Future Park Leasehold Property Fund


Corporate Governance of Rangsit Plaza Co.,Ltd

1.Principles of Corporate Governance

Principles of Corporate Governance which the company have preserve and intend to the manager and officers for doing so.

1.1 Accountability
1.2 Responsibility
1.3 Fairness and Integrity
1.4 Transparency
1.5 Creation of Long-term Value to all Stakeholders

2. Key Element of Corporate Governance

The internal control relating to determine the corporate governance are described below.

  1. Professionalism of all members, such as
    • Should have the knowledge, capacity and skills in their duty
    • Should be the integrity
    • Should be honour and acknowledgement in their duty
    • Should accept the changing for improve social outcomes and response to it
  2. Good Internal Control System which ensure transparency and probity
  3. Fiduciary Duties towards Stakeholders
    • Shareholders are the shareholders of Rangsit Plaza Company Limited and the fund trustees in Real Estate Mutual Fund of Future Park. The spotlight will shift to the governance of shareholders, with a focus on how company should best fulfill their duties to maximize return and sustainable while acting as responsible owners too.

    • Customers which crucial for all effective products and services that was needed, quality and safety.

    • Company's employees by the implement and develop their capacity for all highest outcomes. Especially, the competent management of environment's organization and affairs in a manner that is transparent, accountable, equitable and responsive to their life.

    • Government, in certain, rule of conduct with respect to government officials are extremely strict and well defined in law and company regulations.

    • To protect the Public & Environment as good corporate citizens, employees should make response to balance social and environment to work toward a sustainable, not antisocial group, community's assets, environment and natural sources.

    • Suppliers, employees of the company must be aware that proper relationship and fairness. They should recognize the maximized benefit of company.

    • Lenders, the company should be responsibility complies with the law and regulation of lenders in compliance with those along the liabilities.

    • Competitor, the company will compete fairly for business, respecting the rights of other parties, includes respect for the legitimate business professional of all.

3. The Objective of Corporate Governance

Corporate Governance of Rangsit Plaza Co.,Ltd. Have been determined to a Good Governance Standard for our Codes of Best Practices

  • Code provisions are applicable to all employees with regard to companies' officers and manager level.

  • To retain the substance of the runnibg of the company's business. And also requires the primacy of the rule of law, maintaned through an impartial and effective legal system, including to the good oriental moral and cultural.

4. Making the successful targets

The Corporate Governance requires the actions of individuals and organizations and the negotiation of differences between them. So their reponsibility should be ready, where preceive and practicable to enter into a right rule based on the proper understanding of objectives. The person who not be applicable will be considered to the worst and punished by the regulated.


1. The Policy of Human Resources management

  • The company require to promote all of employees in order to maximize performance in providing the welfare of them through the fairness, and the need for reinforcing justice.

  • The company recognize that the value of our human resources and will encourage the external community participation under the provision of the company.

  • The company is the exercise of authority to mange all of employees, various that are quite similar or not in terms of their race, gender, color, religion, ethnic, age, sexual orientation, inevitably suffers person or who not plays in enhancing the performance. Moreover, the company will check and balance byprotecting to refrain from prohibited or conflicted actions.

2. The Morales of Employee

The morals of employee means the regulatory framworks of Rangsit Plaza Co.,Ltd. In the activities. The company requires the mangers and all of employees to establish the good moral at all times, including the sub-cintractor by the name of our representatives.

