Directors are regarded as a group of individuals who have the highest level of responsibility in establishing and maintaining the highest possible value of corporate stocks, for the benefit of its shareholders, with certain considerations of other individuals involved. An individual holding a Director's position must, therefore, be knowledgeable and understanding of the five major duties and responsibilities. They are: To develop and administer corporate governance, (Governance) To formulate corporate operational policy and procedures To identify corporate directions and develop long-term business strategies To review and approve corporate business plans, and To monitor corporate operations so they are in accordance with the law and the corporate rules and regulations. The Thai Institute of Directors (IOD) has developed fundamental rules as guidelines for its members to carry out activities in their respective corporations. In consideration of the benefit of the entire corporation, an IOD member shall perform his/her duty and responsibility in accordance with five fundamental rules. They are: To honestly and transparently administer, direct, and manage the corporate business. To enhance and widen professional skill and knowledge so that he/she can properly and carefully perform his/her duty and responsibility. To properly and justly exercise his/her authority, To be responsible for the benefit of shareholders, with consideration of the interest of other individuals involved. To behave in a manner which will not disrepute the corporation. Conduct: An IOD's member shall conduct the business with specific group of individuals who have interest in the corporation where the member is actively involved, in the following manners: 1. Shareholders:   1.1 To honestly perform his/her duties and responsibility including making an honest decision in order to be fair to either major or minor shareholders, and for the highest benefits of all shareholders   1.2 To carefully and cautiously administer the business of the corporation in order to prevent any damage (loss) to the shareholders,   1.3 To the best of his/her ability, apply professional skill and knowledge when performing his/her duties,   1.4 To efficiently and effectively manage the corporate assets, and to prevent any inappropriate loss or damage to the corporate properties,   1.5 To provide the shareholder with a complete and true business report, on a regular basis. To inform all shareholders of either positive or negative future trends, based on the probability and sufficient supporting data.   1.6 Not to generate any personal interest by using the corporate information or data that has not been publicly disclosed.   1.7 Not to disclose any confidential corporate data to outsides, especially competitors.   1.8 Not to behave in a manner that might cause conflicts of interest within the corporate. 2. Employees:   2.1 To develop a legal and fair compensation system for employees.   2.2 To develop and maintain a safe working environment to protect employees' (health) life, and properties.   2.3 To develop a human resource management system including a clear and honest procedure to appoint, transfer, remove, reward, and punish an employee, based on the skill, knowledge, ability and suitability of the employee and his/her position.   2.4 To emphasize the importance of professional training and development program; provide a fair and continuing training and development opportunity to all employees.   2.5 To listen to employee’s suggestions and recommendations that are based on the employee's professional skill and knowledge.   2.6 To strictly carry out activities in accordance with the law and corporate employment rules and regulations.   2.7 To avoid any unjust act that might threaten the job security, or create pressure to the employee's morale.   2.8 To treat all employees politely, and to respect the employee's individuality, dignity, and human rights   2.9 To create an understanding among all employees regarding the corporate Code of Ethics; identify activity that employees can possibly participate in order to encourage employees to behave in accordance with the Code of Ethics.   2.10 To provide employees with opportunities to report any illegal acts to the Directors. 3. Customer:   3.1 To control the production of high quality products and services.   3.2 To set an acceptable standard of the products and services.   3.3 To disclose a true and complete information and date about the products or services; avoid distorting the truth in consideration of the interest of the customers.   3.4 To provide customers with appropriate, limited time warranty of the products or services.   3.5 Not to deliver any known defective products or services to the customers. Not to deliver any below standard products or services to the customers.   3.6 To ensure that packaging of products or presentation of services about the quality, price, quantity, or condition of any products or service   3.7 To develop a customer service system in order to receive customer's complaint or feedback about the products or services and to respond to the customer in a most efficient and timely manner.   3.8 To strictly keep the customer's secret and not to disclose such secret in order to generate a personal interest for the benefit of the member or any individual related to the member.   3.9 To find a way to reduce production or service costs while keeping a high standard of product or service in order to increase continuing benefits to the customers.   3.10 To strictly keep an agreement with the customer and follow the conditions contained in the agreement. In the case where any condition of the agreement could not be met, the customer must be informed in advance so that both parties shall find a way to solve the problem together.   3.11 Not to over-price the product or service based on the quality of such product or service and not to establish any unfair condition with the customers. 4. Business Alliance and/or Creditors:   4.1 Not to demand, receive, or pay illegal appropriation to a business alliance and/or creditor.   4.2 To inform the business alliance and/or creditor of any information regarding the demand, receipt, or payment of any illegal appropriation, so that both parties shall find a way to quickly and justly solve the problem together.   4.3 To strictly follow the conditions contained in the agreement with the creditors, whether it be the purpose of the loan, a term of payment, taking good care of the collateral, or any other conditions contained in the agreement with the creditor.   4.4 To inform the customer immediately and in advance when any condition in the agreement with the creditor could not be met, so that both parties shall find a way to solve the problem together.   4.5 To provide a prompt financial status report which include a correct and up-to-date financial information and data to the creditor on a regular basis. 5. Competitors:   5.1 To behave and conduct the business in accordance with the rule of good business competition,   5.2 Not to seek a competitor's secret data in an improper or dishonest way, for example, bribing the competitor's employee.   5.3 Not to try to disrepute the competitor by creating wrongful or untruthful alleges. 6. The Society:   6.1 Not to carry out any activity that will damage natural resources and the environment.   6.2 To support an activity that will continuously provide creativity and prosperity to the society.   6.3 To stimulate a social-responsibility mentality among the employees at all levels.   6.4 To ensure that the corporate operations are in accordance with the law and the corporate rules and regulations and to cooperate with a work unit responsible for investigating or reporting wrongful conducts which are not in accordance with the law or the corporate rules and regulations.   6.5 Not to help or encourage any activity which is not in accordance with the law or the corporate rules and regulations..   6.6 Not to act or participate in any action of bribery, corruption, or using his/her authority to seek personal interest.