The Company’s Board of Directors emphasizes good corporate governance. It believes that good corporate governance and management under the framework of good ethics, transparency, accountability and fairness to all relevant parties will help to promote the Company’s stable and sustained growth and help to increase the confidence of the shareholders, investors and all related parties. Therefore, the Board of Directors has established in writing the principles of good corporate governance as guidance for the management and employees as follows :
1. Provide appropriate and effective internal control, risk management and internal audit systems.
2. Provide appropriate and effective internal control, risk management and internal audit systems.
3. Emphasize on the rights of shareholders and treat shareholders equally with fairness to all parties.
4. Comply with the requirements of all relevant laws and regulations and business ethics in order to protect the rights of all groups of stakeholders.
5. Organize the structure, duties and responsibilities of each group of directors clearly.
The Company’s good corporate governance policy adheres to the Principles of Good Corporate Governance for Listed Companies B.E. 2555 (2012) promulgated by the Stock Exchange of Thailand, which covers 5 categories of principles as follows:
Chapter 1: The Rights of Shareholders
Chapter 2: The Equitable Treatment of Shareholders
Chapter 3: The Role of Stakeholders
Chapter 4: Disclosure and Transparency
Chapter 5: Responsibilities of the Board of Directors
Chapter 1 The Rights of Shareholders
- The Company recognizes and places importance on the various basic rights of the shareholders, both as investors in securities and as owners of the Company, by defining the guidelines to encourage the exercise of shareholders’ rights as follows :
- 1. Shareholders’ Meeting
1.1 The Board of Directors has a policy to facilitate and support or encourage all groups of shareholders, including institutional investors, to attend the shareholders’ meetings and exercise their rights, which covers the basic legal rights, i.e. obtain a share in the profit of the business; buy, sell or transfer shares; obtain adequate news and information on the business; and participate in shareholders’ meetings to exercise their voting rights to elect or remove directors, approve all forms of remuneration for the Company’s directors, namely meeting allowance, bonus and other benefits, appoint the auditor and determine the audit fee, and make decisions on any matter that affects the Company, such as allocation of dividends, determination or amendment of the Articles of Association and Memorandum of Association, capital decreases or increases, and the approval of extraordinary transactions.
1.2 The Company has provided information on the date, time, venue and agenda, with rationale and explanation for each agenda item or resolution requested, in the notice of the annual general meeting or extraordinary general meeting of shareholders or attachments to the agenda. The Company has refrained from any action that limits the opportunity of the shareholders to study the information on the Company. The details of which are as follows :
1.2.1 The Company does not undermine the rights of the shareholders to study the Company’s information that must be disclosed according to various requirements and to attend the shareholders’ meeting. For instance, the Company does not abruptly distribute documents containing additional important information in the meetings, add new agenda items or alter sensitive information without prior notice to the shareholders, not provide shareholders with the right to pose questions to the Board of Directors in the meeting, restrict the right to attend of shareholders who come late for the meeting, etc.
1.2.2 The Company has provided information as to the date, time, venue and agenda of the meetings. Each agenda item of the shareholders’ meeting is set as individual subjects and the objective and rationale of each agenda item is clearly defined. Adequate information is provided for decision-making as follows :
a. Agenda for appointment of directors
1) Preliminary information of the nominated person, such as title, name, age, type of director, education, work history, number of companies in which such person is a director, experience, etc.
2) Positions held in other businesses where any business that may have potential conflict of interest with the Company has been clearly stated.
3) Nomination criteria and procedures (in the case of appointment of a new director).
4) Day, month and year appointed as a director, years in office and performance during the term as director (in the case of reappointment of directors).
5) Approved by the Board of Directors serving as the Nominating Committee.
6) The opinion of the Board of Directors is sufficient and clear for the shareholders to cast their vote
b. Agenda to consider the remuneration of directors
1) Amount and form of remuneration by position or responsibilities of the directors.
2) Directors’ remuneration policy.
3) Criteria and procedures for determining remuneration.
4) Other benefits received as director (presently the directors do not receive any other benefit apart from meeting allowance and annual bonus).
5) Approved by the Board of Directors serving as the Remuneration Committee.
6) The opinion of the Board of Directors is sufficient and clear for the shareholders to cast their vote.
c. Agenda to appoint the auditor and determine the audit fee.
1) Name of the auditor and the audit firm.
2) Experience and competence of the auditor.
3) Independence of the auditor.
4) Years of service to the Company (in case of appointment of the current auditor) or reason for the change of auditor (in case of appointment of a new auditor).
5) How the suitability of the audit fee together with other fees of the auditor is determined.
Approved by the Audit Committee.
6) The opinion of the Board of Directors is sufficient and clear for the shareholders to cast their vote.
d. Agenda on dividend payment
1) Dividend policy.
2) The proposed actual amount of payment compared with the dividend policy, together with supporting reasons and information.
3) Reason why dividend payment does not conform to the policy.
4) The opinion of the Board of Directors is sufficient and clear for the shareholders to cast their vote.
e. Agenda to consider material matters of the Company, such as capital increase/decrease, amendment of regulations, business sale/dissolution/transfer/merger, etc.
