The Board of Directors realizes the importance of the Company’s compliance with corporate governance principles by ensuring that committees and executives have visions and are responsible for monitoring the business to achieve the Company’s objectives under transparency, accountability, respect to rights and equality of shareholders and responsibility to all stakeholders. Mc Group believes that these are the key factors to the Company’s competitiveness and long term performance and sustainability.
The Company announced its corporate governance policies that follow the guideline of Code of Best Practices for Directors of Listed Company set by the Stock Exchange of Thailand based on practicality to the Company as well as the Principles of Corporate Governance Code For Listed Companies (2017) as guided by the Securities and Exchange Commission in establishing and developing good corporate governance policies that cover rights of shareholders, equitable treatment of shareholders, roles of stakeholders and information disclosure and transparency, responsibility of the Board of Directors. The policies are divided into eight (8) sections as follow.
- Section 1: Rights of Shareholders
The Company recognizes the importance of the rights of shareholders and shall not act in a manner that violates or diminishes any right of shareholders but only encourage shareholders to exercise their rights. The basic rights include right to purchase, dispose or transfer shares, right to shares of the Company’s profit, right to receiving sufficient information of the Company, right to attend the meetings and cast the vote to remove Company’s directors or to appoint auditors including other important matters that affect the Company such as dividend allocation, writing and amendment to the articles of association increase or decrease of capital or approval of a special resolution.
The Company has taken the following actions to support and facilitate its shareholders to exercise their rights per following
- The Company sends out notice of shareholders’ meeting and other supporting documents at least seven (7) days before the scheduled meeting (or any duration specified by law). The notice details meeting agenda items and pertinent documents including comments of the Board of Directors, the proxy form (per Ministry of Commerce’s designation) and names of independent directors that shareholders can delegate their representation to for the shareholders’ meeting. The notice also includes map and direction to the meeting’s venue and provides list of documents that shareholders are required to present on the meeting day in order to exercise their rights as shareholders in attending and voting at the shareholders’ meeting according to shareholders’ meeting rules of the Company. Furthermore, shareholders may access to information related to meeting agenda online through the Company’s website [www.mcgroupnet.com]
- The Company allows and accommodates minority shareholders to propose topics to be included in the meeting agenda in advance and/or nominate qualified individuals for directorship as well as ask questions in advance for the Annual General Meeting of Shareholders according to the Company’s criteria.
- The Company facilitates shareholders to exercise their rights in participating in the meeting and casting their votes and refrains from any action that limits their chances in attending the meeting for all kinds of shareholders.
- In the event that shareholders are not able to attend the shareholders’ meeting, the Company allows shareholders to grant their rights to independent directors or any other persons whom the shareholders might wish to appoint as a proxy to cast the votes on their behalf.
- For each shareholders’ meeting, the Chairman of the meeting shall inform attendees of the rules to be observed in the meeting including voting process as well as allocate sufficient time for the meeting.
- During shareholders’ meeting, the Chairman ensures equal rights to each shareholder in asking questions, voicing opinions or making recommandations. Directors and related executives will be present in the meeting in order to respond to any query or accept recommendations that shareholders may have and will consider actions to take forward as appropriate. After the meeting, the Company will prepare an accurate and comprehensive shareholders’ meeting report within fourteen (14) days after the meeting day and submit the shareholders’ meeting report to relevant agencies and make the report available to the public by releasing the report in the company’s website so that shareholders and other stakeholders can have access to.
- Section 2: Equitable Treatment of Shareholders
The Company acts impartially to all shareholders including shareholders who are or are not executives, foreign shareholders and minority shareholders, The following principles shall apply
- The Company set out policies and takes actions in the disclosure of information in a correct, complete, timely and transparent manner to the shareholders. Disclosure of important information is conducted regularly through various channels so that all shareholders have an equal access to the information. Shareholders can make enquiries on information and other news to Investor Relations department or the Company’s website, apart from the information disclosure to the Stock Exchange of Thailand.
- The Company has in place relevant policies and practices to prevent its directors or executives from using information that is not disclosed to the public for their personal benefits.
Before the Shareholders’ Meeting
- The Company prepares the notice to shareholders’ meeting in both Thai and English. For the Annual General Meeting of the Shareholders, the Company posts the meeting notice on its website thirty (30) days prior to the meeting date and sends out the meeting notice to the shareholders twenty-one (21) days before the meeting date so that the shareholders received all documents in advance and have sufficient time to review the information before the meeting.