  1. Provision of the company
    The Company's employees are responsible for
    • Have a responsibility and structural relationships among beneficiaries of Rangsit Plaza Co.,Ltd.
      • The willingness and ability to dedicate the time
      • an abiding loyalty to the company and attention required to satisfy the duties, not to act or represent to other partnership, company or any person.
      • have always an ability to improve and develop their performance to the effectiveness.
    • The employees should be strengthening the rule of law and improving legal system by the integrity and fairness, by avoiding the abuses them mercilessly such as
      • Not to use their authorities or allow the others to get it directly or indirectly for the beneficiaries.
      • The employees, the couple or their patronages are clearly accessible to all persons involved in the activities of Future Park Rangsit Shopping Mall, as well as their conflict of interest directly or indirectly, except to the consent in writing of companies.
      • (c) The employees have not worked to self employed or the other person, companies within the same business or will be the competitor, or to engage in a transaction that created an actual conflict or appearance of impropriety to companies, except to the consent in writing of companies, whether or not a covered office hours.
      • (d) Employees should not use the company's information system for any purpose in value's securities Real Estate Fund (FUTUREPF) exchange to take advantage, which not disclose to the public whether directly or indirectly.
      • No employee, spouse or their patronage receive any economic favor such as gift, money, premium card, services as well as the beneficiaries from other third parties, partnership or person who have been complied with together a same business and for themselves. Except to the gift or cash receipt from traditional and serve to strengthen the formal occasional and fulfill those required.
      • (f) Should keep the confidential of Rangsit Plaza Co.,Ltd. , and Future Park Real Estate Fund. A best practice principles to help these to manage the statement appropriately in the best of beneficiaries for companies and fund, including not to disclose to public and other person. Except to the consent in writing of manging director.
      • Beware of the disclosure policy and represent the opinion to the public, which significantly effected to the honour and activities of Rangsit Plaza Co.,Ltd.
      • Attain and maintain the assets' company at a good manner, not use to personal interest, including workplace or symbol of company. Moreover, they should preserve and protect the environment to the maximum clean reasonably possible too.
    • Social Contribution and Protection of Environment The Company's employees are responsible for
      • Employees should make every effort to establish as good corporate citizens to cultivate economically the natural resources and environment in daily. Such as the electricity, water and paper etc. Employees should contribute to the development and spread of environmentally friendly community and always take into consideration issues of safety.
      • Employees need to be globally active on the public base in different fields, either internal or external the company, for friendly and development community, and should not make any false or effected in their duties.
      • Respecting One Another in the Company
        1. The way which the employees treat each other to supports honesty, integrity, respect and trust, in any way with the interest of the company.
        2. Treat the Compliance Officers on ethical and fairness, include coaching and promoting always to engage the new experience.
        3. Create a work that encourages frank, open and constructive communication on all work matters, including allowing everyone to ask questions, make suggestions and report errors without fear of reprisal.
        4. Employees should respect a higher level or their supervisor, not to pass through the other level, except he is the authorized and commanded. Should be polite and kindly to a higher level.
        5. Avoid to disclose the personal of associates, neither themselves nor their performances, expose and criticise to harmful the reputation of them and company.
        6. Employees should treat yourself to kind, creating the good relationship, not to untold the necessary information for associates, including adapt to join team together.
        7. Employees should be honour the others, such as not to deceive the reputation.
        8. Employees have a duty and power authorized to advance company legitimate when the opportunity to do so arises.
      • Respects yourself
        The Company's employees are responsible for
      • Learn the knowledge and search for more experiences, so that make youself to be honor and increase your capacity in efficiency and effectiveness.
      • Abide to morale and intend to work on your time. Not to convince the authorized for their benefit.
      • Not to go on the wrong way, so that it create their honor and reputation
        • No over liabilities
        • No to bet
        • No occupy in the wrong way which effects on their honor and reputation
        • Avoid to make a liabilities to the person who is company's partnership, lending, donation, discount cheque and etc., except to public charities.
      • Use the name of "Rangsit Plaza Co.,Ltd." and "Future Park Shopping Mall"
        The Company's employees are responsible for
        • Use the name of "Ransit Plaza Co.,Ltd." and "Future Park Shopping Mall" should be approved by Managing Director in writing only. Except to use those name for normal practice or designated works
        • Employees should not use those name "Ransit Plaza Co.,Ltd." and "Future Park Shopping Mall" for call visit , credit or other service from the outside.
        • Employees should avoid the nature of aggressive behaviour to the outside, neither themselves nor outside the office hours. In case of violation this policy and effects to image of "Ransit Plaza Co.,Ltd." and "Future Park Shopping Mall", Company will punish that person upon the regulation and lawful.
  2. Suppliers / Sellers
    Procurement Company intend to act with honesty and integrity in the procurement, and not allow the other influences break down.
    • The limit time to test the example goods and return to suppliers / sellers on time due.
      Test the example of goods should treat to investigate and gather the quality and their capacities. So the records will be the reference for determined the procurement, not for other purpose.
    • Not to invite suppliers / sellers to bid or purpose it without the real procurement required
      1. Should invite only suppliers / sellers are right qualification and their capacities ready to competition.
      2. Should not invite suppliers / sellers for bargaining purpose
      3. If required only the amount of budgeting or expenses, should inform to suppliers / sellers before.
    • Set the clearly Rule to bid fairness
      1. if any suppliers / sellers require the further information, should supply those information to another suppliers / sellers who don't too.
      2. If any suppliers / sellers required and allowed to postpone the due of sending's document, company should inform the new due date to another suppliers / sellers too.
    • Keep the information of suppliers / sellers as confidential
      1. Should not disclose the amount and technical information from one suppliers / sellers to another, only for short term benefit, but loss honors in the long term.
      2. Beware of the agent, by don't answer everything on directly and indirectly.
    • Should not take advantage or cross them by soft mistakes. If that bid price is lower than normal should check before and reconfirm with suppliers / sellers, including not to expose these procedure to another.