1) Details of the matter proposed.
2) Objective, reason or necessity.
3) Impact on the Company and its shareholders.
4) The opinion of the Board of Directors is sufficient and clear for the shareholders to cast their vote.
1.3 The Board of Directors facilitates shareholder participation and voting in meetings and refrains from any action that could limit the opportunities of the shareholders to attend the meeting. The procedures for attending and voting should not be complicated or too costly for shareholders, and the meeting location should be easily accessible.
1.4 The Company provides the shareholders with an opportunity to send their questions about the Company prior to the meeting date, by clearly determining the criteria for submission of questions in advance and duly informing the shareholders along with the delivery of the notice to the shareholders’ meeting. In addition, the Company also disseminates the criteria for submission of questions in advance on its website. The Board of Directors has prescribed the procedure for screening the questions submitted in advance and requires that the Company to provide answers to the shareholders in advance, as well as inform the shareholders’ meeting. The details of the procedure are as follows :
1.4.1 The Company provides shareholders with the opportunity to submit questions related to the meeting agenda to the Board of Directors in advance throughout the submission period. As for the general meeting of shareholders, the Board will gather the questions until December 31 of the calendar year preceding the meeting date. The Company adheres to the following guidelines :
1) Clearly determine the criteria for submission of questions in advance.
2) Inform the shareholders along with the delivery of the notice to the shareholders’ meeting.
3) Prescribe procedures for advance submission of the questions, such as allowing the shareholders to send the questions through the Company’s website, by email or by post to the Board of Directors.
4) Set the submission period for advance submission of the questions prior to the date of the shareholders’ meeting.
5) Prescribe the procedure for screening the questions submitted in advance by the shareholders for consideration of the Board of Directors in answering those questions.
6) The Company answers the questions for the shareholders in advance of the meeting date.
7) The Company answers the questions for the shareholders on the day of the meeting.
8) The Company informs the shareholders’ meeting of the questions submitted in advance by the shareholders and the answers to such questions.
1.5 The Board of Directors encourages shareholders to use proxy forms on which they can specify their votes and proposes as an option at least 1 independent director for shareholders to appoint as their proxy.
However, the shareholders can download the proxy from the company’s website. The company is required to provide revenue stamp to the shareholders to seal on the proxy. In addition, the shareholders who attend the meeting after the chairman opened a meeting have a right to vote on the under consideration agenda, without determination by vote and regard as the meeting quorums. Unless the there is an agreement otherwise.
- 2. Procedures on the Shareholders’ Meeting Date
2.1 The Board of Directors encourages the use of technology with the shareholders’ meetings, including registration of the attending shareholders and vote counting and reporting, so that the meeting can be conducted quickly, accurately and precisely.
2.2 Directors’ Attendance at Shareholders’ Meetings
2.2.1 All directors should attend the shareholders’ meetings.
2.2.2 In the case where nor all the directors can attend, at least the following persons must attend the shareholders’ meetings :
2) Managing Director
3) Chairman of the Audit Committee
2.2.3 The shareholders are presented with the opportunity to pose questions to the chairpersons of the various committees on matters in which they are involved.
2.3 In the shareholders’ meeting, voting is made separately for each item in the case of several items in an agenda, such as the election of directors.
2.4 The Company has in place a process for vote counting, storage of voting papers for every agenda item and full video recording of the meetings, which is disclosed on the Company’s website. The meeting and vote counting for every agenda item are conducted with transparency and accountability.
2.5 The Chairman has allocated adequate time for discussion and encourages the shareholders to express opinions and pose questions related to the Company to the meeting.
- 3. Preparation and Disclosure of the Minutes of the Shareholders’ Meetings
3.1 The minutes of shareholders meetings records the explanation of the voting and vote counting procedures used to the meeting prior to commencement of the meeting, as well as the opportunity provided for the shareholders to raise issues and questions. It also records the questions and answers, the voting results for each agenda item of the number of shareholders approving, dissenting and abstaining, and the list of directors who attended or missed the meetings.
3.2 The Company discloses to the public the voting results and the minutes of the meeting on its website. The details of the practice are as follows :
3.2.1 Disclose the resolutions of the meeting separated into approving, dissenting or abstaining votes on the next working day.
3.2.2. Disseminate the minutes of the meeting within 14 days from the shareholders’ meetings to serve as a channel for shareholders to express an opinion without having to wait for the next meeting.
3.2.3 Post the videos of the shareholders’ meeting on the Company’s website.
- 4. The Company Provides More Care to The Shareholders Than Their Legal Rights by Providing Current Important Information on its Website.
Chapter 2 The Equitable Treatment of Shareholders
The Board of Directors supervises and protects the fundamental rights of all individual and groups of shareholders equally, including the process of calling the meeting of shareholders, the protective measures to prevent the use of inside information by the directors, management and employees for abusive self-dealing, and for the directors and management to disclose information regarding their interests and those of their related parties.
