We acknowledge and prioritize as efficient, transparent and accountable management system, which will assure all related parties and contribute to the sustainable growth of the business by operating ethically and in accordance with the applicable law. We, therefore, have established a policy of corporate governance in order to enhance the implementation of the operation to be of a clear standard and distributed to employees at all levels to create a true culture of corporate governance. We accept the good corporate governance policies specified by SET which have five principles as follows:
Section 1 Right of Shareholders
We prioritize the rights of shareholders, which are not just limited to the rights specified by law, do not infringe or deprive the rights of shareholders and encourage the shareholders to exercise their rights. The basic shareholders rights include the right to buy, sell, transfer shares, to share in the profit of our Company, obtain relevant and adequate information on our Company in a timely manner and on a regular basis, participate and vote in shareholders meeting to elect or remove members of the Board of Directors, appoint the external auditor, and make decisions on any transactions that affect our Company, such as dividend payment, amendments to our Company’s Articles of Association and Memorandum of Association, capital increases or decreases, or the approval of extraordinary transactions.
Apart from the basic shareholders rights above, we also determine other guidelines to encourage and facilitate the exercise of shareholders rights as follows:
- We will disclose policies to encourage all shareholders, including institutional ones, to attend our Company’s shareholders meeting.
- We will provide shareholders, in advance of meetings, with the date, time, venue, and all agenda items with the rationale or explanation for each agenda item or resolution in the notice of the annual general meeting and extraordinary general meeting or attachments of each agenda item and will not perform anything to limit the rights of shareholders to study the information memorandum of our Company.
- We will facilitate shareholder participation and voting in meetings. Any action that could hinder shareholders from conveniently exercising their right to attend meetings should be prohibited. For example, procedures to attend and vote should not be complicated for shareholders, and the meeting location should be easy to reach.
- The chairman of the meeting shall allocate adequate time for discussion and encourage the shareholders to express their opinions and ask questions related to our Company as well as allow the shareholders to send their questions to our Company prior to the meeting date. Shareholders should be clearly informed in advance of the determined criteria for accepting advance questions and shareholders informed by sending the notice for convening the meeting and also disclosed on our Company’s website.
- We will encourage the use of proxy forms on which shareholders are able to specify their votes. We will allow shareholders to appoint an independent director as their proxy.
- We will encourage all directors and executives to attend the shareholders meeting to answer the questions of shareholders.
- There will be no bundling of several items into the same vote; for example, election of directors.
- We will use secure, fast, precise, and accurate technology in the shareholders meeting, to be used in recording attendee registration, printing ballots and processing voting results.
- We will encourage the appointment of an independent party of scrutineers/inspectors to count and/or validate votes at the annual general meeting or extraordinary general meeting. These scrutineers shall be disclosed at the meeting and recorded in the minutes.
- We will prepare the minutes of shareholders meetings which will include a description of the voting and vote tabulation procedures used, and declare both before the meeting opens, and give an opportunity for shareholders to ask questions or raise issues, questions and answers, resolutions, voting results of each agenda item containing approving, dissenting, and abstaining votes, and list the board members who attended or missed the meetings.
- We will make the result of voting during the annual general meeting or extraordinary general meetings for all resolutions publicly available on our website and the SET website by the next working day.
Section 2 Equitable Treatment of Shareholders
We have a policy that all shareholders, including those with management positions, nonexecutive shareholders or major shareholders and minority shareholders and foreign shareholders, should be treated fairly and equally. We therefore have adopted the following procedure:
- We will send the Thai and English versions of the notice to convene the shareholders’ meeting with detailed agenda and explanatory circulars to the SET and also disclose this information on our Company’s website, at least 14 days before the date of the meeting.
- We will inform shareholders of meeting procedures and voting criteria, including the voting rights attached to each class of shares.
- We will, in advance of the meeting date, specify pre-determined criteria on allowing minority shareholders to propose any agenda items and on screening those proposed by them. In addition, executive shareholders should not insert any agenda items without notifying in advance, especially if it is an issue that will require shareholders to spend a good deal of time studying before making a decision.
- We will establish procedures for the nomination of candidates by minority shareholders. One alternative is to nominate via our nomination and remuneration committee prior to the meeting date. Supporting information, candidates’ qualifications and their consent, should be provided by the minority shareholders nominating the candidates.
- We will allow shareholders to vote on individual nominees.
- We will procure the directors to regularly submit to the Board of Directors a report on their ownership of the Shares, and this information should be disclosed in the firm’s annual report.
