Corporate Governance
Corporate Governance Policy
To comply with the Code of Best Practices, the Company has determined policies concerning corporate governance to ensure transparency in all level of organization, from operational employees to the Board of Directors. The policies lay a crucial foundation to improve efficiency and effectiveness of business operation that will benefit the Company and shareholders in a long run. Therefore, the Company has completely complied with all 15 Code of Best Practices guideline provided by the Stock Exchange of Thailand.
The Company’s Board of Directors understands the importance of good corporate governance, internal standard and compliance with the policies of the Stock Exchange of Thailand. The Board appoints Audit Committee to audit and control the Company’s affairs to promote good organization culture and business ethics. The Board is confident that good corporate governance practice will help support the Company’s operation and is one of the key objectives that will maximize shareholders wealth.
The values that the Company expects every directors and employees to keep in mind in every mission are:
- 1.1 Operate professionally, faithfully and ethically.
- 1.2 Create harmonious and cooperative workplace.
- 1.3 Follow good work practices to develop the Company, nations and society.
- 1.4 Cooperate and be flexible to respond to every situation.
From 2002, after the Company has been converted into the public company limited status, the Company has sent meeting invitation along with documents at least 7 days prior to the meeting to comply with the legal requirement. Moreover, the Company has a policy to treat all shareholders on equitable basis. The shareholders can freely select director, vote on agendas and raised any comments and questions in the meeting according to the meeting regulation. Every shareholder will have equal right to receive complete and accurate information on timely basis. Every shareholder will be able to check out the information.
Moreover, after the Company is listed in the Stock Exchange of Thailand, the Company plan to increase options for the shareholders by appointing independent directors to receive proxy from the shareholders in case the shareholders cannot attend the meeting.
The Company respects the rights of every stakeholder, whether the internal stakeholders such as employees and management of the Company and subsidiary, or external stakeholders such as customers, trade partners, competitors, creditors, regulators and other related agencies. The Company has complied with relevant laws and regulations to preserve rights of the above stakeholders. The Company has treated employees fairly by offering appropriate compensation; bought products and services from suppliers and acted according to the contract terms; cared and responsible for customers and keep their confidentiality, etc. The Company’s code of ethics also indicates the practices that considered ethical competition that will not seek competitor’s confidential information by unethical and inappropriate means. The Company has a policy to operate business and grow with the community.
The Company sends meeting invitation and documents concerning relevant agendas to the shareholders at least 7 days prior to the shareholders’ meeting. The Company has a policy to give shareholders equal rights to check on business operation, give suggestion or raise questions. The Company records important questions and comments in the shareholders’ meeting minutes. Moreover, after the Company is listed in the Stock Exchange of Thailand, the Company has a policy to appoint independent directors to take proxy from the shareholders in case the shareholders cannot participate in the meeting. The Chairman of the Audit Committee and the Chairman of the Board should participate in every Board meeting and Audit Committee meeting according to the good corporate governance practice.
The Board of Directors comprises of knowledgeable, skilled and experienced personnel in the business that determine policy, vision, strategies, objective, mission, business plan and the Company’s budgets. The Board also ensures that the management performs in accordance with the stated policy efficiently and effectively within the scope of laws, the Company’s regulation and the shareholders’ resolution. The Board will perform duties responsibly and prudently according to the Code of Best Practices to maximize economic value and shareholders’ value. Moreover, the Company gave importance to the internal audit system, internal audit process, appropriate risk management measures and traceable system to make sure the operation is in compliance with the law, and the Company has good audit system to maximize benefit for the Company. Moreover, the Board of Directors clearly determines the roles and responsibilities of the Board of Directors, Audit Committee, Executive Committee and Chief Executive Officers.
The Board of Directors and management has prudently and ethically eliminate conflict of interest problem under the scope of good ethical guideline for the best interest of the Company. The guidelines are practiced to create transparency and prevent abusing authority for personal gain. The Company has regulations to prevent directors, management and operational employees to use undisclosed insider’s information of the Company and subsidiary for personal benefit. Moreover, if there is related transaction or transaction concerning asset acquisition or disposal of the Company or subsidiary, the Company will carry out the transaction according to the criteria and procedures stated by the Stock Exchange of Thailand.