- Notice to the meeting contains adequate and complete information including facts, reasons, comments from the Board of Directors for shareholders’ deliberations. The agenda of the meeting is as follow
- For agenda related to director’s appointment, first name, last name, age, educational background, working experience of each nominated director, number of companies they hold their directorship (categorized by listed companies or non-listed companies), nomination criteria and approach, types of nominated directors, attendance information in previous years, date of appointment to directorship shall all be presented.
- For agenda related to remuneration, provided information shall include policies, amounts, types of remuneration by position and duty of directors, criteria and approach. Shareholders are required to consider and approve remuneration of the Board of Directors and all subcommittees.
- Details on names, audit offices, independence of the auditors, appropriateness of audit fees (these fees were shown separately from other service fees) are given.
- For agenda related to dividend payment, the Company provides information related to dividend payment policies as well as proposed dividend amount compared to previous years.
- No document containing important information shall be distributed to shareholders impromptu and no addition on agenda or change in important information shall be made without notification to shareholders.
- The Company accommodates shareholders who cannot attend the meeting in person by sending all types of proxy forms as designated by the Ministry of Commerce while shareholders can decide how to cast their votes. Details on how to appoint a proxy are attached with the notice of the meeting as well as posted on the Company’s website. Shareholders can also download all proxy forms from the Company’s website. Moreover, list of names and biographies of directors whom shareholders can grant their representations to is also published.
During the Shareholders’ Meeting
- The Company specifies the registration period of two (2) hours before the meeting. Computers and barcode system are adopted in registration and vote counting for accuracy, speed and credibility. Institutional shareholders can send proxy forms to register in advance before the meeting to avoid any delay due to a slow registration process.
- One share one vote rule shall be applied where voting rights depend on number of shares a shareholder holds.
- Before the meeting commences, the Company shall inform the meeting of voting and vote counting approaches.
- The Company uses ballots for shareholders to cast their votes. Ballots are prepared by agenda item to assist shareholders in voting as they find appropriate. For agenda related to director appointment, individual director shall be nominated and voted and all types of ballots are kept for this agenda (for all votes of approve, disapprove, or abstain)
- The announcement of voting results for all agenda items is conducted according to the order in the agenda.
- The meeting is conducted in order of the agenda as informed in the meeting notice with accuracy and transparency according to the laws and Company’s rules. The Company stipulates in its policy that additional agenda item shall not be included without advance notification to the shareholders especially important agenda items that shareholders need time to review before making decisions.
After the Shareholders’ Meeting
- The Company shall submit resolutions of the meeting to the Stock Exchange of Thailand in the same day of the meeting through SET’s news system so that non-attending shareholders can have a prompt access to the information.
- Minutes of the meeting shall be prepared and their copies shall be submitted to the Stock Exchange of Thailand within fourteen (14) days after the meeting date as well as posted in both Thai and English on the Company’s website.
- Section 3: Roles of Stakeholders
The Company recognizes the importance of the rights of all stakeholders and has prepared the Code of Conduct for all directors, executives and employees to acknowledge and strictly comply with.
The Company has policies on treatment of stakeholders for each important group of stakeholders as outlined below.
The Company is determined to conduct its business in the way that delivers performance and efficiency and thus creates stable growth and highest satisfaction of shareholders. The Company stresses on long-term growth of Company’s value with proper and consistent returns. The Company also respects rights of shareholders and ensures fair, transparent and credible information disclosure to all shareholders.
Employees are considered the most valuable resource and the key success factor of the Company. Hence, the Company is committed to creating and developing healthy culture and work environment, fostering teamwork and treating employees with politeness and respect to their individuality. The Company executes its employment, appointment and transfer on a moral ground with the purpose to optimize its use of human resources for the best interests of the Company.
The Company has put in place policies and management of compensation and benefits which are better than required by laws and to emphasize the appropriateness and alignment with the Company’s performance, individual performance of each employee. Furthermore, the Company takes health and safety of life and property in the workplace very seriously and ensures that all business units comply strictly with the labor law. Employee development principles are applied to enhance skills, knowledge and capabilities of employees of all levels.
