The Board of Directors determined corporate governance policy by having principles and practices correlating to the Good Corporate Governance Principles of the Stock Exchange of Thailand and complied almost all of the Good Corporate Governance Principles. At the present our Good Corporate Governance Principles can be divided into five categories covering good corporate governance principles as follows:
The Company is aware of the importance of the rights of shareholders—both as investors and owners of the Company—and the issues that impact on the Company, including having a policy of supporting and facilitating the shareholders’ rights as follows:
- The Company encourages that the Board of Directors, management and any related department, including auditors, attend the shareholders' general meetings simultaneously.
- The Company will send an invitation letter providing sufficient information on venue, date and time of the meeting, along with the meeting agenda and supporting information related to the meeting, at least 7 days prior to the meeting required by laws, so that the shareholders have time to study the information related to the meeting in advance. Moreover, the invitation letter and support documents are to be publicized on the Company’s website in advance and on newspaper, as a notice of the meeting appointment, for 3 consecutive days prior to the proposed meeting date.
- To protect the rights of the shareholders who cannot attend the meeting by themselves, the Company will send a proxy form together with the invitation letter.
- The Company encourages all shareholders to send their opinions, suggestions and questions before the meeting date within a certain period determined by the Company. All relevant principles will be publicized on the Company's website and announced on the Stock Exchange of Thailand's website.
- Prior to the meeting commencement, the secretary to the meeting is to introduce the Board of Directors, management team, and the Company's auditors and to inform the attendees of principles of voting rights and shareholders' vote counting system. Also, the attendees have an opportunity to share opinions, suggestions and questions on each agenda within appropriate and sufficient time. The Chairman of the meeting conducts the meetings by following the set agenda with a policy of not adding more agenda into the meeting without any advance notice to the shareholders. For the election of the directors, the Company gives an opportunity for the shareholders to vote for a director individually.
- The Company ensures the minutes of meeting is accurately and completely recorded and verifiable to the shareholders. The resolutions will be evidently recorded with voting details of approve, disapprove, or abstain of all agenda that requires shareholders to vote, along with summary of significant and meeting-related opinions, questions and answers. The resolutions will then be publicized on the SET's website by 09:00 am on the following working day, and the minutes of meeting will be submitted to the SET within 14 days as well as publicized on the Company's website.
- In the Annual General Shareholders' Meeting, the Company provides minority shareholders with an opportunity to propose a meeting agenda and to nominate directors to the Board in advance.
- In the Shareholders' Meeting, the Company equitably enables minority shareholders to freely express opinions and suggestions, as well as raise questions prior to passing any resolution.
- For the purpose of fairness and equity to all stakeholders, the Company strictly supervises its use of internal information to prevent an exploitation of information.
The Company provides information to directors and management of responsibilities in reporting the Company's share holding of their own and the penalty in accordance with the Security and Exchange Act B.E. 2535 (1992) and regulations of the Stock Exchange of Thailand. The directors and managements who trade their securities must report the share holding of themselves, their spouses and children who are minors in the Company under section 59 of the Securities and Exchange Act B.E. 2535 to the Securities and Exchange Commission of Thailand within 3 working days in order to be publicized accordingly.
The Company sets a policy of disciplinary punishment measures for those who exploit or disclose the Company's internal information which may cause the Company damages by considering appropriate punishment on a case-by-case basis.
Besides, the Company holds to the equitable treatments of shareholders and determines guidelines of interest management with transparency and accountability, especially in considering transactions between the Company and stakeholders or related parties.
The Company realizes the importance of the rights of every group of stakeholders, including both internal and external stakeholders, and is aware that every of stakeholders' supports and comments will be useful for operating and developing the Company's business. Thus, the Company observes the laws and relevant regulations so that the rights of the stakeholders are carefully protected. Moreover, to operate its business, the Company underlines the rights of all stakeholders by following the Corporate Social Responsibility guidelines determined on the Company's Code of conducts.
Submission of complaints
The Company provides channels that every group of stakeholders can contact the Company or submit their complaints about related problems directly to the Board of Directors. Complaints can be sent via E-mail to the Office of Corporate Secretary at firstname.lastname@example.org or via post addressed to the Office of Corporate Secretary followed by the Company's head office address. The stakeholders who submit the complaints can be certain that the Company keeps their information confidential and the Corporate Secretary collects all complaints and presents them to the Audit Committee and the Board of Directors accordingly. Besides, the Company also offers an opportunity to every group of stakeholders to directly contact or submit the complaints to the independent committee at email@example.com which is the direct channel to contact the Audit Committee and all four Independent Directors.
