Corporate Governance Policy
The Company has recognized the importance of good corporate governance as being essential to promote operations of the Company and its subsidiaries to achieve efficiency and sustainable growth, which will lead to the best interest for all stakeholders, including employees, investors, shareholders and others. Thus, the Board of Directors has deemed it necessary to develop a policy for better corporate governance, which covers different key principles – the Board of Directors’ structure, roles, duties and responsibility coupled with transparent, clear and auditable management carried out by executives to guide organizational management to create the confidence that any operations of the Company and its subsidiaries will be fair and take into account the best interest for its shareholders and all stakeholders.
To allow it to be creditable to its shareholders and all stakeholders and to create sustainable value to its business in line with the expectations of the business sector, investors, the capital market, and society as a whole, the Company formulated a good corporate governance policy by adhering to the 2017 Corporate Governance Code (CG Code), developed by the Securities and Exchange Commission to serve as the guidelines for corporate governance of the Company. The corporate governance policy consists of eight principles, which are outlined as follows:
1) The Board of Directors will establish its understanding about its role and recognizes its responsibility as leadership that is obligated to oversee the corporate to ensure that it has good management, which includes defining objectives and goals, formulating strategies and operating policies, allocating key resources to achieve the objectives and goals, as well as monitoring, evaluating, and taking care of the reports on, performance.
2) The Board of Directors will oversee the Company to lead it to achieve governance outcomes, which will create sustainable corporate value. It must make sure that the Company is competitive and has good performance while taking into account long-term impacts, ethical business conduct, respect for rights and responsibility for shareholders and stakeholders, social benefits, mitigation of negative impacts on the environment, and adaptability to change factors. The Board of Directors will serve as an exemplar; provide policies for directors, executives, and employees and will communicate with them to establish their understanding; provide sufficient mechanisms conducive to the compliance with the policies; monitor performance results; and review policies and practices on a regular basis.
3) The Board of Directors will ensure that all directors and executives perform with duty of care and duty of loyalty; ensure that operations comply with laws, regulations resolutions passed by the Shareholders’ Meetings, policies or guidelines set forth; and provide a process for approving key operations, e.g. investments, transactions that have a material impact on the Company, transactions with connected persons, asset acquisition/disposition, and dividend payment.
1) The Board of Directors will ensure that the Company’s key objectives and goals allow for sustainability, which are consistent with creation of value for the Company, customers, stakeholders, and society as a whole.
2) The Board of Directors will ensure that the Company’s medium-term and/or annual objectives and goals are consistent with the Company’s key objectives and goals via appropriate and safe use of technology.
1) The Board of Directors is responsible for formulating and reviewing the structure of the Board of Directors in terms of size, composition, and proportion of independent directors that are appropriate and necessary for leading the organization to achieve its key objectives and goals set forth.
2) The Board of Directors will select an appropriate person to serve as the Chairman and ensure that the composition and performance of the Board of Directors is conducive to exercising discretion independently in decision-making.
3) The Board of Directors is responsible for ensuring that the nomination and selection of candidates to serve as directors involve a transparent and clear process to acquire directors whose qualifications meet the specified elements. The Board of Directors will convene meetings to consider criteria and methods for nomination of persons to acquire qualified directors who will equip the Board of Directors with proper knowledge and expertise. The Board of Directors will consider the profile of the persons and will review the nomination criteria and methods before nominating candidates to replace the directors who will be retired by rotation.
4) To present the proposed remuneration for the Board of Directors to the shareholders for approval, the Board of Directors will consider providing a remuneration structure and rate which are in line with their responsibility and which incentivize directors to lead the corporate to operate based on short- and long- term goals.
5) The Board of Directors is responsible for ensuring all directors are responsible for performing their duties and allocate sufficient time for their work.
6) The Board of Directors is responsible for ensuring that there are frameworks and mechanisms for overseeing the policies and operations of its subsidiaries and other businesses which the Company has made significant investments properly in line with the nature of respective businesses. It is also responsible for ensuring that its subsidiaries and other businesses that the Company has invested in have an aligned proper understanding.
7) The Board of Directors will provide performance evaluation of the entire Board of Directors and individual directors to review their performance, problems, and obstacles on an annual basis, which aims to apply the evaluation results to develop and improve performance in different areas.
