Corporate Governance Policy
The Board of Directors operates with compliance to the laws, objectives, Articles of Association and resolutions of the shareholders’ meeting of the Company. The Company has also adhered to and complied with the Principles of Good Corporate Governance of Listed Companies in accordance with the guidelines set by the Stock Exchange of Thailand to guide the Company's operations and subsidiaries to achieve operational efficiency as well as to give transparency to investors, which in effect will elicit trust in any company's business from outsiders. The Company's good Corporate Governance Policy covers 5 categories as follows:
The Company recognizes and values the basic rights of its shareholders, both as securities investors and owners of the Company, such as the rights to purchase, sell, and transfer their securities. Also, the right to receive a share of profits from the Company, the rights to receive sufficient information, the rights of shareholders meeting, including the right to comment and make important decisions about the Company, such as the allocation of dividends, appointment or removal of director, appointment of auditors, approval of major or significant transactions of business operation of the Company, including amendments to the Memorandum and Articles of Association of the Company.
Specifically, the Company has a mission to promote and facilitate the exercise of the rights of shareholders as follows:
- The Company will send the invitation letter together with supporting information for each agenda, to the shareholders prior to the meeting date not less than 7 days or any other period as required by the relevant laws or regulations. In addition, the information will be posted on the Company's website before the shareholders' meeting.
- If the shareholders cannot attend the meeting on their own, the Company will allow the shareholders to appoint an independent director or other person to attend the meeting by using a proxy form as the Company delivers along with the notice of meeting.
- In the shareholders' meeting, the Company will use the premise which is convenient for travelling and transportation, and also provides the map showing the location of the shareholders' meeting or attached in the invitation letter. The Company will select the appropriate date and spare sufficient time allocated to the meeting in order to comply with the policy to facilitate the shareholders of the Company.
- Before the shareholders' meeting, the Company will allow shareholders to send their comments, suggestions or questions in advance of the meeting in accordance with the Company's rules or regulations.
- At the shareholders' meeting, the Company will give all shareholders equal rights to express their opinions. Any suggestions or questions in the relevant agendas freely before voting for the resolution on any agenda, and there will be directors and management of the Company involved in the shareholders meeting to answer questions.
- The Company will encourage the use of ballots on every agenda, for transparency and verification of vote counting.
- After completion of the shareholders' meeting, the Company will prepare the minutes accurately and completely. There will also be important issues, questions, comments and suggestions recorded in the minutes. In addition, the Company will apply the voting results for each agenda item. Include the minutes posted on the Company's website for shareholders to consider. The minutes of such meeting shall also be sent to the Stock Exchange of Thailand within 14 days from the date of the meeting. This is in accordance with the requirements of the Securities Exchange Commission and the Stock Exchange of Thailand.
- The Company will facilitate the shareholders to receive dividends and pay dividends by way of transferring money to the bank account to ensure the shareholders receive dividends on time and prevent the problem of paycheck, damaged, lost or delayed.
- The Company gives shareholders the opportunity to receive the current information of the Company through the Company's website on a regular basis.
The Company treats all shareholders equitably, whether it is major or minor shareholders, executive or non-executive shareholders, Thai or foreign shareholders. The details of practices are as follows:
- The Company will schedule the shareholders' meeting, including agenda related to the Stock Exchange of Thailand prior to publish the schedule of meetings via the Company's website. The invitations in Thai and English languages will be published and distributed on the Company's website as well.
- The Company will facilitate minor shareholders to nominate directors or propose additional agendas prior to the shareholders' meeting. The Company will set clear rules in advance on how to provide minority shareholders, to nominate a director, and the criteria to determine whether the Company agenda will be added as proposed by minority shareholders.
- In conducting each shareholder meeting, the Company will provide equal opportunity for all shareholders. Before the conference, the chairman of the meeting will explain the procedure for voting and counting the vote on each agenda item. It also gives the opportunity for all shareholders and proxies to express their opinions, suggestions, and questions in each agenda item in a timely and adequate manner. The Chairman will proceed with the meeting according to the agenda, without allowing the management to add unnecessary agendas that fails to give notice to the shareholders in advance, particularly the important agenda where the shareholders may need time to study further information before making a decision.
- For the election of directors, the Company will encourage the election for one individual each time.