The Board of Directors places importance on disclosure of information with correctness, completeness, promptness and transparency of reporting of financial information and general information—including any other significant information that impacts the Company's share price—in accordance with regulations of the Security and Exchange Commission (“SEC”) and the Stock Exchange of Thailand ("SET"). The Company has a policy of disseminating the Company’s information memorandum to shareholders, investors and public through broadcasting channels and media of the Stock Exchange of Thailand as well as other public media which can be easily reached by the shareholders and public. Moreover, the Company has conducted corporate day to share recent information with investors periodically.
The Board of Directors is responsible for the Company's financial statements and financial information as appeared in the annual report. The financial statements are prepared in accordance with generally accepted accounting principles in Thailand by consistently conforming to appropriate accounting policy with complete and sufficient disclosure of information in the financial statements. In doing so, the Audit Committee reviews the quality of the financial statements and internal control systems, including sufficiently disclosing significant information in the notes of the financial statements, and informs the Board of Directors.
Structure of the Board of Directors
The Board of Directors consists of persons equipped with knowledge and experience beneficial to the Company and takes an important role in determining organization policy and overview, including supervising, auditing and evaluating that the Company's operating results comply with the set plans. Also, the Board of Directors faithfully operates the Company's business in accordance with the laws, rules and resolutions of Shareholders' Meetings and maximizes the benefits of the Company and shareholders.
In addition, the Board of Directors appointed sub-committees—comprising Audit Committee and Executive Committee—to manage and operate the business to be in accordance with the good corporate governance policy, to carry out specific duties and to present matters to the Board of Directors to consider and acknowledge. The aforesaid sub-committees have the rights and responsibilities as determined in authority and responsibilities of each sub-committee.
Concerning the clarity of responsibilities of determining policies of good corporate governance and managing regular operations, the Board of Directors has a policy that Chairman of Board of Directors and Chief Executive Officer must not be the same person. The Company, however, clearly separates roles, duties and responsibilities between the Board of Directors and managements and ensures checks and balances of the operations by having the Board of Directors determine policies and supervise the managements' performances in principles whereas the managements manage the Company's operations in accordance with the determined policies.
Roles, duties and responsibilities of the Board of Directors
The Board of Directors has responsibilities of considering and approving important matters related to the Company's operations, including supervising the management to efficiently and effectively operate the Company's business in accordance with the determined policies and plans.
Separation of policy determination and regular operation management
The Board of Directors considered and clearly separated authority and responsibilities of determining good corporate governance policy and those of managing routine operations. The Chairman of Board of Directors and the Chief Executive Officer will then be appointed by the Board of Directors. The Chairman of Board of Directors will lead and ensures the efficiency and effectiveness of the Board of Directors' Meetings by encouraging all directors to participate in the meetings and freely share their opinions, together with acting as a Chairman in the Shareholders’ Meeting. However, the Chairman of Board of Directors does not collectively manage regular operations, but only consistently provides supports and recommendations relating to business operations of the management team through the Chief Executive Officer; whereas the Chief Executive Officer is responsible for managing the Company under the authority assigned by the Board of Directors.
Code of conduct
The Board of Directors asserts correct and fair business operations by establishing the Company's code of conduct in writing in order to distribute to employees for use as guidelines in operating the business conforming to the code of conduct with honesty and fairness as well as cautiously operating in accordance with related laws and regulations.
Conflict of interest
The Board of Directors determined a policy of to conflict of interest based on the principle that any decisions related to the business operations shall be made for the Company's best interest only and any actions leading to any conflict of interest should be avoided.
The Audit Committee presents the Board of Directors with connected transactions and transactions with conflict of interest after having thoroughly considered the appropriateness of the transactions adhering to the rules of the Stock Exchange of Thailand, including disclosing the transactions in the annual report and annual registration form (form 56-1).
When a change of share holding occurs, the Company's Board of Directors and managements, including spouses and children who are minors, shall report such change to the Company and submit a report of changes in share holding to the Securities and Exchange Commission of Thailand within 3 working days from the date of purchase, sale and transfer. In addition, the directors, managements or department with the knowledge of internal information are prohibited to disclose such knowledge to outsiders or irrelevant parties and trade the Company’s shares one month prior to and three days after the publication of the financial statements. This is to protect the exploitation of internal information.
