Internal Control
BTS Group Holdings Public Company Limited (formerly Tanayong Public Company Limited)
the Board of Directors and/or shareholders, as the case may be, for their approval prior to the execution of the transaction. Also, such a transaction can only be approved by persons who do not have a conflict of interest in the transaction, after taking into consideration the benefits to the Company. •
In the case that the transaction to be entered into with a connected person will commit the Company on a long term basis, it is required that such transaction be monitored to ensure compliance with the agreed conditions. In addition, the transaction must be reported to
the Audit Committee for consideration of its appropriateness throughout the term of the agreement. The Audit Committee shall also determine measures to prevent any related persons from using the opportunity for their own benefit.
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The Company monitors the operations of the Company’s subsidiaries and affiliates on
a regular basis, as well as providing guidelines to the persons appointed as Directors or Management of such companies in order to ensure that these companies’ operations are in line with the Company’s goals. The Company has also set up a monitoring policy to ensure that the operations of the Company, its subsidiaries and affiliates comply with all relevant laws and regulations. The Company adopts preventive measures as appropriate to prevent any violation of the law.
9.4 Information and Communication Measures The Company organizes its information system to cover the Company’s performance at the company level, the financial reporting level, the business unit level and the policy compliance level to ensure effective communication to enhance achievement of the objectives and goals of the Company. Communication of such information to the relevant persons is extremely important and enhances the effectiveness of the internal control system as follows: •
The Company provides the Board of Directors with essential information to support their decision making. Such documents are delivered together with the invitation to the Board of Directors’ meeting at least 7 days in advance of the meeting so that the Board of Directors have sufficient time to study such documents, except in an emergency case in which the documents cannot be delivered at least 7 days in advance.
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The Company requires that the minutes of the Board of Directors’ meetings contain appropriate details, which are the basis of the decisions made for each agenda item. Also, there is a record of Directors’ inquiries, comments and observations on each matter being considered during the Board meeting.
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