3. Social, Community and Environment

  1. Company should implement the Sociasl, Community and Environment
    • Support the public activities.
    • Support to the natural resources and environment reservation.
  2. Support the public activities.
    • Company abide the democratic and support the election under the Parliament
    • Company will not be donate or support the political Party, directly or indirectly for any benefits.
  3. Support to the natural resources and environment reservation.

4. Conflicts Of Interest

  1. Code of Conflicts Of Interest Policy

    Code of conflicts of interest policy means any make decisions of employees are expected to dedicate their maximized interest of company business only "Ransit Plaza Co.,Ltd. That make decisions should conduct the company's business in an honest and ethical manner, without the influenced of directly or indirectly conflict of interest between personal and business relationships, closed related family member or associates, that might influence or cause difficult to decision what is the maximized benefit of company.

    "Conflict maximized interest of company business" means the company's interests, personal own interests, family or close associates. While it is possible to outline every situation, such as financial or anything else. There are major areas of concern 1) That make decision as a result of their position with the company or 2) The acknowledgement of company's activities or planning in the future.

    The company expect to dedicate all of employees to company business, they should avoid any actions that may appear to involve a conflict of interest with financial activities and other relationships with associates outside of them, that may effect to company's benefits or create the appearance of a conflict with loyalty or benefit, or otherwise can be harmful those efficiency.

  2. Definition

    "Family" means that person who have personal relationships with all of employees's company by kinship or marriage and legitimate child.

    "Related persons" means that person who have personal relationships with all of employees' company by closely.

    "A Competitor" means the companys that work in the country and the aboard as the same business of them.

  3. The annual meeting for Conflicts of Interest's consideration

    All of employees' company are the responsibility to invite the annual meeting to review and perceive the conflicts of interest of company. All of them have right to receive correct, up-to-date, fully disclosed information through the authorized to the human resources. They can have any queries related to disclosed form's company (Form GG 1) (Including to inform the questionable avtivities that served in the year too)

1. Internal Control System Policy

The human resources is responsible for the result of its internal control, to improve the gudiline and any controlling to comply with the environment and risk variation.

Internal Control means the procedures designed or the oblogation process which determined by the committee, management and all of employees with company. To ensure that proceed will be efficiency and effectiveness, covering matter concerning sources and fund to verify the completeness and accuracy of the company's financial reports on time.

  1. The company has the internal control system policy:
    • The Company has a authorized intention to encourage all the internal control, to adopt the standard of conduct so that employees at all levels understand and observe their management.
    • Seek for the direction, pattern and internal control method as comply with the environment' of company or relevant divisions, risk level and risk management.
    • Intend to balance the performance activeness and the efficiency internal control and maintaining the cost of internal control, compete with the company.
    • Among others, all of employees should be always submitted for internal procedure and comply with the relevant authorities.
  2. Internal Control System
    • Standard of Best Practice The company are require the report "Work Flow Manual" of main activities in each divisions. Moreover, it should review that function and improve the efficiency for always updately.
    • Line of Command The company policy is to fully embrace the responsibility of their duties, reviewing, approval and reporting within the management and organization of the company. The authorized should know about their open line, including the check & balance procedure within the divisions too.
    • Control Activities The company have handled and maintained by the division which is in charge of contacting relevant authorized through Action Plan and Budget system, which should be submitted before 1 year. And also they should review these plans and budget in every 6 months for complied with the performance and capacity to competition.
    • Monitoring The company submitted clearly in response to a evaluation of the performance in all levels, such as the annual evaluation of employees' performance, the evaluation of clients / suppliers / employees' satisfication, the reporting of all of management, director, at the end of every monthly, quarterly and annually etc.
  3. Risk Management

    The company provide that risk management to 2 levels. First, policy of organization level, which responsible for the high rank management. Other second is the activities level, conducts by officers in these process.