8) The Board of Directors will ensure that the Board of Directors and individual directors are equipped with knowledge and understanding about their roles and duties, the nature of business operations, and laws relevant to business operations. The Board of Directors will encourage all directors to undergo the enhancement of their skills and knowledge required for their performance as directors on a regular basis.
9) The Board of Directors will ensure that its performance goes smooth and it can access necessary data/information while having the Company Secretary equipped with proper knowledge and experience required for supporting the work of the Board of Directors.
1) The Board of Directors will ensure that the nomination of senior executives is in place and that the Chief Executive Officer and senior executives are developed to equip them with knowledge, skills, experience, and qualifications required for driving the corporate to achieve its goals.
2) The Board of Directors will ensure that an appropriate remuneration structure and evaluation are provided by defining the remuneration structure that incentivizes executives and employees at all levels to perform in line with the key corporate objectives and goals and with the Company’s long-term interest.
3) The Board of Directors will establish its understanding about the structure and relationship of shareholders which may influence the Company’s administration and performance.
4) The Board of Directors will monitor personnel administration and development to ensure that the personnel have proper knowledge, skills, experience, and motivation by ensuring human resource management that is in line with the corporate directions and strategies to allow employees at all levels to have proper knowledge, abilities and motivation.
1) The Board of Directors focuses on and supports operations that create business value along with benefits to customers or related persons and social and environmental responsibility.
2) The Board of Directors will monitor the management to ensure that they operate business with social and environmental responsibility and that this is reflected in the operational plans, which aims to create the confidence that all parties in the organization perform in line with the Company’s key objectives, goals and strategies.
3) The Board of Directors will monitor the management to ensure that they are able to allocate and manage resources in an efficient and effective manner to allow the key objectives and goals to be achieved in a sustainable way. There are at least four categories of resources that the Company should take into account: financial capital, intellectual capital, human capital, social and relationship capital, as well as natural capita.
4) The Board of Directors will provide a regulatory framework and corporate IT management framework which are in line with the Company’s needs and will ensure the use of information technology to increase business opportunities, improve operations, and manage risks to enable the Company to achieve its key objectives and goals.
1) The Board of Directors will ensure that the Company has risk management and internal control systems which will allow corporate objectives to be achieved effectively and allow for compliance with relevant laws and standards.
2) The Board of Directors will establish the Audit Committee who can perform efficiently and independently based on the criteria set by the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand.
3) The Board of Directors will monitor and manage conflicts of interest which may arise between the Company and the management, the Board of Directors or shareholders and will prevent the misuse of corporate assets, data/information, and opportunities and transactions with persons who have an improper relation and connection with the Company.
4) The Board of Directors will ensure the formulation of clear anti-corruption policies and guidelines and communicate them to personnel all levels and the third party to allow for practical implementation and will support activities that promote, and instill the mindset of, compliance with relevant laws, regulations, and requirements in all employees.
5) The Board of Directors will ensure that the Company has a complaint mechanism and takes actions in case of whistleblowing.
1) The Board of Directors is responsible for ensuring that the systems for preparing financial reports and disclosing important data/information are correct, adequate, timely, and in line with relevant rules, standards, and guidelines.
2) The Board of Directors will ensure the adequacy of financial liquidity and leverage ratio or financial ratio.
3) In the circumstances where the Company encounters financial problems or is tending to experience the problems, the Board of Directors will have to ensure that the Company has corrective plans or other mechanisms that can address the problems while taking into account stakeholders’ rights.
4) The Board of Directors will consider preparing the suitability reports as appropriate. It will consider disclosing data/information on the compliance with laws, the code of conduct, the anti-corruption policy, fair treatment for employees and stakeholders, respect for human rights, as well as social and environmental responsibility while taking into account the nationally or internationally recognized reporting frameworks.
5) The Board of Directors will ensure that the management provides a unit or person responsible for investor relations who communicates with shareholders and other stakeholders, e.g. investors and analysts in an appropriate, equitable and timely manner.
6) The Board of Directors will promote the use of information technology for data/information dissemination.
1) The Board of Directors will make sure that shareholders partake in making decisions on key matters of the Company.
2) The Board of Directors will ensure that the Shareholders’ Meeting will be smooth, transparent, and efficient and is conducive to right exercising among shareholders.
3) The Board of Directors will ensure the disclosure of meeting resolutions and preparation of a correct and complete Shareholders’ Meeting Report.