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Corporate Governance

 

Corporate Governance

1. Rights of Shareholders

Recognizing the importance of the shareholders' rights, including sharing in the Company's profit, being able to buy, sell or transfer shares, receiving adequate information, participating and voting in the shareholders' meeting on significant issues, etc., the Company has continually protected and encouraged the shareholders to exercise their rights by emphasizing the disclosure of accurate, complete, timely, and transparent information to shareholders. In 2010, the Company has taken step to promote the shareholders' rights on the following tasks:

1. The Company conducted shareholders' meeting on June 17, 2010 at Grand Ballroom, Grand Millennium Sukhumvit Hotel, No. 30 Sukhumvit 21 (Asoke) Road, Klongtoey Nua,Wattana, Bangkok (No extraordinary meeting was held this year) and sent a notification of shareholders' meeting, containing agenda details and related appendices together with opinion of the Board of Directors, Articles of Association relating to shareholder's meeting, proxy forms, a list of all Independent Directors, a map showing the meeting venue, and also the criteria and procedures governing shareholders' meeting to shareholders for their consideration more than 15 days prior to the meeting dateas well as disclosed the notice of shareholders' meeting on the Company's website at least 30 days before the meeting date. To comply with Public Limited Companies Act,B.E. 2535 (1992), the shareholders' notice was also published in a Thai and English daily newspaper.

2. The Company always allows registration of shareholders at least 1 hour before each meeting.Barcode system was used for shareholder registration and proxy registration, allowing for a quick and efficient registration procedure and also printed ballots were handed out to each shareholder for voting.

3. Before each meeting, Company Secretary clearly informed all shareholders of voting and vote counting procedures with one share being equal to one vote. The Companywill provide an independent legal advisor together with share -holder volunteers to witness ballot counts for greater transparency. To protect the rights of shareholders, theCompany conducts balloting for each matter separately. In addition, approval of each resolution was based on the majority votes, except for special resolutions which required approval of no less than three-fourths of total votes of eligible voters present at the meeting.

4. For the shareholders' meeting on June 17, 2010, Vice Chairman of the Board of directors was the Chairman of the meeting as the Chairman of the Board of directors cannot attend this meeting. There were 9 directors in attendance such meeting together with auditor and legal advisers of the Company.

The Chairman of the meeting had allocated appropriate time and encouraged equal opportunities for shareholders to express their opinions and raise any questions at the meeting. Those issues and questions also are included in the minute of the meeting. Shareholders are free to send their meeting-related questions to the Company at least 15 days before of the meeting date.

5. The Company regularly disseminates information to shareholders via the Stock Exchange of Thailand (SET) channel, media, and publications, including on the Company's website and also set up information request through the E-mail addresses of the Investor Relations Section.

2. Equitable Treatment of Shareholders

AEON Retail Co, Ltd.
*AEON Hokkaido Corporation
*SUNDAY CO., LTD.
*AEON KYUSHU CO., LTD.
AEON RYUKYU CO., LTD.
AEONBIKE CO., LTD.
JOY Co., Ltd.
TOPVALU COLLECTION CO., LTD.
Bon Belta Co., Ltd.

3. Roles of Stakeholders

4. Information Disclosure and Transparency

5. Responsibilities of the Board

Corporate Social Responsibility

The Company is aware of the responsibility towards the public and environment by developing internal system and supporting corporate social responsibility activities regularly. In April 2007, AEON Thailand Foundation ("ATF") was established to commemorate the Company's 15th anniversary with the commitment to provide development and assistance to society and intention to preserve and recover the environment.

In order to contribute many charitable projects according to the foundation's objective, ATF has mainly received regular contributions from the Company and associated companies. In addition, the Company has focused on Corporate Social Responsibility as follow:

Protection of Personal Information

The Company has Corporate Quality Secretariat (CQS) Office for the purpose of Company's information security awareness and segregation of duty evolving Company's information in each level including monitoring compliance in the work place. The CQS Office is responsible for Information Security Management System and to promote secure management of personal information activities i.e. evaluating, training, and revising the measures of risk management for protection of company's asset and information. The Company also implemented access control system to work areas, information disclosure, and etc.

