Company focuses on operating under good governance. The Board of Directors is committed to follow the principles of good corporation. It will also enhance the transparency and efficiency of the management. This will build trust to the shareholders, investors and all concerned parties. The Board of Directors Meeting No. 1/2012 on February 27, 2012. The Board of Directors has approved a policy of good governance. According to the Stock Exchange of Thailand It covers the 5 principles of good corporate governance as follow:
The Board of Directors is always concerned and valued the rights of the Company’s shareholders such as stockbrokerage, stock transfer, corporate information provision, shareholder meeting attendance and vote, etc. Therefore, the corporate governance policy is placed by regarding with the basic rights and convenience of all shareholders. The relevant important polices are described below.
To ensure fair and equitable treatments of shareholders, the Company has policy as follows:
The Company realizes the significance of other stakeholders contributing to its financial stability and sustainability. These stakeholders include, for instance, customers, employees, trading partners, creditors, and the surrounding community. The Company has always ensured integrity and fair treatment for each stakeholder through its established business ethics policies as follows:
|Shareholders:||The Company focuses on ethical operation and discloses important information such as financial statement and other related information to shareholders transparently, accurately, completely and timely.|
|Customers:||The Company gives importance to customers with the highest responsibility through quality control of products and services under fair conditions. All customers’ information is clandestine and will not be disclosed or unethically used.|
|Employees:||The Company ensures fair and equal treatment for all employees. Employees are entitled to benefits, safety policy, and suitable working environment according to their positions without discrimination. Provident fund has been set for corporate employees’ security. The Company also encourages its employees’ knowledge and skill development through in-house and outside training.|
|Trading partners:||The Company adheres to integrity, equality, and rights of benefits. The Company always respects its trading partners’ legal rights and rights as specified in agreements.|
|Competitors:||The Company supports the principles of fair competition and operates its business with integrity without any legal or ethical wrongdoings.|
|Community, society, and environment:||The Company has always been responsible to the society and environment via promoting social activities that bring sustainable development to the community. The Company also strictly complies with applicable environmental laws and develops preventive strategy to control environmental impact consistently.|
The company ensures that corporate information is provided correctly, accurately, on time, and transparently to The Stock Exchange of Thailand, The Securities and Exchange Commission, and related organization through following corporate practices:
For investor relation, the Company found a team to coordinate communications between the Company, investors, shareholders, and related organization which is Mr. Pattarapong Pongsawasdi
The Board of Directors shall take care of the Company’s working system to ensure that all of the Company activities are done according to laws, objectives, regulations of the Company, and the resolution of shareholder meeting ethically.
1. Board of Directors
The numbers of directors are 9 persons totally. Each director’s term is according to the Company’s Article of Association section 15 which stated that in an annual general meeting, one third of the directors are required to resign. If the total number of directors does not allow such division, the number of directors to resign should be at the closest to one third of the total. The directors whose terms have completed may be reelected to the Board. The Board of Directors shall comprise of 6 Executive Directors and 3 Non-executive Directors which are legally qualified as the Independent Directors conforming to the SEC regulation. The structure is in accordance with the SEC ACT B.E. 2535 which stated that of registered company must have Independent Directors more than or equal to 1 out of 3 members of board of directors.
The Board of Directors appointed the Company secretary that has the role and responsibilities of the Board of Directors and shareholders, such as holding meeting, recording and doing minutes of meeting and coordination and monitoring compliance with the resolution of the Board of Directors and shareholders.
As well it is vital to care to advise the committee on rules and administration, to practice the storage of important documents of the Company.
Management Structure of the Company consists of the Board of Directors and 3 Sub-Committees which are Audit Committee, Risk Management Committee and Executive Committee according to the good corporate governance.
3. Roles, Duties and Responsibilities of the Board of Directors
The shareholder meeting has defined roles, duties, and responsibilities of the Board of Directors to ensure that business operation is conforming to laws, objectives, and regulation of the Company, as seen in 9.2.
The Board of Directors separates roles, duties, and responsibilities of supervised policy resolution and daily management clearly. The President Director is not the same person as the Executive Directors and does not involved in the daily management of the Company but provides support and advice in business operation via the Executive Directors regularly, while the Executive Directors are responsible for the Company management under the resolution of the Board of Directors.
4. Meetings of the Board of Directors
5. Self-assessment of the Board of Directors
Since the Company has registered in the Stock Exchange of Thailand, the Board of Directors organize self-assessment annually to assess operation performance and enhance operation efficiency of the Board of Directors in following years.
6. Remuneration of Directors and Executives
The Company has specified the necessary and appropriate remuneration for directors at the rate used within the industry which is sufficient to maintain quality directors with the Company. The remuneration for the management must be approved by the Company’s shareholder meeting and is in accordance with the Company’s operational performance and performance of the individuals. The remuneration compensation of the directors must be considered by a meeting of shareholders of the Company. In terms of executive compensation will be based on the principles and policies set by the Board of Director which is based on the obligations, the responsibilities, the performance of each executive as well as results of operations of the Company.
7. Development of Directors and Executives
The Company supports and facilitates development of Directors and Executives via several workshops to improve operation efficiency unceasingly. All Directors have been through director curriculum from Thai Institute of Directors Association: IOD.