The Company respects employees’ privacy and will not share their personal information such as salary, medical record and family history to any irrelevant person unless required by law that the information must be disclosed.
The Company has put in place polices that foster value and growth creation alongside its customers under the belief that Company’s success relies on its customers’ trust. The Company shall treat its customers with respect and politeness and with a strong intention to search for most effective ways to meet customers’ needs. The related policies and guidelines are specified in the Code of Conduct. This includes production and delivery of products that passed quality assurance and standards under fair prices, adequate and timely disclosure of accurate information, safe customer data storage and management, confidentiality of customer information (no misuse of customer information for personal benefits and/or the benefits of related others), adequacy of systems/processes that allows customers to file complaints on quality, quantity and safety of its products and services.
Business Partners and/or Creditors or Debtors
The Company is obliged to treat its business partners, creditors and debtors with equality and fairness for the best interest of the Company. The Company shall avoid any conflict of interest and provide factual information and accurate reports. Moreover, the Company stands firm on its commitments to its creditors and honors its obligations of repayment of principals, interests as well as collaterals.
Any business dealing with business partners must not affect good reputation of the Company and must be in compliance with related laws. Mutual interests and fairness must be emphasized in selection of business partners as the Company believes that business partners are a key factor that helps deliver values to the customers
The Company encourages free markets and fair competition and stipulated polices and guidelines toward its competitors under applicable laws related to trade competition. The Company is strongly against wrongfully obtaining or using trade secrets of its competitors either it is illegal or unethical.
As a Thai Company Mc Group appreciates being a part of the country and Thai society and feels responsible for the country and the society. Therefore, the Company aims to give back by supporting local activities in communities in which it operates in.
Throughout years in business, the Company rigorously abides by related laws, rules and regulations and put efforts in raising its standards above the levels required by law. Any business undertaking must not harm quality of life, community, society and environment. The Company helps support the society in form of quality of life improvement, educational support, energy saving and environmental conservation. Apart from that, the Company promotes communication and education related to the environment to all stakeholders as well as passes on its knowledge and experience that the Company has to benefit the society such as its recent Mc Sewing Training for Occupation Development Project.
The Company also acts against infringement of intellectual property rights and copyrights and issued policies regarding the use of its IT systems that requires regular investigations on software usage of employees to prevent any infringement. Furthermore, the Company ensures that examinations and registrations of its trademarks are undertaken correctly to protect its intellectual property rights from any infringement from others.
Additionally, the Company stipulated policies that support manufacturing and delivery of environmentally-responsible products and services and acts according to relevant environmental laws. Besides, the Company encourages preservation of nature and conservation of energy and the use of environmentally-friendly products in its business. Details on its related executions can be found under Sustainable Development section.
Moreover, the Company set out its whistleblower policies so that employees and other stakeholders can inquire details, file complaints and report any misconduct, illegal behavior, inaccuracy of financial reports, internal control problems or unethical behavior of the Company through the Audit Committee. Details of complaints or whistleblowing including and information of the complainants/whistleblowers will be protected and kept confidential under whistleblower protection measures. The Audit Committee will take actions in finding facts and solutions (if any) and reporting to the Board of Directors for recommendations, solutions or other further actions. Channels in reporting misconducts and filing complaints are listed below:
• Directly by filing a written complaint
- The Chairman of the Audit Committee or
- Chief Executive Officer or
- Executive Vice President - Human Capital Management and Organization Development Workgroup or
- Internal Audit Department or
- Corporate Secretary
Mc Group Public Company Limited
No. 448,450 On Nut Road, Prawet, Bangkok 10250
Telephone No. 02-117-9999 Fax 02-117-9998
• By E-mail
- The Chairman of the Audit Committee : email@example.com
- Chief Executive Officer : firstname.lastname@example.org
- Executive Vice President - Human Capital Management and Organization Development Workgroup : email@example.com
- Internal Audit Department : firstname.lastname@example.org
- Corporate Secretary : email@example.com
- Direct supervisor
• By post : Address to
- The Chairman of the Audit Committee or
- Chief Executive Officer or
- Executive Vice President - Human Capital Management and Organization Development Workgroup or
- Internal Audit Department or
- Corporate Secretary
Mc Group Public Company Limited
No. 448,450 On Nut Road, Prawet, Bangkok 10250
Telephone No. 02-117-9999 Fax 02-117-9998
- Section 4: Information Disclosure and Transparency
The Company encourages the disclosure of accurate information in a complete, transparent and timely manner that meets the standards provided by the Stock Exchange of Thailand or the Securities and Exchange Commission. This includes financial reporting and other information disclosure that can influence the Company’s stock price or decisions of investors and other stakeholders. All relevant individuals are treated fairly regarding information dissemination and the Company will release important information through channels provided by the Stock Exchange of Thailand as well as the Company’s website at [www.mcgroupnet.com]
The Board of Directors recognizes that the Company is responsible for preparing consolidated financial statements including other information presented in the annual reports. The Board of Directors shall make sure that quality of financial reporting is in line with the Generally Accepted Accounting Principles and reviewed by credible and independent auditors. Accounting policies must be properly selected and strictly applied. All financial reports must be accurate and complete and the disclosure of important information must be adequate and credible.