- The Company has required the directors to report any interest in any agenda at least prior to the consideration of the related agenda item in the Board of Directors' meeting and to record such interest in the minutes of the Board of Directors meeting. Also, directors who have a significant interest or unable to freely express their views on the agenda are prohibited from participating in the meeting.
- The Company has set guidelines for keeping and preventing the use of inside information of the Company by prohibiting persons or entities who know the inside information to disclose such information to other agencies or outsiders. In case any person discloses such information or uses it for the benefit of himself or others, or conduct transactions that may cause conflict of interest shall be deemed faulty and subjected to disciplinary action. In addition, all directors and executives who are required to report their legal holdings are required to submit such reports to the Company Secretary on a regular basis to the Company Secretary and also disclose the information in the Annual Report of the Company.
The Company attaches importance to the rights of all stakeholders, whether the internal stakeholders such as the shareholders and employees of the Company or external stakeholders such as business partners or customers. The Company recognizes that support and comments from all stakeholders will be beneficial for the Company's business and development. Therefore, the Company will comply with the laws and regulations, and the relevant requirements for the rights of such stakeholders are also taken into account, along with the rights of all stakeholders set forth in these guidelines:
|Shareholders||The Company will operate its business with transparency and efficiency, by striving to build good performance and stable growth, and also to maximise shareholder benefits in the long run, including transparent and reliable disclosures of information to shareholders.|
|Employees||The Company will treat all employees equally, fairly and with reasonable compensation. The Company will support for employees' knowledge, abilities and potential, such as training, seminars and training, etc., and provide an opportunity to all employees, along with the motivation for highly skilled employees to stay with the Company. To develop the organization further, the Company also sets out guidelines for anti-corruption, encouraging all employees in compliance with relevant laws and regulations, such as strictly prohibiting internal information.|
|Business partners||The Company has a process for selecting partners by providing partners with equal information. In addition, the Company has developed appropriate and fair contract forms for all parties and provide a tracking system to ensure that the terms of the contract are fully complied with. The Company also prevent fraud and misconduct at every stage of the procurement process. The Company will purchase goods and raw materials from business partners based on trading conditions and strictly follow the contract with every business partners.|
|Customers||The Company is responsible for the customer by maintaining the quality and standards of products and services, including the response to customer needs as complete and comprehensive as possible. To focus on long-term customer satisfaction, the Company also takes into account the hygiene and health of customers in consuming the Company's products and to provide accurate and complete information about each of the products to customers. The Company also provides channels for its clients to report inappropriate products or services, and use that information in order to prevent and solve problems related to products and services of the Company. Customers can report problems through various channels easily and promptly, either by the phone or the Company's online channels such as Facebook and Instagram.|
|Creditors||The Company will comply with the terms and conditions of the agreement with creditors as well as repay principal, interest, and security of collateral under the relevant contracts.|
|Competitors||The Company thrives in a good competitive environment, Code of Conduct and also support and promote fair competition policy.|
|Society and public sector||The Company cares and pays attention to social security, environment, and quality of life of people involved in the Company's operations, and encourage employees of the Company to be consciously responsible for the environment and society as well. In addition, the Company strives to participate in activities that create and maintain the quality of environment and society.|
Stakeholders can also ask for details and complaint for legal clues or offenses such as the inaccuracy of financial reports, inadequate internal control system, or the unethical business operation of the Company, through independent directors or the Audit Committee of the Company. The information and complaints to the Company shall be kept confidential and the independent directors or the audit committee will conduct the investigation and find solutions (if any) and will report to the Board of Directors. Finally, the Company will disclose the processes and outcomes of any issue on the Company's website or Annual Report.
- The Board of Directors attaches importance to the disclosure of accurate, complete, adequate, transparent and timely information, for financial and general information, as well as any other information that may affect the operation or affect the price of the Company's securities or will affect the decision making process of investors and stakeholders. The Company will disclose such information in accordance with the regulations of the Office of the Securities and Exchange Commission, The Capital Market Supervisory Board, and the Stock Exchange of Thailand.