Internal control systems
The Board of Directors emphasizes on efficient internal supervision and control in both managerial and operational levels. Internal control systems are important mechanisms to reassure the management team of the reduction of business risks and to maintain the efficiency of the business operations by means of properly allocating of resources and achieving the target goals, protecting the missing and loss of assets caused by misconduct in office, providing correct and trusted financial statements, having personnel act according to the related laws and regulations as well as protecting shareholders' investments. The Company, therefore, clearly determines duties and authority of business operators and executives for different matters in writing, monitor and supervise the utilization of the Company's assets and separate responsibilities of business operators, auditors and evaluators to ensure appropriate checks and balances and audit.
The Board of Directors assigns the Audit Committee to take responsibility of reviewing the appropriateness and efficiency of the internal control systems arranged by the executives in respect of operations, financial reporting, regulatory and policy compliances and operating supervision. The Audit Committee is also assigned to be responsible for risk management and prioritization of vital signs assessed through early warning systems and irregular transactions. The Company, however, has an internal auditors to examine the Company's internal control systems to ensure that the Company has appropriate and sufficient internal control systems and that the internal auditors are independent to thoroughly perform the checks and balances. The internal auditors then directly report the audit results to the Audit Committee. The Company evaluates the sufficiency of the internal control systems at least once a year to be assured of the efficiency of the systems.
The Board of Directors emphasizes on risk management and is responsible for determining the overall risk management policy, evaluating and managing the organization's risks in order to maintain the risks at the acceptable level. The Board of Directors assigns the Executive Committee to efficiently manage the risks in accordance with the determined policy. The Company has an internal assessment by all managers every year, which shall be reported along with the appropriate prevention to Executive Committee. With any risks that become obstacles of an achievement of planned business operating goals, the Company shall impose measures to manage these risks as well as support and urge creation of working culture that personnel are aware of the importance of the risks, understand the causes of the risks and then rectify such causes in order to prevent and reduce any possible losses. This also results in the Company's benefits from potential business opportunities which will then add values to the organization.
Report of the Board of Directors
The Board of Directors takes responsibility for the Company's financial statements by assigning the Audit Committee to review financial reports and ensures financial reports are prepared with quality and accuracy according to the accounting standards generally accepted. The disclosure of the Company's important information is transparent and sufficient by having accounting department and/ or auditors attend a meeting together and present financial reports to the Board of Director every quarter. The Board of Director is responsible for the Company's financial statements and the financial information (report of responsibilities of the Board of Directors to financial reports) appeared in the annual financial statements. The aforesaid financial statements are prepared in accordance with the accounting standards certified and examined by the Company's auditors, whereas the disclosure of the important information—both financial and general information—is completely and consistently provided based on facts.
Board of Directors' meetings and Audit Committee
The Board of Directors and Audit Committee conduct a meeting at least every quarter and may have a special meeting as necessary. The agenda is clearly set and circulated with supporting documents prior to the meeting so that the Board of Directors and Audit Committee have enough time to study the related information in different matters prior to the meeting. Minutes of meetings are recorded and verified documents/ reports are collected and filed for further reference and verification.
In each Board of Directors' Meeting, the Company's corporate secretary attends the meeting to take the minutes and submit the minutes to the Chairman of Board of Directors for approval in the next meeting, including maintaining and filing all meeting-related information and documents for further reference.
The Company has a policy of paying appropriate levels of remunerations to the directors and managemetns by considering the operating results of the Company and the compatibility with the business counterparts, including the suitability with regard to duties and responsibilities of each director and managements in the forms of directors' remunerations and/ or salary and bonuses. The remuneration of directors and management shall be determine by Nomination and Remuneration Committee, which the Board of Directors has been approved and during the process to establish.
Nomination of the Board of Directors and Managements
The Company extensively emphasizes on the process of nomination of the Board of Directors and managements. As of now, the Company is in the process to establish Nomination and Remuneration Committee for this specific duty for nominating and selecting directors and managements to ensure that they are knowledgeable and diversely skillful.
The nomination of the Company's independent directors is based on the qualifications defined by the Company which are corresponding with regulations of the office of the Securities and Exchange Commission and the Stock Exchange of Thailand.
The Executive Committee is nominated and appointed by the Company's Board of Directors and managements in order to share the management duties of the Board of Directors and the regular work which may be beyond the authority of the Chief Executive Officer, so that the Board of Directors can work more on the policy management and executive supervision.
Development of directors and managements
The Board of Directors has a policy that supports the training and educating of concerned directors in the Company's corporate governance systems in order that the operations are continually improved.