Furthermore, the Board of Directors has appointed the Audit Committee to review and audit financial reports for accuracy, completeness, credibility as well as ensure all information disclosures of correctness, clarity, transparency and timeliness as specified by the guidelines for the listed company. In addition, the Audit Committee also perform auditing roles for internal control systems to guarantee effective internal control and compliance with laws and Company’s regulations. Related party transactions or transactions with potential conflict of interest must also be reviewed by the Audit Committee for their appropriateness and reasonableness before presenting to the Board of Directors for consideration and approval.
The Company issues Management Discussion and Analysis (MD&A) supplementing its quarterly financial statements to help investors better understand changes in the company’s financial position and performance in each quarter, rather than just only numbers in the financial statements.
In compliance with the notification of the Capital Market Supervisory Board on rules, conditions and procedures for disclosure regarding financial and non-financial information of securities issuers, the Company is required to disclose information through the annual registration statement (Form 56-1) and disclose detailed information on each director including roles and responsibilities of the Board of Directors and subcommittees as well as the remunerations of directors and high level executive in the annual report (Form 56-2)
Regarding information disclosure and authorized persons for information disclosure, the Company set out the following criteria.
- SET’s requirements on information disclosure stipulated that the Company must set up the investor relations department to be responsible for communications of relevant information to institutional investors, shareholders, securities analysts and general investors. Investor relations department shall report its performance related to investor relations to the Board meeting on a quarterly basis. Nevertheless, any information disclosure related to the Company’s performance to shareholders, investors and securities analysts must be transparent and fair as well as concern proper silence period in compliance with good corporate governance principles and guidelines. The disclosure of information must be transparent and fair and the Company shall avoid any unfair disclosure that can lead to the misuse of inside information or market manipulation. The Company determined the quiet period of fifteen (15) days prior to the announcement of the Company’s performance to the Stock Exchange of Thailand. The quiet period is announced in the Company’s website under IR Calendar.
- Information giving on general topics related to organization management to the mass media must be in accordance with the Company’s information disclosure policies.
- Contact persons are identified for related external agencies per following
- For Thailand Securities Depository Company Limited, the corporate secretary office is appointed as the contact person.
- For the Office of Securities and Exchange Commission and the Stock Exchange of Thailand, the corporate secretary office is appointed
- Section 5: Responsibility of the Board of Directors
1. Structure of the Board of Directors
The Board of Directors comprises individuals with knowledge, expertise and experience in conducting business and is responsible for considerations on matters relating to management of the Company such as policies, vision, strategies, targets, duties, business plans and budgets. The business according to its policies under the scope of laws, objectives, rules, resolutions of shareholders’ meetings, resolutions of the meetings of the Board of Directors with honesty, prudence and ethics in order to maximize the Company’s value and achieve highest stability for the best interest of the shareholders.
The Board of Directors consists of eight (8) directors and four (4) of those are independent directors, equivalent to more than one third (1/3) of the members of the Board of Directors. These independent directors are qualified according to the related notifications of Capital Market Supervisory Board and the Stock Exchange of Thailand to perform their duties efficiently and effectively at their full capacity for the best interest of the Company.
The Board of Directors shall have a specified term of service according to the Company’s rules that stipulated that at each Annual General Meeting of Shareholders, one-third (1/3) of the directors - or the number nearest to one-third (1/3) if the number is not a multiple of three - must retire from office.
