The Company’s Board of Directors intends to have Phnom Penh SEZ Plc. (“The Company”) be an organization that is effective in conducting its businesses in full compliance with the principles of good corporate governance, so as to create maximum benefits for its shareholders through taking into consideration the interests of all its stakeholders together with good moral principles, full transparency and accountability.

The Company has, therefore, established the following policies on good corporate governance for use as operating guidelines to be strictly adhered to by the Company’s Board of Directors, senior officers and all staff.

1. The Company’s Board of Directors, senior officers and all staff are required to be committed to adopt and adhere to these 5 ‘core principles of good corporate governance’, as specified by the international OECD organization, in discharging their responsibilities:
   1. Rights of shareholders
   2. Equal treatment for all shareholders
   3. Role of stakeholders
   4. Information disclosures and transparency
   5. Board responsibilities
      
      
2. The Company’s Board of Directors will govern and oversee the Company in conducting its businesses for maximum benefits of the shareholders (i.e. Fiduciary Duty), through adhering to these core principles and operating guidelines:
   1. Discharging its duties with care (Duty of care)
   2. Discharging its duties with honesty and integrity (Duty of Loyalty)
   3. Discharging its duties in accordance with all applicable laws, as well as the stated objectives and articles of association of the Company, and all resolutions of the shareholders meetings (Duty of Obedience), and
   4. Disclosing information to shareholders in a correct, comprehensive and fully transparent manner (Duty of Disclosure).
      
      
3. The Company’s Board of Directors, senior officers and all staff are fully committed to make use of best practices relating to the Company’s established principles of corporate governance as well as the established operating guidelines relating to good moral principles and ethics in conducting the business, together with the required good ethical behavior on the part of its Board of Directors, senior officers and staff members in discharging their respective duties and responsibilities.
   
   
4. The Company’s Board of Directors, senior officers and all staff will be committed to the principles of equitability, through treating all stakeholder groups in an equal manner together with taking care to look after as well as control that all their decisions and any associated activities will protect or prevent any conflict of interests’ situations from occurring.
   
   
5. The Company’s Board of Directors, senior officers and all staff will discharge their respective responsibilities with all due care in an honest manner and with integrity, as well as in full accordance with all announced applicable, relevant laws and regulatory requirements and also regulations of the Company.
   
   
6. The Company’s Board of Directors, senior officers and all staff will be committed to discharging their respective responsibilities in an honest, equitable and fully accountable manner.
   
   
7. The Company’s Board of Directors, senior officers and all staff will recognize as and fully respect the rights of the Shareholders as the true owners of the Company; as well as will treat all shareholders in equal manner, through disclosing all relevant financial and non-financial information in an adequate, timely and credible manner. This is so that all shareholders, investors, and stakeholders of the Company will receive sufficient information and communication on an equal basis.
   
   
8. The Company’s Board of Directors has determined various channels of communications for use by shareholders, investors and regulatory authorities, together with any required communications or disclosures of any relevant information to all interested parties and stakeholders.
   
   
9. The Company’s Board of Directors has determined the implementation of the Company’s management structure, together with clearly defined associated approval authorities and scope of responsibilities of the each Member of the Board of Directors and the senior officers.
   
   
10. The Company’s Board of Directors has undertaken activities to establish the internal controls system and risk management procedures that are appropriate and adequate, together with an accounting system and financial reporting procedures that are correct and credible.
    
    
11. The Company’s Board of Directors has determined various policies in regards anti-corruption/fraud practices, non-violation of intellectual property rights, and respect for all associated laws and human rights.