The Company has established guidelines for the equitable treatment of shareholders as follows :
1. RELEASE OF INFORMATION PRIOR TO THE SHAREHOLDERS’ MEETING
1.1 The Company informs the Stock Exchange of Thailand of the meeting schedule together with the agenda and opinions of the Board of Directors and disseminated this information on the Company’s website. The details of the procedures are as follows :
1.1.1 The Company provides an opportunity for the shareholders to review the supporting information of the meeting on its website at least 30 days prior to the date of the shareholders’ meeting.
1.1.2 The supporting information of the meeting posted on the Company’s website contains the same information that the Company will send to the shareholders in the form of hard copy documents.
1.1.3 The Company sends the notice of the meeting and the supporting documents to the shareholders for more days in advance than that stipulated by law (at least 30 days prior to the meeting date).
1.2 The Company informs the shareholders of the various meeting rules and procedures for voting, including the voting rights attached to each class of shares, both in the notice of the meeting and at the shareholders’ meeting.
1.3 The above notice of the shareholders’ meeting is fully translated into English and disseminated at the same time as the Thai version.
2. PROTECTION OF THE RIGHTS OF MINORITY SHAREHOLDERS
2.1 The Board of Directors has clearly pre-determined the criteria for minority shareholders to propose additional agenda items in advance of the shareholders’ meeting date. In order to demonstrate fairness and transparency in considering whether the agenda items proposed by the minority shareholders should be included, the Company has the following criteria:
1) All shareholders have the right to propose agenda items.
2) Details of the supporting information for consideration.
3) Criteria to determine inclusion/non-inclusion of the matter proposed as an agenda item.
4) Channels through which to propose agenda items, such send a letter to the Board of Directors that may be sent in advance through the Company’s website, by email, etc.
5) Period for proposing agenda items.
6) The Board of Director informs the shareholders via the Company’s website of the criteria for proposing agenda items.
7) There is a screening process of the matters proposed by the Shareholders for consideration by the Board of Directors in the Board meeting.
8) Inform the shareholders of the Board of Directors’ decision together with the reasoning by informing the shareholder who proposed the agenda item and informing the shareholders’ meeting.
2.2 The Board of Directors established procedures for minority shareholders to nominate candidates to serve as directors and to provide supporting information regarding the candidates’ qualifications and their consent in advance of the shareholders’ meeting date. The rules for nomination are as per the following topics :
1) Nomination channel is by submitting a letter to the Board of Directors.6) The Corporate Secretary informs the shareholders who proposed candidates of the Board of
2) Nomination period is from 1 January to 31 December of every year.
3) Supporting information for consideration, such as detailed information on the qualifications of the proposed candidates, the candidates’ letters of consent, etc.
4) The Board of Directors informs the shareholders of the rules for nomination candidates through the dissemination channels of the Stock Exchange of Thailand and through the Company’s website.
5) The Board of Directors considers the qualifications of the candidates proposed by the minority shareholders according to the criteria set by the Company.
2.3 Shareholders in a management position may not add an agenda item without prior notice unless necessary, especially important agenda items that the shareholders require time to review before making a decision.
2.4 The Board of Directors provides the opportunity for the shareholders to exercise their rights to elect directors individually.
3. PROTECTION AGAINST ABUSE OF INSIDE INFORMATION
3.1 The Board of Directors has established in writing the policies and procedures for safe-guarding and prevention of use of inside information and has communicated them to everyone in the Company for compliance, together with the rules for trading the Company’s shares for the directors, executives and employees with knowledge of inside information to use as a guideline. Directors, management, and employees with knowledge of inside information must not trade, transfer or accept the transfer of Company securities during the period of 1 month prior to the disclosure of the financial statements and within 2 working days after the said disclosure.
3.2 All directors and executives who have a duty by law to report on their securities holding of the Company are required to regularly send such report to the Board of Directors and this information must be disclosed in the Company’s annual report.
4. CONFLICTS OF INTEREST OF DIRECTORS
4.1 The Board of Directors has policy and requirement for the directors and executives to report any conflict of interest regarding each agenda item prior to consideration and that such conflict must be minute in the minutes of the Board of Directors’ meeting as follows :
1) The Board of Directors has set the guideline for the directors and executives to disclose their interests and those of their related persons to the Board so that it can make a decision for the benefit of the Company as a whole.
2) This guideline is consistent with the nature of the business and the regulations of the relevant authorities, such as the Bank of Thailand, the Securities and Exchange Commission, the Stock Exchange of Thailand, etc.
3) The Corporate Secretary has been assigned as the recipient for information on any interest of the directors, executives and their related persons.
4) The Corporate Secretary has the duty to report any interest of the directors and executives, together with related persons to the Board of Directors, especially when the Board has to consider any transaction between the Company and the director or executive who have an interest or is connected.
4.2 The Board of Directors supervises that directors with material interest in a manner that may impede the said directors from providing an independent opinion shall not participate in the meeting to consider the agenda item in which he has an interest.