- We will specify the written procedures concerning the use and protection of inside information. The Board of Directors should establish these procedures and communicate them to everyone in our Company in order to prevent the sale and purchase the shares of our Company within one month before the disclosure of the financial statement for each quarter and the annual financial statement, and also 24 hours after the disclosure of an important information memorandum.
- We will procure the Board of Directors to reveal their conflicts of interest regarding each agenda item before consideration by the Board of Directors; such conflicts should be noted in the minutes and each member of the Board of Directors should abstain from participating in the board discussion on a particular agenda item in which such director has a conflict of interest.
Section 3 Roles of Stakeholders
We acknowledge the importance of each group of stakeholders (e.g., customers, creditors, business partners, competitors, public sector, society, community). We are conscious that the support and the comments of stakeholders will be useful for the operation and development of our Company. We therefore will comply with the law and related regulations to protect the rights of stakeholders, and we will not do anything to infringe the right of stakeholders. In addition, for the operation of our Company, we appreciate the right of each stakeholder according to the following principles:
- Policies and regulations for employees
Employees are the most valuable asset of our Company and are crucial to achieving our goals. We have therefore set up the following policy of fair treatment regarding opportunities, remuneration, appointments, transfers and capacity enhancement:
- To treat each employee with respect for their honor, dignity and privacy.
- To determine fair remuneration for employees, including the establishment of a provident fund and emphasis upon the employees’ welfare.
- To keep the working environment safe for employees’ lives and property.
- To prioritize the enhancement of knowledge and capacity of employees with continuous improvement programs for the development of the capacity of employees to serve the growth of our Company.
- To strictly comply with the law and each regulation relating to the employees.
- Policies and regulations for shareholders
Shareholders are the owners of our business and we have the duty to add a long-term value to their shareholding. We therefore require that our directors, management and employees perform their duties in the following manner:
- To conduct their duties with honestly and determine any operations with their professional care, caution and fairness to major shareholders and minority shareholders to the highest benefit of the shareholders.
- To regularly and completely report the status of our Company, operating results, financial information, accounting and other reports.
- Not to seek any benefit for themselves or other persons by using information which has not been publicly disclosed, or to take any action which may lead to a conflict ofinterest with our Company.
- Policies and regulations for customers
We acknowledge the importance of customers, we therefore specify our customer policy in the following manner:
- To establish a control system regarding the production procedure and the procurement of goods in a good condition as well as prioritizing the amendment and development of technology for production and always checking the quality of goods.
- To establish a control system to strictly, honestly and regularly comply with agreements with customers.
- To keep customers’ information confidential as with the confidential information of our Company and not misuse such information for our own benefit or for the benefit of related persons.
- Policies and regulations for business partners and/or creditors
We set the policies for our employees to perform their duties fairly with our business partners and/or creditors and not to take advantage of the business partners for the highest benefit of our Company, and to avoid circumstances that may lead to a conflict of interest, and negotiations shall be based on the business relationship.
- Not to ask or receive or pay any illegal benefits in dealing with our business partners and/or creditors.
- To perform any agreed conditions, and in the case that our Company cannot perform any conditions, we shall coordinate to find a solution.
- Policies and regulations for competitors
We treat all competitors without fraudulently breaching confidentiality or trade secrets of competitors with the following policies
- To comply with the framework of good competition.
- Not to fraudulently seek confidential information regarding our competitors.
- Not to intentionally accuse or damage the reputation of our competitors.
- Policies and regulations for society and/or communities
We have policies to conduct business that will benefit the economy and society, and adhere to behave as good citizens and entirely comply with laws and regulations. We are committed to developing, promoting and enhancing the quality of life of the community in the location of our Company together with our growth.
- Policies and regulations for the environment
We have policies to support various activities, to enhance the quality, health and environment including the working environment for the safety of the life and property of our employees.
Section 4 Disclosure of Information and Transparency
Our Board of Directors will ensure that all important information relevant to our Company, both financial and non-financial, is disclosed correctly, accurately, on a timely basis and transparently, according to the Thai SEC and SET rules, as well as any other information that might affect the price of securities of our Company as a result of the decision of investors and stakeholders as follows:
- Our Board of Directors has a policy to disclose financial information and other information relating to our business and operating results correctly, completely, regularly and in a timely manner.
- Our Board of Directors shall provide a summary of the firm’s corporate governance policy, code of ethical conduct or other policies (e.g., our risk management policy), and corporate social responsibility policy as approved by the Board of Directors, together with steps taken to implement such policies and the identification of and reasons for each case of noncompliance through various channels (e.g., our annual reports and our website).
- Our Board of Directors shall present its responsibilities concerning our Company’s financial reports alongside the auditor’s report in our Company's annual report.
