CG Principles

Corporate Governance Policy

The Company realizes the importance of good corporate governance as a significant contribution to the Company’s operations for best effectiveness and sustainable growth which will lead to maximum benefits to all related parties, including the employees, the investors, the shareholders and other stakeholders thus the Board of Directors has approved the establishment of a corporate governance policy to cover all important contents, from the structure, the roles and responsibilities of the Board of Directors to the executive management concepts for transparency, clarity and auditability to pave the way for good corporate management to ensure that the Company’s operations will be carried out on a basis of fairness while regarding the maximum benefits to the shareholders and all stakeholders.

Furthermore, the Board of Directors and the Executive Committee are committed to conducting all business with integrity while setting up a vision, policies and regulations which the directors, the executives and the employees adhere to in order to carry out their operations to help push forward a good corporate governance culture in a consistent manner and to build a foundation for sustainable growth while generating values for all stakeholders to meet the objectives of the Board of Directors and setting up an organization structure for transparency, auditability and clarity in accordance with the principles of good corporate governance under the regulations of the Stock Exchange of Thailand.

Corporate Governance: Principles, Policies and Practices

The Board of Directors gives importance to good corporate governance practices by realizing the roles and responsibilities of the directors and the executives in promoting good corporate governance in order to improve the competitiveness of the business and to build trust among the shareholders, the investors and all related parties by conducting business operations with effectiveness and transparency thus the Board of Directors has set up a corporate governance policy under the principles of good corporate governance in the following 5 categories:

1) Rights of the Shareholders
On top of the basic shareholders’ rights such as the right to buy, sell or transfer securities of their own, the right to receive profit shares from the Company, the right to attend the shareholders’ meetings, the Company also gives importance to the shareholders’ rights to obtain information of the Company accurately, in its entirety, sufficiently, punctually and equally to assist in the decision-making process for all issues thus the Board of Directors has established a policy with details as follows:
  • The Company shall send the Invitation Letter to the Shareholders’ Meeting along with sufficient information concerning the meeting agendas for the shareholders’ consideration by sending the Invitation Letter in advance of the shareholders’ meeting day within the time period in accordance with related laws, notifications or regulations to provide time for the shareholders to study the information in its entirety.
  • For those shareholders who may not attend the Meeting in person, the Company allows the shareholders to give a proxy to independent directors or any persons to attend the meeting for them by using a letter of power of attorney sent by the Company attached to the Invitation Letter to the Shareholders’ Meeting.
  • The Company shall facilitate the meeting attendance of all shareholders equally in respect of both venue and time in an appropriate manner. 
  • The shareholders’ meeting shall be conducted in accordance with the laws and regulations of the Company by using sequential pairwise voting with a fixed agenda - respecting the agenda without changes on important information or adding unnecessary agendas while providing equal opportunities for all shareholders to question, comment or make recommendations.
  • The Company shall expand its news and information channels for the shareholders through the Company’s website. In the case of the Invitation Letter to the Shareholders’ Meeting, a release of the information shall be made prior to the scheduled date of the meeting for the shareholders to conveniently download the agendas and the information in its entirety.
  • All directors and executives shall be encouraged to attend the meeting to altogether answer the questions raised by the shareholders.
  • The minutes of the meetings shall be written in their entirety for accuracy, speed and transparency, recording the important questions and comments for the shareholders to verify, within 14 days, counting from the date of the Annual General Meeting of Shareholders. The Company shall send such minutes to the Stock Exchange of Thailand or related agencies within the specified time period while disseminating the minutes on the Company’s website for the shareholders’ consideration.
2) Equitable Treatment of Shareholders

The Company has set up a policy to ensure equitable treatment of all shareholders thus the Board of Directors has established the policy as follows:

  • The Company shall send the Invitation Letter to the Shareholders’ Meeting along with the information regarding the meeting to the shareholders prior to the scheduled meeting in accordance with the related laws, notifications or regulations in order to provide time for the shareholders to study the information in its entirety before the day of the meeting while giving an opportunity for the shareholders to send questions, prior to the meeting day, to the company secretary to be collected as important questions to be raised in the meeting.
  • Convenience shall be provided to those shareholders who may not attend the meeting in person. Such shareholders may give a proxy to any person or assign at least 1 independent director as a proxy to attend the meeting and to vote for them by providing the name of such independent director in the Invitation Letter to the Shareholders’ Meeting.
  • All shareholders, including majority shareholders, minority shareholders, Thai shareholders, foreign shareholders, shall be treated fairly and equally.
3) Roles of the Stakeholders

The Company realizes and is aware of the rights of all stakeholders, including internal stakeholders, i.e., shareholders and employees, and external stakeholders, i.e., clients, partners, creditors, competitors, society and surrounding community. In order to build a mutual understanding and cooperation between the Company and the stakeholders which will be beneficial to the business operations while building trust and increasing competitive advantage of the Company in the long term, the Company has established a policy and regulations as follows:

  • Shareholders

    The Company is committed to conduct its business operations with transparency and focuses on corporate development for sustainable growth to generate benefits for the shareholders and to increase the value of the Company.