Chapter 3 The Role of Stakeholders
The Company operates its business under the vision of “The Premier Business, The Premier People, The Premier Society” with the aim for sustained success with consideration of the rights, righteousness and fairness to all groups of stakeholders, including not committing any violation against the rights of these stakeholders. As guidance for its management and employees, the Company has prepared a written code of conduct that covers the treatment of all groups of stakeholders, including shareholders, customers, trade partners, business alliances, employees and society.
The Company has established guidelines on the role of stakeholders as follows:
1. SETTING POLICIES AFFECTING STAKEHOLDERS
1.1 The Board of Directors has set the policy on the treatment of each stakeholder group together with implementation measures that are in effect. The policy has been announced and there are measures related to fair treatment that ensures that the Company and its value chain are responsible for the stakeholders as follows : :
Perform duties with integrity, transparency and for the benefit of the Company and its shareholders; manage the Company’s operations cautiously and carefully in order to prevent any damages to the shareholders; refrain from seeking personal gains for oneself or related persons by exploiting any non-public information of the Company; and refrain from any action that might cause conflicts of interest with the Company, including the divulgence of any confidential information of the Company to outsiders, especially its competitors.
The Company recognizes the importance of its employees as valuable assets and has treated all employees equally and fairly based on human rights principles without discrimination of skin color, race, sex or religion and without the use of child or illegal labor. The Company has compensation and remuneration policies that are based on the principles of fairness, which are appropriate for the job description, responsibilities and competency of each employee and are comparable with other companies within the same industry. The Company also has a policy for the continuous development and promotion of knowledge and competency for the employees to develop their skills and abilities for career advancement.
Regarding the policy and rules on employee benefits, the Company has established supplementary employee benefits other than required by law i.e. the provident fund for employees as a tool to create motivation among employees to perform their tasks and to retain human resources with the Company in a long-term perspective. The fund provides constant savings which will become a security for living after retirement. Further, the cooperative is a mechanism for saving and a source of fund in case of emergency. Group health insurance, group life insurance, group accidental insurance, yearly medical check-up, first-aid room of the Company in assistance of medical doctors and professional nurses, library for employees, sports clubs, employee transportation vehicles, and financial benefits to assist employees for many occasions have been also provided.
The Company has set a safety policy and set up a committee to oversee that safety, bio-sanitation, and the work environment are in accordance with the laws and international standards and to closely monitor performance. Knowledge and training on safety, bio-sanitation, and the work environment are provided to the employees and related persons along with promotion of all employees’ awareness towards the importance of safety and to seriously comply. There is regular testing of the office building’s saffety system and annual fire drills, as well as illumination and noise intensity measurements.
The Company has set a policy to meet customer satisfaction by offering quality products of standard that are safe to fulfill the needs of the customers. Complete and accurate information about the products and services are disclosed without distortion of facts, as well as provision of information that is accurate, adequate, and beneficial to the customers. It also has a product recall process in case any quality defect is found.
4) TRADE PARTNERS AND CREDITORS
The Company selects its trade partners impartially and conducts mutual business fairly without exploitation, respects and abides by the terms of the agreement, and does not solicit, accept or give any undue benefit in dealing with trade partners or creditors. In the case that there should be any information regarding the bestowment of any undue benefits, the Company will consult with the trade partners or creditors to mutually resolve the matter quickly and with fairness to all parties.
The Company supports and encourages the policy for free and fair trade competition with no monopolization or requirement for the business partners to sell only the Company’s products and has no trade and competition policy that employs any illegal and unethical means to obtain information of its competitors.
The Company promotes trade competition under the rules of fair competition and does not discredit competitors through slandering or take any action without the truth and unjustifiably. Also, the Company is prepared to support and cooperate with its competitors on various matters that are beneficial to the consumers.
The Company has set the policy and rules for the treatment of communities and society in its Code of Conduct for use as a guideline for practice by all employees as follows :
1) Support activities that are beneficial to the communities and society as a whole and build a good relationship with the communities in which the Company’s place of business is located.
2) Comply or ensure compliance with relevant laws and regulations.
3) Refrain from supporting or participating in transactions with any persons that are detrimental to the communities and society.
4) Pay attention to and be responsible for rectifying any danger that society is apprehensive of that may have been caused by the Company’s products/services or business operation.
5) Participate in the improvement of quality of life, build a harmonious society, develop virtue and morality, preserve good traditions, and instill a strong sense of social responsibility and volunteerism among the employees.
The Company determined its business operation policy based on the environmental standards as follows :
1) Refrain from any action that may damage the natural resources and the environment.
2) Comply or ensure compliance with laws and regulations related to the environment.
3) Refrain from supporting or participating in transactions with outside persons that threaten the environment as a whole.
4) Encourage the efficient use of resources and set policies on conservation of energy and other resources through the adoption of energy-efficient technologies for use in the Company.
5) Promote employees’ knowledge on the environment, as well as organize in collaboration with the employees activities related to the environment. This is set as a policy with disclosure of the practices for the awareness of all concerned.
1.2 The Board of Directors has assigned the Corporate Secretary as the recipient of complaints and to handle the complaints filed by the stakeholders. The reporting procedures and channels have been disclosed on the website and in the annual report of the Company.
