Investment Governance Code
Metha Asset Management Co., Ltd ("Metha AMC"), as a responsible asset manager, is committed to acting in the best interest of our clients through sustainable practices. Guided by the principles of fiduciary duty, we actively encourage listed companies to integrate environmental, social responsibility, and governance (ESG) factors into their business operations and strategies. This approach aims to foster long-term sustainable value and contribute positively to the broader economy.
Metha AMC affirms its adoption of the I Code Principles as outlined by the Securities and Exchange Commission, Thailand. We are dedicated to implementing these principles in alignment with our fiduciary responsibilities and in accordance with the seven guiding principles of the I-Code.
Principle 1: Adopt a Clear Written Investment Governance Code Policy
The Investment Committee of Metha AMC is responsible for establishing a clear, written I Code Policy that aligns with the nature of our business. This policy takes into account the size, structure, and roles within the investment process and applies to all types of assets and investments, both domestic and international. The I Code Policy will be reviewed at least annually and will be revised as necessary following any significant changes or material events to ensure effective implementation and progress towards its objectives.
The I Code Policy serves as a framework for the investment supervision of institutional investors, adhering to international best practices. The key commitments under this policy include:-
• Metha AMC recognizes its core responsibility to maintain and create investment value in line with the time horizons and perspectives of our clients.
• Metha AMC has established an independent supervisory structure that is free from bias, prioritizing client benefits and aligning with corporate governance principles.
• Metha AMC directors, management, and employees are committed to performing their duties ethically, overseeing client investments, and maximizing returns.
• Metha AMC ensures compliance with applicable laws, regulations, and client agreements. Our investment governance practices, including anti-corruption measures and the integration of environmental, social, and governance (ESG) criteria, are designed to serve our clients' best interests.
• Metha AMC monitors outsourced investment managers (where applicable) to ensure that their stewardship duties and responsibilities are consistent with the I Code Policy.
• Metha AMC is dedicated to communicating and sharing these practices with all internal and external parties involved in the investment process.
Principle 2: Properly Prevent and Manage Conflicts of Interest to Serve the Best Interests of Clients
Metha AMC operates with transparency and strict adherence to laws and corporate governance principles. We have established an organizational structure with robust systems and controls that empower our Board of Directors and Executives to manage investments in the best interests of our clients. We are committed to preventing, identifying, minimizing, and effectively managing conflicts of interest. The interests of our clients are always prioritized above those of institutional investors, shareholders, and business group companies.
To uphold these standards, we have implemented comprehensive policies and operational procedures addressing anti-corruption and conflicts of interest. Additionally, management measures are in place to resolve situations where there may be inconsistent benefits between clients and Metha AMC or among different clients.
Principle 3: Make Informed Investment Decisions and Engage in Active Ongoing Monitoring of Investee Companies
Metha AMC employs a well-defined investment decision-making process that incorporates all key factors, including business models, strategies, operating results of investee companies, and internal and external developments that may influence the value and risk associated with these businesses.
We have established processes and procedures for continuous monitoring of investee companies' performance to ensure timely awareness of factors relevant to their value. Metha AMC also has a policy of conducting meetings with the executives and/or directors of investee companies to enhance their understanding of our policy.
Metha AMC takes into account the commitment of investee companies to environmental, social, and governance (ESG) principles.
If investee companies are found to be non-compliant with corporate governance principles, have issues related to environmental or social responsibility, or exhibit signs of problems that may impact their value and the long-term return on investment, Metha AMC will carefully consider the explanations and corrective measures proposed by the investee companies.
Should Metha AMC disagree with the explanations or solutions provided, appropriate actions, such as submitting a formal notification to the board of directors of the investee company or arranging a meeting with their board or management, will be undertaken.
Principle 4: Apply Enhanced Monitoring and Engagement with Investee Companies if Monitoring under Principle 3 is Insufficient
If regular monitoring measures under Principle 3 are deemed inadequate to address identified risk factors, Metha AMC has an operational guideline in place to identify incidents and establish necessary actions. This guideline allows Metha AMC to engage in problem-solving and the recovery of investment value at an early stage. For such additional actions, Metha AMC may escalate the intensity of measures as needed, including submitting notifications to the investee company's board of directors regarding relevant issues, remarks, and concerns, or arranging meetings with the chairperson, directors, or independent directors of the investee company to affirm Metha AMC's stance.
In cases where these additional actions provide Metha AMC with access to non-public information related to investee companies and their securities that could materially affect the price of those securities if disclosed, Metha AMC will implement the necessary measures to protect the confidentiality of this non-public, price-sensitive information. Additionally, Metha AMC will ensure that such information is not used in violation of applicable laws or to gain an unfair advantage over other investors.
Principle 5: Have a Clear Policy on Exercising Voting Rights and Disclosure of Voting Results
Metha AMC will exercise voting rights in the shareholders' meetings of investee companies, except for funds where investors have notified their intent to exercise these rights themselves. Metha AMC has an existing proxy voting process, and the written policies and regulations governing the exercise of voting rights in shareholders' meetings of investee companies will be approved by Metha AMC's Board of Directors or other committees designated by the Board.
These policies and regulations are carefully designed to support the sustainable growth of investee companies, thereby protecting the long-term interests of shareholders. Should Metha AMC deviate from the established policy and regulations, the issue will be submitted for approval by the Investment Committee. Metha AMC will also document the justification for such deviations and disclose the voting results to the public on the Metha AMC website or directly to customers.
Principle 6: Act Collectively with Other Investors and Stakeholders as Appropriate
When an investee company is involved with concerns raised by Metha AMC and is unable to resolve the issues despite increased monitoring, Metha AMC may choose to take a collaborative approach. This involves working together with other investors and stakeholders, both domestic and foreign, to address matters of concern at the investee company and bring about an improved situation.
Principle 7: Regularly Disclose the Investment Governance Policy and Compliance with the Policy
Metha AMC will publicly disclose the I Code Policy on its website to enhance public understanding and build confidence in Metha AMC's operations. The level of compliance with this Policy will also be regularly communicated through the website.
