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Investment Governance Code Policy - I Code Policy
(1) Company Philosophy
KASIKORN ASSET MANAGEMENT CO., LTD. (KAsset) promotes the key objective of Investment Governance Code (I Code), which is guidance for investment supervision of institutional investors in accordance with international practices. I Code consists of seven principles. Being an asset management company trusted by our customers, KAsset shall perform our duties and responsibilities in support of the investee businesses and their sustainable growth based on the directions elaborated in the I Code Policy. We shall focus on promoting and protecting our customers' interest as our fiduciary duty.
(2) Seven principles to Comply with the Investment Governance Code
Principles1 Adopt a Clear Written Investment Governance Code Policy
KAsset Board of Directors is responsible for determining a clear written I Code Policy in accordance with the nature of our business, in terms of size, structure and roles in the investment chain. Beside the required annual review, the I Code Policy may be revised upon any significant changes or material events so that it can be implemented toward achievement of its goal.
KAsset Board of Directors supports the I Code Policy as guidance for investment supervision of institutional investors in accordance with international practices:
· KAsset recognizes our core responsibility to maintain and create investment value in conformity with time horizons that match the long-term perspective of our customers.
· KAsset has in place an independent supervisory structure which is unbiased toward our customers' benefits and complies with the corporate governance principles.
· KAsset directors, management and employees ethically perform their assigned duties to supervise our customers' investments and generate maximum benefits for them.
· KAsset shall delegate tasks to employees with proper capacities and experiences so that they can deliver effective supervision and management to maintain customers' benefits.
· KAsset shall communicate and share these practices with internal and external persons who are involved with investment processes.
· KAsset shall map out definitive policies and measures to ensure that investment management complies with legal requirements, agreements with customers and ethical principles, including anti-corruption and adoption of the environmental, social and governance (ESG) criteria in investment consideration, etc.
Principles2 Properly Prevent and Manage Conflicts of Interest and Prioritize Advancing the Best Interest of Clients
KAsset is committed to operate our business with transparency and compliance with laws and corporate governance principles, focusing on the customers' benefits. An anti-corruption policy and operational procedures have been established as well as management methods in case of inconsistent benefits between customers and KAsset or other customers. Such operational procedures include, for example, the rule for exercising the right to vote at meetings of shareholders that places emphasis on the customers' benefits and disclosure of voting results.
Principles3 Make Informed Investment Decisions and Engage in Active Ongoing Monitoring of Investee Companies
KAsset has in place well-defined investment decision making processes that are inclusive of all key factors such as business models, strategies and operating results of investee businesses, internal and external developments that may affect the value and risk of investee businesses. KAsset also has a policy to hold meetings with investee businesses' executives and/or directors to enhance their understanding on KAsset's policy.
KAsset has in place processes to monitor investee companies' operations in a regular and efficient manner in order to keep abreast of their performances and to be aware of their problems at an early stage.
KAsset promotes the creation of long-term value of investee companies so that they achieve sustainable success. The ESG criteria are incorporated in our investment decision making and monitoring processes.
If an investee company has been found to be incompliant with the corporate governance principles, or to have any issues related to the environmental and social responsibility and corporate governance principles, or to exhibit any signs of problems that may affect the investment value, KAsset shall engage in thorough consideration of the explanation provided or of a lack of explanation by that investee company. If KAsset does not agree with the explanation provided, solution of the problem or reasons given, KAsset shall undertake proper action such as submission of written notification to the board of directors of that investee company or meeting with the investee company's board of directors or management.
Principles4 Apply Enhanced Monitoring of and Engagement with the Investee Companies if Monitoring pursuant to Principle 3 is Considered Insufficient
If case of inadequacy of principle 3 implementation, KAsset has in place an operational guideline that identifies incidents and necessary guidelines to conduct additional actions with investee companies so that KAsset can take part in problem solving and recovering of investment value of such companies at an early stage.
For such additional actions, KAsset shall consider escalating the intensity of measures as deemed necessary, for example:
· 1) submission of notification to the investee company's board of directors related to the issues, remarks and concerns;
· 2) meeting with the investee company's chairperson, directors or independent directors to affirm KAsset's stance; and
· 3) submission of concerns with other institutional investors.
However, if such additional actions allow KAsset to acknowledge any information that may affect share prices of the investee company that are not publicly disclosed, KAsset can implement the necessary measure to keep such information confidential to prevent illegal actions and to not take advantage over other investors.
Principles5 Have a Clear Policy on Exercising Voting Rights and Disclosure of Voting Results
KAsset shall exercise the voting rights in the shareholders meetings of investee companies, except for the funds of which the investors have notified their intent to exercise the voting rights by themselves. KAsset has established written policy and regulation related to exercising the voting rights in the shareholders meetings of investee companies, which shall be approved by KAsset Board of Directors or other committees assigned by the Board of Directors.
The policy and regulation related to exercising the voting rights in the shareholders meetings, which clearly determine the guideline for issuing resolutions, are designed to be part of sustainable growth of the investee companies so as to protect the long-term interests of the shareholders. If any decision of KAsset deviates from the established policy and regulation, KAsset shall record the justification for further reference.
The policy and regulation related to exercising the voting rights in the shareholders meetings and voting results shall be disclosed to the public on the KAsset website or directly reported to the customers as the case may be.
Principles6 Act Collectively with Other Investors and Stakeholders as Appropriate
To conduct any action with an investee company that is involved with KAsset's concerns and is unable to solve the problem even after the degree of monitoring has been raised, KAsset may collaborate with other investors (both domestic and foreign) or stakeholders in a collective engagement as deemed necessary to bring about an improved situation.
Principles7 Regularly Disclose the Investment Governance Policy and Compliance with the Policy
KAsset shall disclose the I Code Policy on our website to enhance public understanding and confidence toward our operations. Compliance reports shall also be disseminated through our website.
July 9, 2018(Mr. Vasin Vanichvoranun)Executive Chairman
Investment Governance Code: I Code
Compliance Report of Investment Governance Code Policy Annual Year 2018