1.3 Have in place mechanisms for whistle-blower protection and compensation measures in the case that stakeholders receive any damage from the Company’s violation of their legal rights.
2. Disclosure of Compliance to the Policies And Preparation of the Sustainability Report on Corporate Social Responsibility (CSR Report)
2.1 The Company discloses various activities that demonstrate the implementation of the policies mentioned above and also discloses the mechanisms to encourage the participation of employees in compliance with the afore-mentioned policies.
2.2 The Board of Directors ensures that the Company prepares a sustainability report on corporate social responsibility as part of its annual report or as a separate report from the annual report.
3. THE COMPANY HAS POLICIES AND PRACTICES IN ANTI-CORRUPTION
And prohibits bribery for business gains by the Company, as well as supports activities that promotes and instills all employees to be aware of and to comply with the relevant laws and regulations throughout.
The Company and its subsidiaries have included the topic "Anti-Corruption Policy" in the new employee orientation program held on a monthly basis by using media video presentations and lectures by the human resources management unit.
4. The Company has Set Policies on Intellectual Property for Which Employees are Prohibited from Infringement of the Intellectual Property Rights of Others
Disregarding whether domestic or foreign, and are prohibited from bringing pirated software for use in the Company. The Company has anti-corruption policies and prohibits bribery for business gain by the Company. The Company has informed all employees of these policies to which they have complied with all along. In addition, the Company has signed the declaration of intent to join the Private Sector Collective Action Coalition against Corruption.
Chapter 4 Disclosure and Transparency
The Board of Directors recognizes the importance of disclosure of information, both financial and non-financial, that is accurate, complete and transparent as stipulated by the regulations of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET), as well as other material information that may affect the price of the Company’s securities that influences the decision-making process of its investors and stakeholders. Information on the Company is disseminated to the shareholders, investors and general public through the channels of the SET and the Company’s website in Thai and English, which is constantly updated.
The Company has set guidelines on the disclosure and transparency of information as follows:
1. Disclosure of Information
1.1 The Board of Directors has mechanisms to ensure that the information disclosed to the investors is accurate, not misleading and adequate for their decision-making as follows :
1.1.1 The disclosure of material information, both financial and non-financial, of the Company is accurate, complete, timely, transparent and in accordance with the criteria stipulated by the SEC and the SET.
1.1.2 The effectiveness of the disclosure process is evaluated regularly.
1.2 The Board of Directors provides a summary of the corporate governance policy, code of conduct, risk management policy and corporate social responsibility policy as approved by the Board and the steps in implementing such policies, including cases of non-compliance along with the reasons, through various channels, such as the Company’s annual report and website.
1.3 The Board of Directors has arranged for the Report of the Board of Directors’ Responsibilities for Financial Statements to be presented together with the report of the independent auditor in the annual report. The report covers the following subjects :
1) Compliance with generally accepted accounting principles that is suitable for the business and use of appropriate accounting policies that are consistently adopted.
2) The financial reports contain information that is accurate, complete and factual in accordance with accounting standards.
3) The Report of the Board of Directors’ Responsibilities for Financial Statements is signed by the Chairman and the Managing Director.
1.4 The Board of Directors encourages the Company to prepare a Management Discussion and Analysis (MD&A) to supplement the disclosure of each quarterly financial statement. This is done in order for investors to be informed of the information and to understand the changes that occurred to the financial position and results of operations, the significant changes in the Company, including factors and events that affect the financial position or results of operations, and not just be presented with only the figures in the financial statements.
1.5 The Board of Directors stipulates that the audit and other fees of the auditor be disclosed in the Company’s annual report.
1.6 The Board of Directors stipulates that the following information be disclosed in the annual report:
1) Roles, duties and opinions from their work performance in the previous year of the Board of Directors.
2) Roles, duties and opinions from their work performance in the previous year of the committees.
3) Number of meetings held and attendance record of each director in the previous year.
4) Record of training and ongoing professional education of the directors.
1.7 The Board of Directors discloses the policy for remuneration of directors and executives that corresponds with the duties and responsibilities of each person, including the forms and manner of remuneration, the remuneration amount and the amount of payment received by each director as a director of the Company’s subsidiary.
2. Minimum Information Disclosed on the Company’s Website
2.1 In addition to disclosing information as specified by the regulations through the SET, annual statements (Form 56-1), and annual report, the Board of Directors deems it appropriate to regularly disclose information that is up-to-date both in Thai and English through other channels, such as the Company’s website. The minimum information on the Company’s website should at least comprise the following and must be regularly updated :
(1) Vision and mission of the Company;
(2) Nature of business of the Company;
(3) Organization chart and list of members of the Board of Directors and management team;
(4) Qualification and experience of the Corporate Secretary;
(5) Financial statements and reports on the financial position and results of operations for both the current and prior year.