In order to ensure thorough and adequate governance according to good corporate governance principles and to support the Board of Directors in performing their duties, the Company established subcommittees to undertake specific matters. The Company also shall appoint the corporate secretary with stipulated roles and responsibilities as required by the Stock Exchange Act BE 2535. The corporate secretary ensures that the Company and the Board of Directors strictly comply with related laws and regulations and acts as as a contact person for internal and external parties. The details of roles and responsibilities of the corporate secretary are included in Management Structure section.
In addition, Company’s policies stipulated that directors shall not hold their directorships in more than five (5) listed companies. In an event that a director also holds the same position in more than five (5) listed companies, the Board of Directors will evaluate the effectiveness of his or her capacity in order to maintain his or her roles for the Company.
The Company appointed the corporate secretary according to the Securities and Exchange Act B.E. 2535 to ensure that the Company and the committees conform to laws and related rules and regulations as well as to be the contact person to connect with other parties inside and outside the Company. The Company also specified the scope of authorities and responsibilities of the corporate secretary similar to those of the committees.
2. Roles and Responsibility of Directors
The roles and responsibilities of the Board of Directors are to monitor business conduct and the Company’s mission as approved by shareholders and according to the laws and resolutions of the shareholders’ meetings and the meetings of Board of Directors as well as objectives and requirements of the Company. Additionally, the Board of Directors must exercise a good judgment in business decision-making and perform their duties with accountability, prudence and honesty for the best interest of the Company.
Corporate Governance Policies
The Company has written policies on its corporate governance in which the Board of Directors reviews and monitors annually. Furthermore, after the Company’s common shares were registered as a listed security in the Stock Exchange of Thailand, the Company shall uphold the rules and regulations set by the Capital Market Supervisory Board, the Securities and Exchange Commission and the Stock Exchange of Thailand and will publish corporate governance report in its annual report and annual registration statement (Form 56-1)
- Remuneration policy must be consistent with roles and responsibilities of directors. Given that director remuneration is directly related to director’s interest, directors shall not approve their own remunerations. The Board of Directors must ensure remuneration determination procedures that are transparent and approved by the shareholders. The Board of Directors shall consider structure and remuneration rate that are suitable for their responsibilities as well as sufficient to incentivize directors to lead the organization to meet its short term and long term goals.
- Remuneration policy must be consistent with performance of the head of the Company (CEO or equivalent). The Board of Directors shall ensure an appropriate remuneration structure as well as a proper performance evaluation. Remuneration structure is considered incentives for the CEO, high-level executives or equivalent to perform their duties according to main objectives and goals of the Company in accordance with the Company’s interest in the long term. In order to evaluate the performance of the CEO and equivalent, at least these topics must be considered (1) approval of evaluation criteria for the CEO while evaluation criteria must incentivize the CEO or equivalent to manage the business in accordance with objectives, main goals, strategies as well as in line with the long term interest of the business. The Company must communicate with CEO or equivalent on the evaluation criteria in advance. (2) Assess the performance of the CEO or equivalent on an annual basis or may assign the Nomination and Remuneration Committee to evaluate and the Chairman or the senior director shall communicate the results of the consideration/evaluation including topics for future development to the CEO or equivalent. (3) Approve annual remuneration of the CEO or equivalent by considering the performance of the CEO or equivalent as well as other factors.
- Policies related to independence of the Board of Directors from the management must clearly divide roles between the Board of Directors and the management. The Board of Directors must fully understand their scopes of roles and responsibilities and clearly determine scopes of duties of the management including monitor and supervise the management to perform their duties as assigned.
The Company shall uphold the highest standard of ethics such as protecting of Company’s confidential information, performing assigned duties with honesty and compliance with laws, respecting rights of others, and protecting the assets of the Company and the environment. The Company must ensure strict compliance with business ethics of its directors, executives and employees while policy and compliance evaluation must be conducted annually.
Conflict of Interest
The Board of Directors has set policies to prevent and mitigate any conflict of interest that require all directors and executives to prepare reports on the interest and submit to the corporate secretary. In any deliberation, decisions regarding business undertaking must be made for the best interest of the Company and conflict of interest shall be avoided. Related parties or persons who have potential conflict of interest with the transaction under considerations must report the Company of the nature of relationship and details on their interest in the transaction and shall not participate in the decision-making nor have authorities in approving that particular transaction.