- The Company appoints an Investor Relations Dept. to communicate with investors or shareholders. The Company will arrange a meeting to analyze the results of operation regularly and review the Company's information, financial information, and general information for the shareholders, securities analysts, Credit Rating Agency, including relevant government agencies through various channels, i.e., reporting to the Securities and Exchange Commission and Stock Exchange of Thailand. In addition, the Company also makes regular disclosures in both Thai and English, for shareholders to receive regular news through the Company's website. The information on the Company's website is always updated, includes vision, mission statement, financial statements, press releases, Annual Report, structure and management, as well as shareholding structure and major shareholders, invitation letters, company registration documents, Charters, etc. Investor can contact Ms. Korbsakao ext. 206 / email email@example.com.
- The Company attaches importance to the financial statements and the financial information appearing in the Annual Report. The Audit Committee will review the quality of financial reports and internal controls, including adequate disclosure of material information in the notes to the financial statements and report to the Board of Directors. The Board of Directors' responsibility for the financial statements is presented alongside the auditor's report in the Annual Report. The Board also encourages the Management Discussion and Analysis for the quarterly disclosure of financial statements.
- The Company will disclose information about each director, roles and duties of the Board of Directors and its subcommittees. Number of meetings and attendance in the past year and commentary from acting, along with the continuing professional training and development are also present in the Annual Report and the Company's annual registration statement, including disclosure of compensation policy, the nature and details of the remuneration of directors and top executives in the Company and its subsidiaries (if applicable), too.
- The Company will disclose the auditor's fees and other service fees provided by the auditor.
- The Company will provide a report on corporate governance policy, risk management policy, CSR and environment policy, which have been approved in summary, including the results of such policy implementation, as well as the failure to comply with such policy, with reason. The report will be present through various channels such as Annual Reports, the Company's website, etc.
Structure of Board of Directors and Committees
The Board of Directors consists of personnel who are knowledgeable, capable and experienced in working beneficially with the Company. They are key players in policy formulation and corporate overview, and also play an important role in overseeing, monitoring and evaluating the Company's performance according to the plan.
As at 31 December 2017, the Board of Directors consisted of 7 members:
- Executive Directors; Mr. Maetup T. Suwan, Ms. Gulapat Kanokwatanawan and Mr. Mill Kanokwatanawan.
- One non-executive director, namely, Mr. Wiwat Kanokwatanawan
- Independent directors, in accordance with the rules as specified by the SEC; Mr. Pichet Bhimayothin, Mr. Premon Pinsakul and Dr. Thamnoon Ananthothai
Independent Directors are not less than one-third of the total number of directors of the Company, which will result in proper balance of consideration and vote on matters. The Board of Directors has a term of office of not more than 3 years in accordance with the relevant law. An independent director shall hold a term of office for not more than 9 years, unless the Board of Directors deems that the person deserves to be an independent director of the Company. In addition, the Company's directors and management can be director or executive of affiliated companies or other companies. However, it must meet the requirements of the Securities and Exchange Commission, The Capital Market Supervisory Board, Stock Exchange of Thailand, and related agencies, the detail of which shall be submitted to the Board of Directors for acknowledgment.
In addition, the Board of Directors has appointed an Audit Committee to assist in the governance of the Company. The Audit Committee consists of 3 members to assist the Board of Directors in overseeing and monitoring the administration, internal control, and compliance with relevant laws, including the preparation of financial reports, to make the operation and disclosure of the Company transparent and reliable.
The Board of Directors has appointed Mr. Mill Kanokwatanawan as the Company secretary, to perform the functions related to the Board of Directors' meetings and shareholder meetings, and also supports the work of the Board by providing advice on legal and regulatory requirements which related to the duties of the board, including coordination to comply with resolutions of the Board of Directors.
Roles and Responsibilities of the Board of Directors
The Board of Directors is responsible to the shareholders regarding the business operation of the Company, and also has the duty to set policies and directions for the Company's operations, include management to meet goals and guidelines, for long-term benefit to the shareholders under the framework of the law and the Code of Business Conduct, whereas, consideration is given to the interests of all stakeholders, as detailed in the Charter of the Board of Directors:
- Corporate Governance Policy
The Company has established the corporate governance policy of the Company. Written The Company's corporate governance guidelines are intended to guide directors, executives and employees in the implementation of such policies. The Company provides a review. The policy is annually.