(6) Downloadable annual statements (Form 56-1), and annual report;
(7) Information or other materials provided in briefings to analysts, fund managers and the media;
(8) Direct and indirect shareholding structure;
(9) Group corporate structure, detailing the subsidiaries, affiliates, joint ventures and special purpose enterprises/vehicles (SPEs/SPVs);
(10) Direct and indirect shareholding of beneficial owners holding 5% or more of the total paid-up shares with voting rights;
(11) Direct and indirect shareholdings of major and/or substantial shareholders, directors, and senior management;
(12) Notice of the annual general meeting and extraordinary general meetings;
(13) Articles of Association, Memorandum of Association and shareholders’ agreement (if any);
(14) Policy and practices according to the principles of good corporate governance of the Company;
(15) Risk management policy and its implementation;
(16) Charter or responsibilities, qualifications and term of office of the Board of Directors, including the types of decisions requiring Board approval;
(17) Charter or responsibilities, qualifications and term of office of the committees;
(18) Code of conduct of the Company’s employees and directors;
(19) Code of conduct of the investor relations officer;
(20) News of the Company and its subsidiaries;
(21) Contact details of the unit or officer responsible for investor relations (e.g. name of contact person who can provide information and telephone number);
(22) Annual investor relations plan.
Chapter 5 Responsibilities of the Board of Directors
The Board of Directors is responsible for overseeing the work of the management to ensure compliance with policies, plans and budgets, as well as its responsibilities toward the Company and its shareholders.
The Company has set the guidelines regarding the responsibilities of the Board of Directs as follows:
1. Structure of the Board
1.1 The Board of Directors has prescribed that the structure of the Board shall consist of directors with various characteristics in terms of gender, age, educational background, professional experience, skills and knowledge, experience and specific capabilities that benefit the Company and shall consist of least 1 non-executive director with experience in the business or main industry in which the Company is operating.
1.2 The Board of Directors ensures that the Board’s diversity policy and the number of years each director has served as a director of the Company are disclosed in the annual report and on the Company’s website.
1.2.1 Disclose the procedures for selection of directors that is formal and transparent and the number of years each director has served as a director of the Company are disclosed in the annual report and on the Company’s website.
1.2.2 Disclose the name, history, qualifications, experience and shareholding in the Company of the directors in order to show that the Board has the knowledge, skills, characteristics and experience that are useful to the Company in the annual report and on the Company’s website.
1.2.3 Disclose clearly in the annual report the directors representing the shareholders/ non-executive directors/independent directors/executive directors.
1.3 The Board is appropriately sized and is composed of persons with sufficient knowledge, experience and skills to perform their duties efficiently. The Board is composed of at least 5 but not more than 12 directors.
1.4 The Board consists of independent directors who can independently comment on the performance of the management in the number prescribed in the notification of the Securities and Exchange Commission (SEC).
1.5 The proportion of directors is in accordance with the director nomination process, which is mainly based on the criteria of knowledge, competency and suitability of the person to b appointed as a director rather than on the criteria on proportion of investments.
1.6 The Company takes into account the benefits to corporate management according to the director nomination process set by the Company rather than the number or proportion of independent directors.
1.7 The Board of Directors has determined the tenure of each term of office but has not set the limit on the number of consecutive terms in office.
1.8 The Board considers the qualifications of the person to be appointed as an “independent director” to ensure that the independent directors of the Company are truly independent and are appropriate for the specific nature of the Company. Their independence must at least be in accordance with the criteria set by the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET).
1.9 The continuous tenure of the independent director will be beneficial to the corporate management and business operations of the Company. In addition, the search for a competent person to serve as independent directors cannot be implemented immediately.
1.10 The Chairman of the Board and the Managing Director have different roles and responsibilities. The Board has clearly defined the roles and responsibilities of the Chairman and the Managing Director and has recruited different persons to hold the positions of Chairman and Managing Director so that neither person has unlimited power.
1.11 The Board of Directors respects the judgment of the Managing Director and senior executives of the Company not to serve as a director of other companies with the same business as or are in competition with the business of the Company or are contrary to the interests of the Company.
1.12 The Company has appointed a Corporate Secretary to be responsible for advising on laws and regulations of relevance to the Board of Directors and for overseeing the activities of the Board, including coordinating the compliance with the Board’s resolutions.
The Board of Directors has determined the qualifications and experience of the appropriate Corporate Secretary who will perform the duty as the secretary of the Company. The qualifications and experience of the Corporate Secretary are disclosed in the annual report and on the website of the Company.
1.13 The Corporate Secretary has received training and continuous development in legal, accountancy, or company secretarial practices. The Company determines the qualifications and appoints a person as the Corporate Secretary by taking into consideration of mainly his knowledge, capability and work experience, disregarding whether such person is a permanent employee of the Company or not.
2.1 The Board of Director has appointed an Audit Committee in accordance with the requirement of the Stock Exchange of Thailand with a term of office of 3 year to perform specific duties and to propose matters for consideration or acknowledgement by the Board. The Audit Committee has rights and duties as set out in the Scope of Responsibilities of the Audit Committee and has qualifications according to the criteria prescribed by the SEC.