    Principles of Risk Management are

    • Consider the effected and opportunity of risk occurance, by analized the variation and compare with the objectives, and mitigate it.
    • Gather the guideline of risk management to comply with internal control system.
    • Monitor and mange the risk mangement in a best efforts.
    • To achieve the policy of Committee and relevant risk management team to adopt best for the company.

2. Code of Internal Accounting and Financial Control

The Company's employees are responsible for

  1. Should committee to honest conduct in all procedures of internal accounting and financial control, traditional and internal control system, which comply strictly with the note of accounting and financial's company.

  2. Should deliver the completed business document to the employees who have responsible for record accuracy financial statement of company.

  3. No limit and wave to inspect all of details in the financial statement.

  4. Should record to the truth, not to file illegal conduct or violation of any else.

  5. Acknowledge the correct of accounting and financial report, because of its responsibilities for all employees to the shareholders and related person.

3. Code of Receipt of Gifts, Gratuities and other Benefits

  1. Definition

    "Other benefits" means the cash equivalents such as discount, entertainment, service or training from people doing business or anything else in the same way.

    "Receipt of gifts or gratuties by courtesy" means it is customary and commonly accepted business courtesies within relationship or other person in the social occasionally by the way.

    "Kinship" means parents, descendant, aunt, uncle, spouse or descendant's spouse, adopted child or the patronage .

  2. Code of Receipt of Gifts, Gratuities and other Benefits

    The Company's employees are responsible for

    • Employees should not render the asset or other benefit from another person, neither into the company nor external, except to the season or traditional customary is required.
      • Personal gifts or gratuties
      • Not exceed to 1,000 Baht
    • Receiving anything or other benefit, which the givers have not provided to personal or exceed to 1,000 baht and the other manner of 3.2.1.
      • The receiver should report to human resources management and return it by the report of receiving anything or other benefit (Form GG 2)

      • The human resources management will consider that no reason to keep that gift to personal of receiver, so the receiver should return it to human resources mangement for kickback to assets' company.

    • Receipt of Gifts, Gratuities and other Benefits from suppliers / sellers
      • Employees and / or their family should not require the gifts, assets or other benefit from contractor, sub-contractor, suppliers / sellers, partnership, or related person in the same business of company in anyway.

      • Company should not require to contractor, sub-contractor, suppliers / sellers, partnership, or related person in the same business of company, giving any gift, asset, other benefit to employees and / or their family, creating unconsistent and biased standard, or interest of conflicts.

      • In the case of contractor, sub-contractor, suppliers / sellers, partnership, or related person in the same business of company, give the gift, asset or other benefit into the season or traditional customary is required (not exceed 1,000 baht), that employee should consider absolutely to get it or not. Employees could consult to their authorized or human resources mangement.

    • Receipt of Gifts on the extra occasionally or for reminding the other company

      Company allow employees to receive the gift on the extra occasionally or for reminding the other company, instead of Ransit Plaza Co.,Ltd. After that employee should report and return it to Services and Administration Section of human resources for register, using The receipt of gift or other benefit Form (Form GG 2)

  3. Code of Receipt of Gifts, Gratuities and other Benefits

    The Company's employees are responsible for

    • Offering Gifts to the supervisor and /person who is the family's supervisor

      Prohibited the supervisor receive the gift from them (or a lower level), excep to the season or traditional customary is required (not exceed 1,000 baht)

    • Offering Gifts, assets and other benefits to third party

      All employees of every levels should render to give the gifts, assets or other benefit on the ordinary or necessary expenses rellating to company business with commercial entities. Including employees should use good judgment, observe all laws and follow guidelines that apply to the right way of country.

4. Confidential Policy

  1. Director, all management every levels, employees, associates and sub-contractor, who operate information and document that are not known to the general public and / or trade secrets, such as secret of financial, office space selling and its price etc. It is the company's confidential information and importance to business management of success in the future.