Any transaction with potential conflict of interest related to trade conditions not conforming to general practices must be presented to the Board of Directors for considerations and approvals. The Audit Committee shall review appropriateness carefully before bringing the matter to be discussed at the Board meeting and/or shareholders’ meeting (on case by case basis). The Company must always act according to applicable rules and regulations set by the Capital Market Supervisory Board, the Securities and Exchange Commission and/or the Stock Exchange of Thailand.
Report of the Board of Directors
The Audit Committee shall review financial reports and present them to the Board of Directors every quarter. The Board of Directors is accountable for the financial statements and financial information of the Company as appeared in its annual reports and must ensure the preparation of the financial reports is in compliance with the the Generally Accepted Accounting Principles (GAAP-Thai) and reviewed by the qualified auditors. The Board of Directors shall also choose appropriate accounting policies and consistently applies them. Adequate disclosure of information in the footnotes to the financial statements must be carried out.
3. Board of Directors’ Meeting
The Company’s rules stipulated that the Board conduct meetings at least once in every three (3) month with additional meetings as necessary and send out meeting notice to the Board members to review seven (7) days prior to the scheduled meeting date except in any urgent matter that prompt actions are required to reserve Company’s rights or protect its interest. Each meeting requires a clear agenda with complete supporting documents that must be submitted to the Board of Directors to in advance in order that the Board has adequate time to review the information prior to the meeting. During the meeting, each director shall be allocated sufficient time for discussion and allowed to freely express their opinions. Related high-level executives shall be invited to attend the meeting to provide pertinent information and to directly address the issues.
The Company shall ensure that the Board of Directors receive adequate information in a timely manner prior to the scheduled meeting. Additionally, the Board of Directors may independently contact the corporate secretary to provide consultation on matters related to compliance with laws and regulations.
4. Development of Directors and Executives
- Performance evaluation of the Board
The Company arranges self-evaluations for its directors at least once (1) a year to assess their performance, efficiency and other issues in performing their duties in accordance with good corporate governance policies. The process is detailed below.
- The Nomination and Remuneration Committee reviews evaluation forms to ensure accuracy, completeness and compliance with the rules stipulated by the regulatory authorities.
- The corporate secretary summarizes the results of the performance evaluations of the Board
- The corporate secretary reports the results of the evaluations to the Board to take actions in improving work efficiency.
The objective of the evaluation of Board’s performance is to emphasize on assessments that can reflect operating efficiency according to good corporate governance principles. The evaluation can be categorized in two (2) formats which are the overall evaluation for the entire Board and the individual evaluation of each Board member (self-evaluation)
Criteria for the overall evaluation of the entire Board and the individual evaluation of each Board member (self-evaluation) can be classified into seven (7) topics i.e. structure of the Board and qualifications of directors, roles and responsibilities of the Board, the Board’s meeting, the Board’s performance, relationship between the Board and the management, self-development of directors and development of executives and responsibilities for stakeholders.
Evaluation of Subcommittees’ Performance
Each subcommittee must perform their duties as assigned by the Board of Directors with the authority to request the management to attend meetings, explain or prepare reports to make suggestions on assigned tasks as seen appropriate. Note that the Company arranges evaluations for subcommittees including Risk Management Committee, Audit Committee, Nomination and Remuneration Committee, Sustainable Development Committee and Executive Committee in compliance with evaluation guidelines for Thai listed companies of Thai Institute of Directors (IOD). The assessment must be conducted once (1) a year in form of individual evaluation (self-evaluation) to assess efficiency of all subcommittees based on the following process
- Subcommittees prepare evaluation forms in compliance with good corporate governance principles and guidelines for subcommittees.
- Secretaries of subcommittees summarize and report the results of the performance evaluation and take actions in improving work efficiency.
- The secretary to the Board of Directors reports the results of the evaluation of subcommittees to the Board of Directors.
The Company summarizes and informs the results of the evaluations of the Board of Director and subcommittees to all directors to be used as a framework in considering and reviewing their duties as well as issues and problems. The results will be also analyzed and recommendations will be applied for further improvements and developments.