2.2 The Board of Directors appointed a Remuneration Committee with the entire Board, except for directors with conflicts of interest, being responsible for considering the criteria for and forms of remuneration to the directors and presenting its opinion to the Board before presenting such remuneration to the shareholders' meeting for approval.
2.3 The Board of Directors appointed a Nomination Committee with the entire Board, except for directors with conflicts of interest, being responsible for considering the criteria and process for nomination of persons with appropriate qualifications and is in accordance with the business strategy of the Company to serve as directors, as well as select persons according to the determined nomination process and present its recommendation to the Board, which will propose to the shareholders’ meeting to appoint as directors. For the process of recruiting the said persons, the Company shall select from the Thai Institute of Directors (IOD)’s list of chartered directors and from persons in various fields by considering their qualifications, seniority and work experience.
3. Roles and Responsibilities of the Board
3.1 The Board’s duties and responsibilities should include the following matters:
1) Consider and approve key matters on the Company’s operations, such as the vision and mission, strategy, financial targets, risks management, plans, budget, etc.
2) Monitor and ensure efficient and effective implementation by the management of approved policies, Strategies and plans with efficiency and effectiveness.
3) Internal control and risk management, including the process for receiving and handling complaints.
4) Ensure long-term business continuity, including employee development plan and succession plan.
3.2 The Board of Directors has determined in writing a corporate governance policy for the Company as follows:
1) The Board has determined and approved a written corporate governance policy.
2) Communicate to everyone in the organization for their understanding.
3) Have method to encourage everyone in the organization to comply with the corporate governance policy.
4) Assess compliance to the corporate governance policy and review the policy at least annually.
3.3 The Board of Director promotes the preparation of a written code of conduct so all directors, executives and employees will understand the ethical standards the Company uses in its business operations and seriously monitors compliance with the code.
The Company has arranged for all employees to take the "Sujarit-Thai (or Honest Thai)" test through its intranet system to ensure that employees have knowledge and understanding about anti-corruption, which is part of the business ethics, and can implemented it correctly and appropriately. In addition, the Company has evaluated the performance of all employees on the topic of morality, ethics and good governance in order for them to be good role models for others and society in accordance with the core values of the Premier Group annually.
3.4 The Board of Directors considers any conflict of interests thoroughly. There should be clear guidelines on the approval of transactions with possible conflicts of interest, which is chiefly for the best interests of the Company and all its shareholders. Persons with vested interests should not participate in the decision-making process. The Board should also monitor compliance with regulations regarding the procedures for and disclosure of information on transactions that may have conflicts of interest to ensure accuracy and completeness.
3.5 The Board of Directors ensures that internal control systems for financial reporting and compliance with regulations and policies are in place. The Board has assigned a person or a department that is independent to audit such systems and to review the main systems at least annually, as well as disclose the review results in the annual report.
3.6 The Board has established a risk management policy covering the whole Company and has assigned the management to implement the policy and regularly report to the Board. The risk management system is review or the effectiveness of risk management is assessed at least once a year with the results disclosed in the annual report, and whenever, there is a change in risk level, which includes focusing on early warning signs and unusual transactions.
3.7 The Board of Directors or Audit Committee should provide its opinion on the adequacy of the Company’s internal controls and risk management systems in the annual report.
3.8 The Board of Directors has set clear procedures for whistle-blowers or stakeholders through its website or directly to the Company or report directly to the Company. The Board has assigned the Corporate Secretary as the recipient and handler of complaints from the stakeholders. The procedures and channels for filing complaints are disclosed on the Company’s website and annual report. The Company has mechanisms for whistle-blower protection and compensation measures in the case stakeholders receive damages from the Company’s violation of their legal rights.
3.9 The Board of Directors has mechanisms for governing its subsidiaries in order to protect the benefits from its investment. The Board is responsible for determining the suitability of persons to be appointed as directors of the subsidiary companies in order to ensure that its management complies with the policies of the Company and that various transactions are executed correctly according to securities and exchange laws and notifications of the SET.
4. Board of Directors’ Meetings
4.1 The Company sets the schedules and agendas of the Board of Directors’ meeting in advance throughout the year and notifies each director of the schedule so that all directors can manage time to attend the meetings.
4.2 The number of Board meetings should correspond with the duties and responsibilities of the Board and the nature of business of the Company. In the case the meetings are not held monthly, the Company will send a performance report to the directors for the months in which there was no meeting so that they can continuously and timeously supervise and oversee the performance of the management.
4.3 The Chairman of the Board and the Managing Director jointly selects matters for inclusion in the agenda of the Board meeting and ensures that all important matters are included. Opportunity is provided for each director to independently propose any matter that is beneficial to the Company as an agenda item.
4.4 The meeting documents are sent to the directors at least 5 working days in advance of the meeting date.
4.5 All directors attended at least 75 per cent of all Board meetings held during the year.
4.6 The Company has set a minimum quorum policy for the Board of Directors’ voting at Board meetings requiring that at least two-thirds of the total number of the directors must be present.