- Code of Business Conduct
The Company is committed to conduct its business with transparency, morality, and accountability to its stakeholders. The Company has set a written code of conduct for the Board of Directors, executives and employees to strictly observe the following practices:
- (a) Code of Ethics for Shareholders Responsibility
- (b) Code of Ethics on Customer Relationships
- (c) Code of Ethics on Relations with Business Partners, Competitor, and Creditor
- (d) Code of Ethics for Employee Responsibility
- (e) Code of Ethics for Social and Environmental Responsibility
The Company has announced and notified all employees to strictly adhere to and abide by them.
- Conflict of interest
The Company has a policy to carefully eliminate conflicts of interest, with honesty, reason, and independence, under a good ethical framework. For the benefit of the Company, it is important that the personnel involved or related to the transaction disclose information about their interests to the Company and not participate in the consideration process, or without authority to approve such items.
The Company has a policy to conduct linked transactions and transactions with conflict of interest in accordance with the law, as well as the regulations of the Securities and Exchange Commission, the Capital Market Supervisory Board, and Stock Exchange of Thailand. This information will also be included in the Annual Report and Annual Registration Statement (Form 56-1)
- Internal control
The Company has established a control system for internal control both at the management level and the operation level, by employing an internal auditor, to assess the adequacy of the internal control system and report the results to the Audit Committee in accordance with the audit plan. The Company promotes the disclosed opinion of the Board of Directors or the Audit Committee on the adequacy of the internal control system in the Company's Annual Report.
- Risk Management
The Board of Directors establishes corporate risk management policies that cover the entire organization. It also regulates the risk management system and processes to minimize the impact on the Company's business operation. The management is responsible for compliance with the policy and regularly reports to the Board of Directors., including review of the risk management system or process.
- Report of the Board of Directors
The Audit Committee is responsible for reviewing financial reports, whereas the accounting department and the auditor work collaboratively to submit the financial report to the Board of Directors quarterly. The Board of Directors is responsible for the consolidated financial statements of the Company and its subsidiaries, including the financial information appearing in the Annual Report.
- Corporate Governance Policy
Board Meetings and Self Assessment
The Company arranges meetings of the Board of Directors at least quarterly and special meetings are added as needed. The agenda is clearly defined in advance. The Company has sent a notice of the meeting together with the agenda and supporting documents to all directors at least 7 days in advance of the meeting date, in order for the Board to have sufficient time to study the information before attending the meeting, unless there is an urgent need case. The minutes of the meeting and the collection of certified documents for reference and verification can be documented. At every meeting, the Company arranges for the management and related parties to attend the meeting to provide accurate and timely information and details.
At the Board of Directors' meeting, the Company holds the majority vote. One member has one vote. Directors who have conflict of interest in any agenda will not attend the meeting and will not exercise their right to vote on that agenda. In the case of equal votes, the chairman of the meeting shall have one more vote as the deciding vote.
In addition, the Board encourages the performance evaluation at least once a year to improve and correct the operations. The topic of the meeting will be clearly defined before the evaluation is implemented, in order to gather comments and present to the meeting, including the rules, procedures and evaluation results as an overview in the Annual Report.
Directors' remuneration is quarterly paid, the rate of which is on average compared to the same industry, by taking into account the adequacy of the duties and responsibilities of the Board of Directors. The executives, on the other hand, will receive the annual salary and bonus. The annual remuneration of the Board of Directors and the executives together shall not be abnormally high compared to the average remuneration of directors and management in the same industry, and taking into account the maximum benefit of the shareholders. There is no Nomination and Remuneration Committee in determining the directors' remuneration. The Board of Directors and the Management shall jointly determine the form and criteria for remuneration which will be proposed to the shareholders for approval.
Development of Directors and Executives
In the corporate governance system of the Company, the Board of Directors has a policy to promote and facilitate the training and education of related personnel, such as directors, audit committee, management executives, and company secretary. Continuous training and education can be done either within the Company or use the services of external institutions.
In the event of a change of director or a new director, management team will provide useful documentation and information on how to perform the duties of the new director, including the introduction of the nature of business and the business conduct of the Company for the acknowledgment of new director.
The Board of Directors will arrange the rotation of assigned tasks by the management and employees, based on the suitability of work and time. The managing director will set the time frame and consider the performance as a development and succession plan of the Company in order to develop the efficacy of executives and employees to be more knowledgeable and able to work on their behalf.