- Our Board of Directors shall ensure that audit and non-audit fees are disclosed.
- Our Board of Directors shall ensure that its roles and responsibilities, together with those of its committees, the number of meetings held, the attendance record of each director, and the results of tasks assigned, as well as the ongoing professional education or training of its directors, are disclosed in the annual report.
- Our Board of Directors, in addition to the disclosure of its remuneration according to regulations, should also disclose remuneration policies for directors and executives that correspond to the contribution and responsibilities of each person. The Board of Directors shall also disclose the forms and the amounts of payment to each person. If any director of our Company is also a director of our subsidiaries, the amount paid by each subsidiary to each director should also be disclosed as well the audit fee.
- In addition to disclosing information as specified in regulations through the SET, annual statements (Form 56-1), and annual reports, the Board of Directors shall consider the disclosure of information, both in Thai and English, via other channels, such as our Company website. All disclosed information should be up-to-date.
Section 5 Responsibility of our Board of Directors
- Composition of Board of Directors
- Our Board of Directors shall consist of at least five directors and no less than one-third of the total number of directors shall be independent in compliance with the Thai SEC’s regulations. In this regard, our Board of Directors, shall comprise directors who have knowledge, ability and experience in our business operations, accounting and financing that is related to and supports our Company’s business.
- The roles and responsibilities of the chairman of the Board of Directors are different from those of the Chief Executive Officer, President of Executive Committee and Managing Director, and the Board of Directors have separated the roles and responsibilities of each position in order to achieve a balance of power.
- We have appointed a Company Secretary in order to provide legal advice and advice on other regulations of which the Board of Directors should be aware.
- Minutes of Board of Directors
- We regularly convene the Board of Directors’ meeting at least four times per year and other special meetings (if necessary). The members of the Board of Directors shall attend every meeting except in an emergency case. We will deliver the notice of the meeting with the agenda to all directors at least seven days prior to the meeting to allow Board members time to consider the agenda and meeting documents.
- In the Board of Directors meeting, all directors shall express their opinions openly and freely. The minutes of the meeting shall be recorded in writing and the previous minutes of meetings which have been approved by the Board of Directors shall be kept to be checked by the Board of Directors or related persons. In addition, in respect of agenda items, high-level executives of our Company should attend the Board of Directors meetings to present details on the issues of which they are directly responsible, and to acknowledge the policies to perform efficiently.
- The chairman of the Board of Directors shall propose the agenda to the meeting and each member of the Board of Directors should be free to propose an issue to be included on a meeting agenda.
- The Board of Directors should have access to additional information, under prearranged conditions, via the managing director, company secretary or other executives designated as contact persons. If necessary, the Board of Directors may request opinions of an independent advisor or a professional consultant, at our Company’s expense.
- For resolutions of Board of Directors meetings, each director shall have one vote, except a director having an interest in any matter, and in such case, the director shall not attend the meeting and shall have no right to vote on such matter. In the case of an equality of votes, the chairman of the meeting shall give the casting vote.
- At each Board of Directors meeting, our Company secretary shall attend the meeting, record the minutes of meeting and deliver them to the chairman for certifying. Such certified minutes shall be proposed to the next minutes for certifying. To facilitate reference, our Company secretary shall keep the information and documents relating to the meeting.
- Remuneration of directors and management
- The Directors’ remuneration should be comparable to that of the industry sector in which the company operates, and reflect the experience, obligations, scope of work, accountability and responsibilities and contributions of each director. Members who are assigned to more tasks, such as committees, should be paid more.
- Remuneration of the managing director and high-level executives should be in accordance with the Board of Directors’ policy and within the limit approved by the shareholders. For the best interests of our Company, executives’ salaries, bonuses, and other compensation should correspond to the performance of each given executive. The type and level of compensation should be related to shareholders’ benefit and the sustainability of our Company.
- All non-executive directors or the remuneration committee should appraise the performance of the managing director annually in order to set his/her compensation. The basis of the appraisal should be agreed upon by the managing director ahead of the evaluation. The criteria should be objective, including financial performance, long-term strategic performance, and career development plan. The appraisal results should be presented to the board for approval, and the chairman of the board or a senior director should communicate the evaluation results to the managing director.
- Board and management training
- We will encourage and facilitate training for all internal parties related to corporate governance such as directors, members of the audit committee, executives, company secretary, etc. Training will enable them to continuously improve their performance, and can be either internal or external training.
- New directors should be provided with all the documents and information useful to perform their duties, including an introduction to the nature of the business and the operations of our Company.