In the case of an event/urgent agenda/force majeure that may cause damage to the business or the operations of the Company and it is not possible to arrange for two-thirds of the total number of the directors to attend the meeting, not less than half of the directors in accordance with the Articles of Association have the power to consider and pass a resolution on that agenda.
4.7 The Chairman allocated adequate time for the management to propose matters and enough time for all directors to discuss important problems carefully. The Chairman promotes the prudent use of discretion. All directors paid attention to all matters raised at the meeting, including those concerning corporate governance.
4.8 The Board of Directors encourages the Managing Director to invite the senior executives to attend the Board meetings to provide additional information on the problems to which they are directly related and to provide an opportunity for the Board to learn more about the senior executives for use in supporting the consideration of the succession plan.
4.9 The Board of Directors has access to additional necessary information from the Managing Director, Corporate Secretary or other executives assigned under the scope of the policy set. If necessary, the Board may obtain independent opinions from external consultants or practitioners at the Company’s expense.
4.10 The Board of Directors considers it a policy to provide opportunities for non-executive directors to meet among themselves as necessary to discuss various management issues of interest without participation of the management and to inform the Managing Director of the outcome of such meetings
4.11 The minutes of the meeting should consist of at least the following information and there should be a good storage system with easy data search but cannot be amended without approval of a Board meeting.
- Date, start time and end time;
- Names of the directors present and absent;
- Summary of important information on the matters proposed to the Board;
- Summary of the matters discussed and observations of the directors;
- Resolutions of the Board and opinions of the dissenting directors (if any);
- Recorder of the minutes - Secretary of the Board of Directors;
- Certifier of the minutes - Chairman.
5. Board Self-Assessment
5.1 The Committee and Subcommittee conduct self appraisal at least once a year, in order for the committee to join together to consider the work and the problems so that it can be improved and adjusted; by setting norms that will be used to compare with the performance.
5.2 Evaluate the committee and Subcommittee performance, assessment of both individual and the entire committee; including disclosed procedures principle in the Company’s annual report.
5.3 The Committee annually evaluates Chairman of the Executive Committee or Managing Director to be used in determining their remuneration. At which the Company evaluate in accordance with the principle that the Stock Exchange of Thailand has set.
For the Board self-assessment process, the Corporate Secretary will send the evaluation form mentioned above to all directors in November and respond within 15 December of every year. After that, the Corporate Secretary will collect and report the results of the evaluation in comparison with the previous year to the next Board of Directors’ Meeting to acknowledge and improve the work to be more effective.
For the Board self-assessment criteria, the Company has evaluate the performance of the entire committee and evaluate the performance of individual by using the method of scoring for each topic with 5 level which are :
0 = Strongly disagree or there has been no implementation of the matter
1 = Disagree or there has been little implementation of the matter
2 = Agree to a limited extent or there has been initial implementation of the matter
3 = Mostly agree or there has been progressive implementation of the matter
4 = Strongly agree or there has been complete implementation of the matter
Evaluation Topics consisted of 6 main topics, which are
1. Structure and qualification of the Board
2. Roles, duties and responsibility of the Board
3. Board Meeting
4. Duties of Directors
5. Relationship with the management division
6. Directors’ Self Development and Executive Development
Moreover, the Company has evaluated the Chairman of the Executive Committee’s performance by considering from the Company’s business operating performance and operating performance in accordance with the policies assigned by the Board of Directors for improvement. The same method is use with the performance evaluation of the entire committee and individual performance evaluation.
The evaluation topic consisted of 3 main sections, which are:
Section 1 : Progress of work plan
Section 2 : Performance Measurement
2.2 Strategy Formulation
2.3 Strategy Implementation
2.4 Financial planning and financial performance
2.5 Relationship with the Board
2.6 External Relations
2.7 Administration and Personnel relations
2.9 Knowledge of products and services
2.10 Personal Characteristics
Section 3 : Development of the Chairman of the Executive Committee
The remuneration of directors is comparable with the level of that of other listed companies in the industry in which the Company operates and reflects the experience, obligations, scope of work, accountability and responsibilities, and expected contributions from each director. Directors who are assigned to more duties and responsibilities, such as being members of committees, shall receive appropriate additional compensation as well.
7. Board and Management Training
7.1 The Board encourages and facilitates training and educating for those involved in corporate governance of the Company, such as directors, members of the audit committee, executives, Corporate Secretary, etc., to assist them to continuously improve their performance. Training and educating can be done internally or through the use of the services of external institutions.
7.2 The Board of Directors determined to have orientation for all new directors, to build knowledge and understanding of the business and various aspects of the Company’s operation. The purpose is to prepare the readiness of directors in practicing their duties. The Company secretary will be coordinator in various matters such as business structure, directors structure, scope of duties, Laws to know, general knowledge of business, operation guideline and etc.
7.3 The Board has assigned the Managing Director to organize an executive development program and disclose it in the Company’s annual report.
7.4 The Board requires the Managing Director to present them with the Company’s succession plan at least once a year. The Managing Director and senior executives have prepared continuous succession plans in case they cannot perform their duties.