    The Company's employees are responsible for

    • Employees should treat information or trade secrets as confidential does not end when they leave for 2 years.
    • Employees should understand and accept to treat the secret information approach (Security), which developing and maintaining such information.
    • Your obligation to treat the internal information, should be the framework of their duties and responsibilities, and careful handling of confidential information.
  2. Responding to Inquiries to the press or Others

    Communication department that represent about the company's business to public, is the Public Relation, it speak with others as Rangsit Plaza Co.,Ltd. Representative or about Ransit Plaza Co.,Ltd. Business. Also corporate to Investor Relations, that give the information about FUTURE PARK Real Estate Fund (FUTUREPF) That information should specifically to do so by the Managing Director, unless Managing Director speak by himself or delegate to other person to do so.

    The Activity Owner should corporate to Managing Director for Implement, relevant head department, for accuracy and provide the fact sheet to Managing Director or delegate to other person to do so.

  3. Responding to Inquiries to others

    Actually, employees should not disclose or speak with the press or orthers, except to the authorized by Managing Director. If the person ask for their opinions about Rangsit Plaza Co.,Ltd.'s management or FUTURE PARK Real Estate Fund (FUTUREPF), that employee should cease or comply with the authorized to do so.

5. Code of Insider Trading

  1. Report of acquisition into FUTURE PARK Real Estate Fund

    The Committee and management have responsible for reporting the acquisition themselves and undertaken by the Stock Exchange of Thailand and that committee.

  2. Insider Trading

    Company is the office space management at Future Park Shopping Mall, Rangsit. Meanwhile, the Future Park Real Estate Fund invest to leasing right of shopping mall (some parts). So, company should be fairness among of the shareholders. Including protection the unlawful which may cause by all employees every levels and their family, in the case of disclose the information to public. After that, Company not allow these person sell or buy the unit of stock or invite the other person to do that by themselves or agents. Because of the regulated of Stock Exchange of Thailand insists that as a arbitrage trading or create the opportunity to win or loss in anyway.

  3. Internal procedure for protection
    • Company may limit the access the public information, unless they are authorized to do so under this policy.
    • Company shall maintain The Security System to protect secret of trade and information.
    • Company provide the custodian / to preserve the information not disclosure and strictly to comply with them.
  4. Compliance with The Insider Trading

    Any employee acting in violation of this policy shall be punished upon our regulation and / or the law with any case.

6. Code of Information Technology Usages and Telecommunication

  1. Computer and Communication Resources

    Computer and communication resources on technology usage and telecommunication, present significant security and liability risks to all employees every levels. So they must do so property and in accordance with applicable regulated.

  2. Information Technology Usages
    • Internet

      Company provide network of internet connections throughout the organization are the property of company and are intend for use by employees to conduct the company's business. Moreover,l use of computer and communication resources must be consistent with all other policies, including those relating to harassment, privacy, or do not use these resources in a wasteful manner. Any improper use of these resources may reflect poorly on company, damage its reputation and expose to legal liability. If you have any question about the internet site which discourage, you should consult management of information technology. Please remind that activities on internet are the public, so user should be aware to do it property.

    • Electronic Mail (E-mail)

      Company provide transmitting of message,E-mail, for our activities and their interest property. But not use in employed business.

      Employees should not use E-mail in a way that disruptive or offensive to others or unlawful.

      Employees who transmit E-Mail, should preceive transmit comment, your personal individual storage into the electronic system. So it may be instected as required. The secrets of E-mail communication should enter by the security passward.

    • Access

      The authorized have a right to access the file or computer program or others. The effort to access for view, copy, distribute, delete, destroy or change the data, change passward or anything to harmful by the person who not allowed. Company consider to violation of antitrust regulated.

    • Telecommunication

      The telecommunication is telephone, facismile, mobile phone, pager, sattlelite receiver and LAN network etc.

      Company have provided the telecommunication for our activities and personal individual. But not use in employed business. Then employees must do so property and in accordance with applicable regulated, not to use unlawful.

  3. Privacy and Dignity

    The company respect the privacy and dignity of all employees which deserve a work place. However, we have a right to access to any personal information technology, including Voice Mail and E-mail which maintaining in the computer systems or other related instruments and telecommunication. And those are the assets or right of company, or located at inside of company. Employees who have a right or responsible to access to other E-mail, should have a consent by only managing director. If the employees who have no legitimate purpose is taken to other E-mail without consent, we will consider it in violation of applicable law or company's policy. In additional, the company have a right to change the password to access for further review, investigate or search any information in the computer systems which related those Voice Mail or E-mail.