- Director’s Training
The Company promotes and facilitates trainings and other informative sessions on good corporate governance for applicable persons such as directors, members of the Audit Committee and executives to equip them with adequate knowledge and understandings regarding corporate governance principles, rules and regulations as well as director’s roles and responsibilities to manage the business to achieve efficiency under business ethics. The Company enrolls its directors in related seminars/ programs organized by Thai Institute of Directors (IOD) and other institutions.
For the benefits of news awareness and learning, whenever there are relevant documents informing about the training programs related to the Board of Directors received, the Company will notify the directors and send them the information in order that the can review and consider joining those programs.
- New Director’s Orientation
Once there is any change in directors, the corporate secretary shall arrange an induction session as well as prepare documents that will be useful to the new directors including provisions of an overview of the business, products and services, stock share and shareholder information, organization structures and related laws and regulations in order to effectively perform duties as a director of a listed company. Initially, the Company shall distribute the following key documents:
- Scope of Authorities of the Board of Directors
- Code of Conduct Manual
- Organization Structure and Lists of Executives
- Shareholding Structure of the Group of Companies
- Share and Shareholder Information, Certificate and Rules and Regulations
- Business Plan
- Overall Risk Management
- Directors & Officers Liability Insurance
Apart from the submission of the above documents, the chief executive officer and managing director and the corporate secretary shall present the following information
- Overview of Business Including Company Profile and Company Strategies
- Applicable Laws Related to Director of a Listed Company
- Structure of the Board of Directors and Scope of Responsibilities of Members
5. Nomination and Appointment of Directors
According to the Company’s rules, at each Annual General Meeting of Shareholders, one-third (1/3) of the directors - or the number nearest to one-third (1/3) if the number is not a multiple of three directors must retire from the office. The directors who have been in the office the longest shall retire first. Retiring directors can be re-appointed.
The Board of Directors assigned the Nomination and Remuneration Committee to select and review qualified candidates nominated to the position of director conforming to regulatory statutes of the Company and agreed by the Board of Directors before proposing to the Shareholders’ Meeting for approval.
Nomination of directors must be in line with the following rules:
- A Director may or may not be a shareholder.
- The Company shall appoint not less than five (5) directors to conduct the Company’s business; not fewer than half (1/2) of all directors shall reside in the Kingdom of Thailand.
The Company also specified the structure of the Board of Directors including corporate governance policies i.e. the Board of Directors shall consist of independent directors at least one third (1/3) of the total number of the directors in the Board of Directors.
- The Board of Directors
The Nomination and Remuneration Committee is responsible for searching and nominating qualified individuals to hold director position by considering qualifications of the directors to be suitable and aligned with the Company’s strategies under the structure and composition of the Board of Directors as mandated. The persons must be fully qualified judging from their skills, professions, knowledge, experience, specialized expertise, gender, dedication and possess complete qualifications for directorship of the Company according to the Exchange Act B.E.2535 (and its amendments), related notifications from the Securities and Exchange Commission and the Capital Market Supervisory Board. In any case, appointment of the directors must be approved by the Board of Directors and/or at the Shareholders’ Meeting (case by case basis).
In addition, the Company also put an importance on skill analysis presentation of the current Board of Directors as well as necessary skills that the Company looks for in directors.
- Independent Directors
The Company provides a definition of independent directors according to that defined by the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand.
Definition of Independent Director
Independent Director must be at least one third of independent directors out of total directors, and at least 3 persons as in the following detail:
- Holding not more than 1 percent of the Company’s shares with voting rights, or that of any subsidiary, affiliated company, major shareholder or controlling person of the Company, which shall be inclusive of the shares held by any related person of such an independent director.
- Neither being nor having been an executive director, an employee, a staff member, an adviser who receives a regular salary, or a controlling person of the Company, subsidiary company, associated company, subsidiary company at the same level, major shareholder or controlling person of the Company unless the foregoing status has ended for more than 2 years except the case that the independent director used to work for or be an advisor to an government agency who is the majority shareholder or the controlling person of the Company.
- Not being a person related by blood or registration under law, such as father, mother, spouse, sibling, or child, including the spouse of a child, of other director, any executive, major shareholder, controlling person or person to be nominated as a director, an executive or a controlling person of the Company or subsidiary company.