The Company is committed to act ethically. Every director, management and employee has obligation to perform duties with accountability within the scope of laws and personal responsibilities. Everyone must prudently act on any transaction and withhold from any action that may damage the Company and society, despite the action may perceived to benefit the Company. The Company provided director and employee code of conduct and code of business ethics for the employee to follow. Both codes were approved by the Board of Directors on 20 November 2007.
The Board of Directors consists of 7 directors, which are
- 8.1 3 executive directors
- 8.2 1 non-executive director
- 8.3 3 independent directors and audit committees, or 42.86% of the Board of Directors.
The member of board of director was nominated by consider qualifications, experience and expertise which is approved by Nomination and Compensation Committee. The company’s director has Accounting and Finance expertise is Mr. Pisit Dachanapirom and the composition of the board has 2 women which is account for 28.5% of the board number.
The Chairman of the Board is not the same person as the Chief Executive Officer to enable balance of power and management audit process. Moreover, more than half of the Board comprises of non-executive director and independent directors to efficiently determine business policy. Moreover, the Company clearly determines scope of responsibilities, duties and responsibilities of the Chief Executive Officer to prevent complete control over the Company.
The Company set up a committee to consider benefits and remuneration for the management staffs ranked Chief Executive Officer or higher. The remuneration committee will consider fair remuneration to benchmark with the Company in the same industry with similar size. The remuneration will also consider the Company’s performance. The remuneration must be in appropriate level to retain staffs depending on their responsibilities. The Company also discloses remuneration paid to directors and managements as determined by the Office of Securities Exchange Commission and the Stock Exchange of Thailand.
Company’s article of association stated the requirement to distribute the invitation to the Shareholders' Meeting with supporting documents to Board of Directors at least 7 days prior to the meeting for consideration and in order to comply with the minimum period required by the relevant law. In 2019-2020, having a written record of the meeting and kept the minutes of the meeting were approved by the Board of Directors and it can be audited by directors and related parties. Details of attendance of each director are as follows:
Board of Directors
Board of Directors' Meeting shall be held at least four times a year and will be recorded in written and having a data storage systems that can be monitored. During 2019 and 2020, the company held the board of directors' Meeting at 5 times and 10 times, respectively. Details of attendance of each member of the board of directors are as follows:
| No. | Name | Position | 2019 | 2020 |
|---|---|---|---|---|
| 1 | Mr. Pisnu Pong-acha | Chairman of the Board | 4/5 | 10/10 |
| 2 | Mr. Adisak Sukumvitaya | Director | 5/5 | 10/10 |
| 3 | Miss Yuvadee Pong-acha | Director | 5/5 | 10/10 |
| 4 | Mrs. Manee Soonthornvatin | Director | 5/5 | 10/10 |
| 5 | Mr. Phisit Dachanabhirom | Director | 5/5 | 10/10 |
| 6 | Mr. Suwit Kingkaew | Director | 4/5 | 9/10 |
| 7 | Mr. Somsak Nontakanok | Director | 5/5 | 10/10 |
Audit Committee
Audit Committees’ Meeting shall be held at least four 4 times a year and will be recorded in written and having a data storage systems that can be monitored. During 2019 and 2020, the company held the audit committees’ meeting at 4 times and 4 times each year. Details of attendance of each member of the audit committee are as follows:
| No. | Name | Position | 2019 | 2020 |
|---|---|---|---|---|
| 1 | Mr. Phisit Dachanabhirom | Chairman of Auditor Committee | 4/4 | 4/4 |
| 2 | Mr. Suwit Kingkaew | Audit Committee | 3/4 | 4/4 |
| 3 | Mr. Somsak Nonttakanok | Audit Committee | 4/4 | 4/4 |
Executive Committee
Executive Committees' Meeting shall be held at least four (4) times a year and will be recorded in written and having a data storage systems that can be monitored. During 2019 and 2020, the company held the board of directors' Meeting at 12 times and 12 times, respectively. Details of attendance of each member of the executive committee are as follows:
| No. | Name | Position | 2019 | 2020 |
|---|---|---|---|---|
| 1 | Mr. Adisak Sukumvitaya | Chairman of the Executive Committee | 12/12 | 12/12 |
| 2 | Miss Yuvadee Pong-acha | Executive Committee | 12/12 | 12/12 |
