the Company, including spouses and minor children as well as reporting changes in securities holdings to the SEC and the SET under Section 59 and penalties under Section 275 of the Securities and Exchange Act B.E. 2535.

Also, such mentioned persons as directors, management and employees including their spouse and minor children, are prohibited to make any security transaction; either purchasing, or selling, or transferred by taken advantage of the inside information, which has not yet been disclose to the public. However, in case of the transactions occur in normal business, directors and management including their spouse and minor children, he/she had to report to the office within three working days after the transaction date, and send the copy of documents to company as evidence.

In addition, the company provides ethical policy that director, management and employees are always expected to observe honestly and virtuously, should not participate to any immoral behaviors deteriorating company recognition. If any evidence has shown that confidential information are used for self-interest, it’s doomed that such a person is accused of severe disciplinary violation and may be deserved condemnation according to employee regulation.

3. Preventing conflict of interest

The Board of Directors has established policies regarding conflict of interest as follows:

  • The Shareholder structure shall be clear, transparent and shall not have cross-holding among major shareholders, thereby preventing any conflict of interests with any party. Also, the shareholder structure of the Company and its subsidiaries shall be disclosed in the 56-1 one report.
  • Directors and management must file a report stating their own and their related persons’ interests in the the Company or subsidiaries to the company secretary. The company secretary shall deliver a copy of such a report to the Chairman and Chairman of the Audit Committee within seven days upon the receipt of the report.
  • In case any director or management has a interest in any agenda under consideration, such a person must leave the meeting during consideration that agenda and must abstain from voting on such an agenda item. This is to ensure that the Board of Directors and management make decisions in a fair manner for the utmost benefit of shareholders.
  • Develop good governance, table of authority, ethics and other staff rules including the usage of inside information in writing. There are clear penalties in the event that management or employees disclose inside information to the public or use it for their own benefit.

ROLES OF STAKEHOLDERS

The company has committed to provide fair treatment and transparency to all stakeholders by setting the principle and guidelines as follows:

1. Shareholders:

The company has attempted to offer the attractive returns to all shareholders by generating outstanding performances and sustainable business development. The company also provides the effective internal control to assure best interest to our organization and shareholers.

2. Customers:

The company has continued to focus and maintain our quality of services and high customer satisfaction as our core value via the after-sale service team members consisting of Call Center, After-Sale Service (AS), Customer Management (CM), and Customer Relations Management (CRM) which has a common goal of providing fast and standardized after-sales service to create maximum satisfaction for the residents.

3. Partners:

The company operates a policy to select contractors (partners) fairly and transparently by strictly adhering to trade conditions and always consider the problems that arise with contractors in order to jointly solve problems them, such as organizing training to increase knowledge for contractors, providing loan sources by negotiating with banks and assist in the procurement of materials in the event of a shortage or lack of liquidity of the contractor.

4. Creditors:

The Company clearly formulates the policy and practical guideline on the creditors. The Company is committed to conduct business in a fair manner in order to create trust and maintain sustainable among creditors either being trade creditor or financial institution creditor, especially in terms of guarantee condition, capital management and repayment. The Company committed to strict compliance with the conditions of the creditors. In the case of non-compliance with any of the conditions, it shall inform the creditors promptly in order to jointly solve the problems by applying reasonable principles.

5. Competitors:

The company has supported the free trade agreement policy and emphasize mainly on fair and acceptable rules to avoid dishonest practices that may lead to unfair trade advantages.

6. Employees:

The company also remains firm in recruiting and retaining skillful and experienced employees while consistently focusing on the development and maximization of skills required for each particular task. In addition, the employees will be encouraged to acquire occupational progress and stability to keep pace with the advancement of the organization, with the allocation of lucrative welfares and benefits such as provident fund, health insurance, annual health check-up program, and more.

7. Community, Society, and Environment:

The company has strongly committed corporate social responsibility policy in our core value. The company has implemented its core value into day-to-day business operation with full responsibility towards the community, society, and environment in accordance with laws, rules and regulations. In addition, the Company focuses on raising awareness of the employees to make the most effective use of resources and must be push all employees to be aware of surrounding environmental by providing training and campaigning on environmental issues, such as saving the energy of the company creative separation of waste, sharing income to society, etc.

NON-VIOLATION INTELLECTUAL PROPERTY POLICY

The Company considers the intellectual property policy as part of the employment agreement. to continue the sustainable success on the company business and align with corporate transparent procedure, the key contents are as follows:

  • The employee must strictly follow non-violation of any intellectual properties.
  • The employee must ensure the permissible right on all works under the terms on which the company was granted.
  • The employee must immediately inform the Company, when involving in any issue on copy rights or intellectual property.

Moreover, the Company sets the specific procedure, for example, the computer system and information technology usage must be certified by the proper license. Installation or publicity of illegal software product that is not properly licensed to the Company is strictly prohibited.