- Neither holding nor having held a business relationship with the Company, subsidiary company, associated company, major shareholder or controlling person in a manner which may interfere with his/her independent judgment, and neither being nor having been a substantial shareholder or a controlling person of any person having a business relationship with the Company, subsidiary, affiliated company, major shareholder or controlling person unless the foregoing relationship has ended for more than 2 years.
- Neither being nor having been an auditor of the Company, subsidiary company, associated company, major shareholder or controlling person, and not being a substantial shareholder, controlling person, or partner of an audit firm which employs auditors of the Company, subsidiary company, associated company, major shareholder or controlling person unless the foregoing relationship has ended for more than 2 years.
- Neither being nor having been any professional adviser including legal adviser or financial adviser who receives an annual service fee exceeding Baht 2 million from the Company, subsidiary company, associated company, major shareholder or controlling person, and not being a substantial shareholder, controlling person, or partner of the professional adviser, unless the foregoing relationship has ended for more than 2 years.
- Not being a director who has been appointed as a representative of the Company’s director, major shareholder, or shareholder related to the major shareholder.
- Not undertaking any business the nature of which is the same as that of the Company or subsidiary company and which, in any material respect, compete with business of the Company or subsidiary company or not being a substantial partner in the partnership, a director who is involved in management, an employee, a staff member, an adviser who receives a regular salary, or a shareholder holding more than 1 percent of shares with voting rights of a company undertaking any business the nature of which is the same as that of the Company or subsidiary company and which, in any material respect, compete with business of the Company or subsidiary.
- Not having any characteristics that prohibit the expression of independent opinion towards the Company’s.
- The tenure of an independent director shall not exceed nine years from the date of their first appointment.
- Section 6: Risk Management Policy
The Board of Directors realizes the importance of good organization management that drives the Company to stable growth and business expansion as well as strong financial position that create acceptable returns for shareholders. Therefore, the Company adopted and implemented risk management systems with frameworks and procedures consistent with the Committee of Sponsoring Organizations of the Treadway Commission (COSO)’s standard which is accepted internationally. The purpose is to educate relevant parties to understand and apply risk management principles properly in running the business.
- Require that risk management is the responsibility of all employees and they must be aware of risks in performing their duties for their departments and for the organization as a whole. Adequate and proper attention must be paid in managing different kinds of risk.
- Stipulate that all departments must be responsible for risk assessment, risk indicator identification, risk protection and mitigation plan as well as regular risk management monitoring and evaluation. Risk management reports shall be prepared according to risk management frameworks and procedures.
- Specify that risk management procedures as a part of strategic planning and business conduct of the Company.
- Require employees who witness or know of risks especially risks related to corruption that may incur to the Company report their supervisors or designated persons according to the Company’s whistleblower policy and anti-corruption policy.
- Encourage executives and employees to have good knowledge and understanding on risk management procedures and guidelines in order to create a mindset for employees of all levels that is aware of and responsible for risk management of the organization as a part of organization culture that leads to value creation.
The Risk Management Committee reached a resolution to set up the risk management working team to review and assess risks that may have impacts on the organization both externally and internally covering four (4) types of risks as follow
- Strategic Risk
- Financial Risk
- Operation Risk
- Compliance Risk
Risk management working team shall formulate strategies in managing risks that are in alignment with business directions of the Company and report risk management results to the Executive Committee.
- Section 7: Internal Control and Internal Audit
The Board of Directors has established comprehensive internal control systems covering all business aspects to ensure compliance with laws, rules and regulations as we all as alignment with its goals. Moreover, an audit mechanism for checks and balances was set up to protect capitals of shareholders and assets of the Company. The Board has also set approving authorities and outlined responsibilities of executives and employees clearly in writing. Internal control department was formed to examine and monitor all business units’ operations to comply with rules and regulations. The Audit Committee role is to continuously monitor business dealings to ensure effectiveness of internal control and credible financial reporting systems. Internal control department audits and reviews internal control systems of the Company as well as reports audit results to the Audit Committee.
- Section 8: Compliance and Review
The Board of Directors shall ensure that directors, executives and employees strictly conform to the guidelines from corporate governance policy manual in order to continuously enhance and develop the quality of its corporate governance. This will result in stability and sustainability of the organization, shareholders and all stakeholders. The “corporate governance policy” manual shall be reviewed regularly on a yearly basis.