| 3 | Mr. Piya Pong-acha | Executive Committee | 12/12 | 12/12 |
| 4 | Miss Ladda Waruntarakul | Executive Committee | 12/12 | 12/12 |
| 5 | Mrs. Natcha Nititsopon | Executive Committee | 12/12 | 12/12 |
Directors and Executive’ remuneration Committee
Directors and Executive ‘remuneration Committees' Meeting shall be held at least four (4) times a year and will be recorded in written and having a data storage systems that can be monitored. During 2019 and 2020, the company held the board of directors' Meeting at 5 times and 4 times, respectively. Details of attendance of each member of the executive committee are as follows:
| No. | Name | Position | 2019 | 2020 |
|---|---|---|---|---|
| 1 | Mr. Suwit Kingkaew | Chairman of Selection and remuneration committee | 4/5 | 4/4 |
| 2 | Mr. Phisit Dachanabhirom | Selection and remuneration committee | 5/5 | 4/4 |
| 3 | Miss Yuvadee Pong-acha | Selection and remuneration committee | 5/5 | 4/4 |
The Company appointed Audit Committee to oversee corporate governance activities. The Audit Committee comprises of 3 independent directors with one of them is knowledgeable in account or finance. The Audit Committee has scope of responsibilities and authorities as specified in the Responsibilities and Authorities of Audit Committee. Moreover, the Company also appoints other sub-committee to oversee various businesses.
The Company determined duties, responsibilities and authorities of every operator and management in written. The Company ensures that the resources are used to benefit the Company; there is segregation of authorities of the operator, controller and evaluator to ensure appropriate check and balance. The Company has internal audit department to audit, plan, follow-up and coordinate to ensure that the Company’ s core operations are consistent with the determined guideline and are carried out efficiently. The internal audit department is independent and can perform audit responsibilities independently. The internal audit department reports directly to the Audit Committee.
In 2020, the Company has hired outsource internal auditor is P&L Internal Audit Company Limited under the supervision of the Audit Committee. In every internal audit activities, the auditor must report findings and suggestions directly to the Audit Committee by having internal audit system plan in the company and also subsidiary company in every quarter.
The Board of Directors is responsible for the Company’s consolidated financial statements of the Company and subsidiaries and any information appears in the annual report. The Board must provide adequate internal audit measures to ensure accurate, complete and adequate financial information to maintain the Company’s assets, to understand the weakness and to prevent any fraud or any significant abnormal activities. The Board meeting no. 1/2002, dated 29 March 2002, the Board appointed the Audit Committee to responsible for quality of financial reports and internal audit system.
After the Company is listed in the Stock Exchange of Thailand, the Company shall establish investors relation to ensure accurate, complete, transparent and equal information disclosure on the financial information and other information that may affect the Company’ s share price. The investors’ relation unit will disseminate the Company’s information to investors and public via various channels.
In the year of 2020, the Company appointed Mr. Panya Chutisiriwong as an investor relation of the company. Last year the company attends the Opportunity Day for 2 times and joins the Road show with brokerage to meeting with investor for 1 times.
| Investor Activities | 2019 | 2020 |
|---|---|---|
| SET Opportunity Day | 2 | 2 |
| SET Digital Roadshow | 2 | 1 |
Regulations concerning the usage of insider’s information
- The Company’s directors, managements, employees and staffs must preserve the Company’s secret and/or insider’s information.
- The Company’s directors, managements, employees and staffs must not disclose the Company’s secret and/or insider’s information or make personal or other people’s gain, whether directly or indirectly, and whether being compensated or not.
- The Company’s directors, managements, employees and staffs must not trade, transfer or transferred the Company’s securities base on the Company’s secret and/or insider’s information, and/or engage with any activities that use the Company’s secret and/or insider’s information that could potentially cause damage to the Company, whether directly or indirectly. The requirement shall cover spouse and immature children of the Company’s directors, managements, employees and staffs. Violation shall be deemed a serious offense to the Company.