The Company was awarded the ISO/IEC 27001: 2005 certification for its Information Security Management System (ISMS) by Bureau Veritas Certification (Thailand) Ltd. in February 2008. This certification is an internationally recognized information security framework standard which gives assurance and satisfaction of knowing that the Company is protecting all information with controls those are the best practices and are commonly used by world class organizations. This means that information security and data protection have top priority in the company and have been efficiently implemented.

In addition, in February 2009, the Company was awarded the ISO9001:2008 certification, an International Standard of Quality Management System, by Bureau Veritas Certification (Thailand) Ltd. This achievement clearly demonstrates the Company's commitment to provide the financial services in line with the customers' need and expectation efficiently and effectively and also comply with all legislative requirements.

Environment Protection

AEON Group has a policy to give back to society as a principal of business. Facing potential risk of global warming and climate change in this decade, AEON Group has actively preserved environment through tree-planting and water resource protection in order to reduce impact from global warming and climate change. The Company has organized the tree planting activity consecutively every year i.e. joining tree planting activity initiated by AEON Environmental Foundation (Japan) in Beijing, China and participating in "AEON Thailand Foundation Tree-Planting project" at the Sinrindhorn National Environmental Park in Cha-am, Petchaburi Province. To help the disaster victims, the Company presented the cash donation to Friends in Need (of "PA") Volunteers Foundation Thai Red Cross to help flood victims, presented help to the victims of flood both at the moment and recovery after flood by donation of disaster relief package to the victims at Amphur Hat Yai, Songkla Province and rice seeds to farmers at Pathumthani Province.

In 2012, The Company with AEON Thailand Foundation and its affiliated companies has been focusing on forest preservation continuously by organized the tree planting activity under a project of "Plantation in honor of 85th birthday of His Majesty the King" at Sri Lanna National Park, Chiang Mai province which many of volunteers from both internal and external joined the activity.

In addition, the Company was awarded the ISO 14001:2004 certification, an International Standard of Environmental Management System, by Bureau Veritas Certification (Thailand) Ltd. This achievement clearly demonstrates the Company's commitment to provide the business by concentrating on impact of operating services and also comply with related laws and regulations. Besides, the Company also announced Environmental Policy to all employees, related persons, and public.

Social contribution Activities

The Company has a policy to return to society consecutively. CSR activities were organized to the social welfare and community since 2007 and will be arranged continuously i.e. campaign for raising fund donation to Chai Pattana Foundation in order to celebrate His Majesty's 60 years of Golden Reign, blood donation through Thai Red Cross, providing lunch treat, scholarship and donate necessary things to disadvantaged kids and the deaf students, dictionaries donation for students, donation to Earthquake victims in Republic of Haiti via The Thai Red Cross Society, donated winter equipments to the victims of cold at Nongkhai Province in associated with The Thai Red Cross Society, arranging AEON We Care project by granting the ambulance to The Thai Red Cross Society and cash donation to Phramongkutklao Hospital Foundation.

In 2012, aside from the blood donation activity, donated cash to support The Cardiac Children Foundation of Thailand and donated winter equipments, the Company, its affiliated companies, and AEON Thailand Foundation has been continuing the "AEON Library" project for 2nd time at Lopburi Province with the purpose of restoration flooding area in school and restore life to the library of needed school. Not only renovated the library at school in Lopburi, the foundation also contributed books for school at Ayutthaya province. Furthermore, the foundation granted scholarship to undergraduate students of Chulalongkorn and Thammasat University which is 4-year scholarship program.

AEON Thailand Foundation was qualified by the Ministry of Finance to be a public charity organization number 773 which the donations made to AEON Thailand Foundation is tax deductible expenses in the end of year.

AEON Thailand Foundation click here to open the page. Corporate Social Responsibility Report click here