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.
- The Company lays down a policy of providing the information, adequacy and timing, to all of its shareholders about the date, time, venue, agendas of each meeting of the shareholders, as well as all other associated issues for any decision-making in the meetings of shareholders as required by laws.
- Should a shareholder not be able to physically present at a meeting, they may appoint their proxy or an independent director as their proxy to attend and vote in the meeting via proxy form as provided in the Attachment.
- Prior to the meeting date, The Company may inform the shareholders of the procedure of voting for resolution as stated in the Company’s regulation.
- The Chairman of the meeting of the shareholders should allocate sufficient time to the shareholders. Some shareholders may equally submit their questions relating to any of the meeting agendas during the meeting. The Board of Directors will participate in the meeting to answer the interrelated question if any.
- To provide correct and complete meeting minutes for shareholder to access.
- To publish news and information regularly via the Company’s website, the SET, and the SEC.
To ensure fair and equitable treatments of shareholders, the Company has policy as follows:
- The Company allows its shareholders to propose matters to be included in a meeting’s agenda or nomination of candidates for corporate directors, prior to the meeting, with requirements and procedures.
- In the Annual General Meeting, The majority of shareholders, who are the Company’s executives, shall not propose other additional agendas, particularly some important agendas, without notifying the shareholders in advance to ensure that every shareholder has sufficient time for data investigation before making decisions on voting.
- The Company has a policy of encouraging the shareholders to use the proxy to enable the shareholders to determine the direction of voting. At least one independent director should be proposed for the shareholders’ proxy. Such proxy form shall be delivered by the Company, along with the name(s) of independent director.
- The Company has a policy of using the ballot tickets for any significant agendas, e.g. connected transactions, acquisition or disposal of significant assets, etc. for the transparency and verification of voting in case of any arguments. And in the appointment of directors, the Company encourages the shareholders to exercise their right in appointing each director.
- The Company issues the written guidance on retention and prevention of the use of the internal information. This guidance is informed to all employees in the organization for their compliance. Every director and executive has a duty of reporting his interest or stake to the Company as required by laws.
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:
- To disclose financial statement and other information that correlated to business accurately, truthfully and completely. The Company’s financial statements must fairly present in accordance with generally accepted accounting principle and receive approval from the Audit Committee and the Board of Directors before disclose to The Stock Exchange of Thailand, shareholders and related organization.
- To disclose the Company’s information via the channels provided by the SET, the SEC, and via the Company’s website to ensure provision of information services for shareholders and associated individuals.
- To disclose roles and duties of the Board of Directors and committees, number of meeting attended for each director, and the director and executive remuneration policy as disclosed in the 2014 annual statements (Form 56-1) and the 2014 annual report.
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
- 4.1) The Company holds board meetings at least one meeting per three months. Extraordinary board meeting shall be commenced if deemed necessary. In each board meeting, the agenda is clearly decided in advance.
- 4.2) The Company Secretary delivers meeting documents to directors in advance. The document has been prepared concisely as possible. The Chairman will allocate sufficient time for such discussion and vote.
- 4.3) The Company records written minutes and collects previous minutes approved by the Board of Directors which can be inspected as required.
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.