To adhere to the principle of disclosure and transparency of the Corporate Governance, TTCL Public Company Limited has set up the Investor Relations Department as a focal point in conducting proactive investor relations activities, according to best practices of leading international organizations, to promote effective communication channels with investors, analysts and other related parties. Opportunities are also provided for investors to raise questions and receive Company information through various channels, such as the Company’s road shows are participated in with domestic and international investors; report on the operations of Investor Relations to the Board of Directors quarterly; publish the results of the operation in webcast on the Company’s website; provide shareholders and institutional investors to visit and meet business executives in order to generate understandings in the business of the Company.
To conduct the above activities, the Company adheres to the basic principles and practices of “Investor Relations Code of conduct” published by Good governance development & Alliance department, The stock exchange of Thailand, 2014, as a framework. When confronting difficult situations, Investor Relations Officers (IROs) should select the best alternative that does not violate the four principles which are;
Disclosing material information accurately, sufficiently and in timely fashion.
Not using inside information for their own or their related parties’ benefit.
Disclosing material information fairly and equitably. All stakeholders must be able to access to the information and conveniently contact IROs for clarification.
Performing their duties with professionalism, integrity and equitability. Preferential treatment that may undermine the benefits of the company and all stakeholders is not acceptable
The practices according to basic principles
To guide Investor Relations officers how to act in accordance with the principles, The Practices have been specified as the followings;
IROs need to disclose material information in accordance with the rules and regulations of the authorities concerned, such as the SEC and the SET.
IROs can refuse to provide trade secrets or that which would give competitors a competitive edge.
IROs should provide clear and sufficient information for making investment decisions. For example, if operational performance changed by greater than 20%, this change should be clearly clarified in the Management Discussion and Analysis so that investors can understand the underlying factors and reasons.
When rumors or news leaks surface, IROs should immediately clarify the facts to the public in accordance with the SET and the SEC rules and regulations.
IROs must not disclose inaccurate information with the intention to manipulate share trading.
IROs should establish dissemination channels that treat all stakeholders fairly and equally.
IROs who can access such information must not provide it to any outsider prior to compulsory public disclosure.
IROs must strictly comply with rules and regulations relating to the use and control of inside information. For example, any information that has an effect on operational performance must be disseminated through the SET’s electronic system before being provided to others.
IROs are required to send notices with respect to prohibited share trading periods to related person on a regular basis.
Do not conduct any direct investor relations activities, including meetings or calls with any investor or analyst (Quiet period) two weeks prior to results announcements.
If the company plans to host an analyst meeting before earning results are publicly disclosed (an earnings preview), such previews should be done before the quiet period and must be done very carefully. Any prohibited data, such as estimated revenue and net profit, must not be disclosed.
IROs must provide all stakeholders with equal opportunity to access to information. While activities hosted for each group of stakeholders may differ, the information provided must be the same and not benefit only a particular party.
IROs should provide equal opportunity for all stakeholders to contact or make enquiries. Special privileges for any particular group of stakeholders are unacceptable.
IROs should publicly disclose any data which have been presented exclusively at a particular event, such as a roadshow or analyst meeting, on that firm’s website right after the event or as soon as possible.
IROs should take care in communicating through social networks. They should follow and monitor news and views so as to understand investors’ perceptions. In case they need to clarify any misunderstandings, they should first inform the public through the SET’s online system, in order to avoid giving preference to any particular group of investors.
IROs should treat each group of stakeholders as follows:
All investors should be treated equally.
Retail investors should have access to data at the same level as those provided to analysts and institutional investors.
IROs should not discriminate in accepting a one-on-one meeting with investors. If they are not able to meet everyone, guidelines for accepting meetings should be clearly established and strictly followed.
IROs should take care in arranging activities such as company visits or investor meetings, keeping benefits to the firm and cost-effectiveness among company’s top priorities.
IROs should give all analysts equal opportunity to attend analyst meetings arranged by the company.
IROs should not give any gift or incentive to analysts with the intention to influence research findings or reports.
IROs should provide information and opportunity for the media to have access to data as deemed appropriate.
IROs should not use business conditions or benefits to influence media, such as buying advertisements in a given publication, to persuade the media to report positive news about the company.
IROs should not give any gift or other incentive to media with intention to motivate them to report positive or groundless news.
IROs should cooperate in providing information when requested by regulators.
IROs should not give any present or incentive to regulators with expectation of return in terms of special treatment.
3.5 Internal parties
IROs should arrange meetings for management to discuss issues of concern with all stakeholders as deemed appropriate.
IROs should report all useful information to the board and management, such as IR activities, comments from analysts and investors, and capital market sentiment.
IROs should communicate the firm’s IR code of conduct to all employees such as how to handle inside information etc., so that they all understand and behave the same way.
3.6 Others such as financial institutions and credit rating agencies
In principle, IROs must provide the same level of information to all stakeholders. Inside information can be given only when it is a must, for example, when there is a request from a financial institution to use in considering project financing. However, such information must be handled with caution and in accordance with a signed confidentiality agreement.
IROs should refrain from acting in such a way that could be seen as a conflict of interest, such as using company assets for personal gain.
IROs should not seek personal gain from relationships and information obtained in performing duties for the company.
IROs should not put personal gain before the company’s when working with third parties. For example, they should not participate in roadshows with only brokerage firms that offer special treatment to themselves.
IROs should comply with all policies and other codes of conduct established by the company.