HUMAN RIGHTS POLICY

The Company issues human right procedure for all employees to follow strictly. starting from the sourcing and recruiting process, the company ensures that no discrimination on gender, race, religion, skin color, or any factors that are not related to ability to operate the job, and no labor abuse or illegal practice. The procedures regarding to human rights are as follows:

  • The company shall fairly determine employee compensation according to qualifications, job scope, competencies and working performance that employee delivers, together with organization compensation structure.
  • The company shall fairly encourage employees in all levels to attend training programs according to the organization training roadmap.
  • The company shall treat employees with honor and respect to each other’s opinion.

TRANSPARENCY AND DISCLOSURE OF INFORMATION

The company emphasizes on providing its business information in a sufficient and timely manner. The information included the delivery of corporate news via electronic systems known as SET Community Portal (SCP) and ELCID, developed by the Stock Exchange of Thailand (SET) and the publication of news in local newspapers in accordance with the Public Limited Company Act. The company has also unveiled its business information in the 56-1 one report and financial statement in both Thai and English languages in the Company’s website at www.areeya.co.th

Significant information include financial reports, non-financial data, and other related information approved by the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET).

The financial statements to be disclosed to the SET is fully reviewed and verified by the company’s external auditor and approved by the Board of Directors. Obviously, the Board of Directors is responsible for financial statements of the company and its subsidiaries. It is clearly understood that the financial information specified in the annual report will be prepared in accordance with the accounting standards generally used and accepted in Thailand. It is also required to select the most appropriate accounting policies, pursue the policies’ requirements, determine accurate judgment in a cautious manner, generate the most effective estimation for the preparation of information, and sufficiently disclose important information in the notes to financial statements. The Board of Directors has also maintained progressive internal audit to ensure that the accounting records are accurate, complete, and sufficient, particularly to sustain the value of properties and identify weaknesses to prevent fraud and error. The Board of Directors has appointed members of the Internal Audit Committee, who are not considered the company’s executives, to be responsible for the quality of financial reporting and internal controls. The Internal Audit Committee’s approval can be seen in the internal audit reports already listed in the 56-1 one report.

The Board of Directors guides and establish policies and participates in considering and approving strategies, goals, business plans and budgets of the Company. As well as supervising the management to perform as specified with efficiency and effectiveness. Authorities have been established to approve limits for expenditures for normal business transactions of the Company and for financial transactions such as borrowing or applying for any credit from financial institutions as well as being a guarantor.

The Board of Directors has assigned the Executive Committee and Managing Director to have duties and responsibility for operating the business with authorization according to the scope, duties and responsibilities of the Executive Committee and Managing Director. The authorization must not allows the Executive Committee, the Managing Director or the person authorized by the Executive Committee to approve transactions that they or persons may have conflicts of interest with the Company (As stipulated by the SEC), except for the approval of transactions in accordance with policies, guidelines or criteria approved by the Board of Directors and regarding transactions that are in accordance with normal trade or normal business operations in order to prevent conflicts of interest and unfair actions in various areas that may occur. The Company has issued a guideline on standards of conduct and business ethics for executives and employees by emphasizing honesty and ethics in dealing with customers, suppliers, partners and with all third parties, no conflict of interest, protect and properly use company assets, do not disclose or distribute company information to other people without permission and not to trade the Company's securities by using inside information that has not yet been disclosed to or know by the public.

In addition, if there is a connected transaction according to the regulations of the Stock Exchange of Thailand, the Board of Directors will carefully consider the suitability before entering into any transaction, taking into account the interests of all shareholders and has to comply with the regulations of the Stock Exchange of Thailand and disclosed in the 56-1 one report.

The Chairman of the Board of Directors, the Chairman of the Executive Committee and the Managing Director is the same person. However, all transactions that are not normal operations of the company must considered by the Board of Directors which including 3 independent directors.

The Board of Directors regularly holds meetings, in which each management meeting has prepared information and details for the Board of Directors to consider. During the meeting, the chairman of the meeting offers the time for the directors to carefully consider each agenda, including providing full opinions and record and approve a minutes of meeting and keep for those involved to verify.

The Audit Committee regularly holds meetings, which at the meeting of the Audit Committee has considered and select the external auditor and audit service fee, providing opinions in the interim financial statements and annual financial statements that the reviewed or audited by external auditor, consider compliance with accounting standards and disclosure of information in the financial statements before presenting to the Board of Directors for consideration, reviewing the disclosure of related party transactions or connected transactions, consideration of the appropriateness of the internal audit and audit plan and consider the internal audit report that has testing on the business cycle according to the plan prepared by the Internal Audit Department. Moreover, the Audit Committee provide recommendations on improving the internal control system to the management. The details of attendance of the Audit Committee As specified in the topic Remuneration for Directors and Executives.

The Company has not yet appointed the Nomination Committee and the Remuneration Committee because the Board of Directors considered that the number of director is suitable for the Company and normally, the Company can call for a Board of Directors meeting to consider the matters. In addition, the directors must comply with the Code of Best Practices of Listed Companies such as complying with relevant laws and regulations of the company be honest and responsible to the company and shareholders, be knowledgeable and have an ability and willingness to use them in business operations continuously and have responsibility for financial reports, etc.