Scroll to top

Board of Directors Meeting No. 17/2021 of aCommerce Group Co., Ltd. (the "Company"), held on 9 November 2021, has resolved to approve the adoption of the Investor Relations Code of Conduct prepared by the Company, in order to establish guidelines for correct and proper practices to which investor relations officers (the "IROs") can adhere. This Investor Relations Code of Conduct provides the fundamental principles concerning disclosure of material information, protection of insider information, fair and equitable treatment of stakeholders, and performance of duties with integrity, which are in alignment with the Company's Corporate Governance. This Investor Relations Code of Conduct consists of four main principles as follows:

  1. Accurately, sufficiently, and timely disclosing information crucial to, and necessary for, investment decisions.
  2. Handling and protecting insider information.
  3. Disclosing information in an equitable and fair manner.
  4. Performing duties with professional integrity.

1. Accurately, sufficiently, and timely disclosing information crucial to, and necessary for, investment decisions

1.1 To disclose information crucial to, and necessary for, investment decision in an accurate, sufficient, and timely fashion in accordance with the rules of the authorities concerned, such as the Office of the Securities and Exchange Commission (the "Office of the SEC") and the Stock Exchange of Thailand (the "SET").

1.2 To exercise discretion and caution in disclosing information, and to refuse to divulge trade secrets or information that may compromise the Company's or its subsidiaries' competitiveness.

1.3 To disclose information in a regular and clear manner, and exercise caution to prevent misunderstanding or misinterpretation; to provide both positive and negative facts in sufficient detail for a clear understanding; and to always recognize that disclosure of complete information will enable information receivers to achieve greater accuracy in predicting and anticipating the Company's current and future performance.

1.4 To clarify facts to the public in a timely manner in compliance with the regulations of the SET and relevant authorities upon the surfacing of rumors, news leaks, inaccurate understanding among stakeholders, or any information about the Company and its subsidiaries that may significantly influence the rights and benefits of securities holders, investment decisions, or the prices or value of the Company's securities.

1.5 To refrain from disclosing inaccurate information or information that is conjectural or predictive in nature, either verbally or in written form, before public disclosure, with the intention to manipulate the purchasing of the Company's shares.

1.6 Not to provide negative or slanderous information about the Company's competitors or stakeholders.

1.7 To establish information dissemination channels or sources to ensure equitable disclosure of information to information users.

2. Handling and protecting insider information

2.1 Not to use insider information that is important and yet to be publicly disclosed for the benefit of the IROs themselves or of other persons, until it has been publicly disclosed in accordance with the applicable rules.

2.2 To comply with the laws, regulations, or the Company's policies concerning handling of insider information. Material information that may affect performance should be disclosed through channels provided by the SET before it is relayed to any specific investor group.

2.3 To adopt a "quiet period" of at least two weeks before the disclosure of the Company's financial statements, during which the IROs will not provide analysts or investors with information or answer questions relating to the Company's short-term performance.

3. Disclosing information in an equitable and fair manner

3.1 To host activities for different shareholder groups, as appropriate, to offer the opportunity to each group for equal and fair access to information, and ensure that no group is placed in a disadvantageous position or has their investment opportunities compromised.

3.2 To provide a channel with equal opportunity for all stakeholders to contact and make enquiries, without extending special privileges to any particular group of stakeholders.

3.3 To promptly disclose the information presented in exclusive meetings, such as roadshow and analyst presentations, on the Company's websites and through the channels provided by the SET after those meetings so that it becomes publicly available.

3.4 To treat each stakeholder group according to the following guidelines.

  1. Investors
    • To treat all investors, whether institutional or retail, equally.
    • To provide opportunity to retail investors for the same level of access to data as analysts and institutional investors.
    • Not to discriminate in accepting one-on-one meetings with institutional investors or investor groups.
  2. Analysts
    • To invite and offer analysts from every securities company equal opportunities to attend analyst meetings.
    • Not to give any reward or gift to analysts with the intention to influence them to write analysis for the Company or to write reports in a positive light.
    • To respect the reports and opinions of analysts, and to clarify the facts if it is considered that any report or opinion includes or provides inaccurate information.
  3. Media
    • To provide media with opportunity for equal access to accurate, clear, and pertinent information.
    • Not to disclose information that is about to be publicly disclosed in the media to any specific media outlet in advance.
    • Not to give any reward or gift to analysts with the intention to influence them to write groundless news or articles for the Company.
  4. Authorities
    • To cooperate in providing vital and appropriate information when requested by the authorities.
    • Not to give any reward or gift to officials of the authorities with the expectation of special treatment in return.
  5. Internal parties
    • To host activities occasionally so that the Company's executives can meet different stakeholder groups as appropriate.
    • To report to the Board of Directors and the executives all useful information that helps add value to the Company, such as results of investor relations activities, opinions of analysts and investors, and capital market movements.
    • To communicate the Company's Investor Relations Code of Conduct to employees so as to establish a uniform practice in alignment with that of IROs.
  6. Other stakeholders
    • To accurately, sufficiently, timely, and equitably disclose information to other stakeholders, and, if it is necessary to disclose information for business operations, to exercise due care under the conditions regarding confidentiality.

4. Performing duties with professional integrity

4.1 Not to receive graft or bribery that may be construed as personal incentives or gains.

4.2 To avoid any actions that constitute conflicts of interest with the Company and its subsidiaries, such as the use of the Company's or its subsidiaries' assets or information for personal gain.

4.3 Not to exploit the relationship or information obtained from the performance of duties as IROs in order to seek personal gain.

4.4 To comply with the Company's policies and Code of Conduct, and to immediately report to supervisors if there is a breach of this Investor Relations Code of Conduct.

This Investor Relations Code of Conduct is in effect from 9 November 2021.

Announced on 9 November 2021.

 

(Mrs. Oranuch Apisaksirikul)

Chairman of the Board of Directors