  • Employees

    The Company has established a policy to treat all employees fairly and equally and to provide appropriate compensation and welfare based on each employee’s knowledge and performance. The Company also gives importance to knowledge development and performance enhancement for better skills and higher efficiency and has set up a provident fund for the employees.

  • Partners and/or Creditors

    The Company has established a policy to treat partners and/or creditors fairly and equally with integrity and non-exploitation while conducting the business operations according to contract, providing truthful information, and carrying out the tasks based on the foundation of business relationships.

  • Clients

    The Company pays attention to clients and takes full responsibilities. For instance, our services are effective, fast, punctual and confidential due to our work units and customer relationship management officers.

  • Competitors

    The Company has established a policy to operate within a fair competition framework, neither to seek competitors’ secrets through dishonest or improper approaches nor to attempt to damage competitors' reputation through false statements or groundless accusation.

  • Community and Society

    The Company is committed to behave as a good citizen by adhering to related laws and regulations in their entirety to help enhance the quality of life in the society and the community which the Company and its affiliated companies belong to for a better overall quality and the Company’s sustainable growth.

  • Environment

    The Company strictly conducts its business operations in accordance with the laws and regulations related to the environment in a consistent manner, The Company has also established a policy to support various activities which promote health, industrial hygiene and the environment while maintaining a safe zone of the working conditions for the lives and the properties of the employees.

4) Information Disclosure and Transparency

The Board of Directors is committed to the supervision of all operations in compliance with the laws, rules and regulations related to information disclosure by giving importance to accurate, complete and transparent disclosures of the Company’s information, financial information and general information which is non-financial to be equally informed to all related parties. After the Company has been listed in the Stock Exchange of Thailand, the Company shall disseminate the Company’s information to the shareholders and the public through the information channels of the Stock Exchange of Thailand and the Company’s website.

Furthermore, the Board of Directors gives importance to the financial reports to reveal the Company’s financial position and the actual operating performance based on the accounting data which is accurate, complete and sufficient in accordance with the generally accepted accounting standards. The Company shall also disclose each director’s information, the roles and responsibilities of the Board of Directors and the subcommittees, including the remuneration of directors and executives in the Annual Report (Form 56-2) and the Annual Registration Statements (Form 56-1).

For investor relations, the Company shall provide investor relations officers to contact and provide information to the shareholders, the investors, the securities analysts or related agencies including any person, provided that such information shall be accurate, complete and truthful.

5) Directors’ Responsibilities

The Board of the Directors is responsible for the shareholders in regard to the Company’s business operations, corporate governance and principles which will generate maximum benefits to the shareholders by considering the benefits of all stakeholders.

The Board of Directors has a duty to conduct the business operations in compliance with the laws, objectives and rules of the Company as well as the resolutions of the Shareholders’ Meeting with integrity while maintaining the short-term and long-term benefits of the shareholders and the stakeholders. To make certain that the business operations of the Company are conducted in the direction that generates maximum benefits to the shareholders and the stakeholders, the Board of Directors shall provide the Company’s vision, mission, objectives, policies, operation directions, strategies, plans and annual budget and share their opinions and make comments to create a mutual understanding of the overall business before making approvals and monitoring on administration to achieve the goals as planned by adhering to the principles of the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission.

  • 5.1 Components of the Board of Directors

    The Board of Directors is comprised of directors who are competent and experienced in the business. The directors have a duty to set up the Company’s policy, vision, strategies, goals, tasks, business plans and budget while supervising the executives to manage operations in accordance with the Company’s policy for efficiency and effectiveness under the laws, objectives, rules of the Company, the resolutions of the shareholders’ meeting and the resolutions of the executives’ meeting with responsibility, integrity, caution, good corporate governance to add maximum economic value to the business and to ensure maximum security for the shareholders.

    The Board of Directors is comprised of 9 members – 4 of them also hold an executive-level position, 2 are non-executive and 3 are independent directors. The independent directors are fully qualified in accordance with the Notification of Capital Market Supervisory Board while 3 of them also hold the position of Audit Committee Member. However, no less than half of all directors shall reside in Thailand.

    Each director shall perform his/her duties and exercise discretion independently to make decisions by raising questions, expressing comments or disagreeing in the case of conflicts which may affect the benefits of the shareholders or the stakeholders.

    Moreover, the Board of Directors has established a policy to separate the positions of Chairman of the Board and Chief Executive Officer to be held by different individuals in order to clarify the different responsibilities between corporate governance and operations management. However, the Company has clearly separated the roles and responsibilities of the Board of Directors and the Executive Committee while checks and balances on operations have been carried out - the Board of Directors are assigned to focus on establishing the policy and supervising the executives at the policy level while the executives shall manage the Company’s operations in accordance with the established policy.

  • 5.2 Term of Office of the Directors

    In every Annual General Meeting of the Shareholders, one third of the directors shall vacate office. If the number cannot be evenly divided by three, use the number closest to one third. Directors who must vacate office in the first year and the second year after the registration of the company shall draw lots. In the subsequent years, directors who have remained in office for the longest time shall vacate office. Those directors vacating office may be re-elected by the shareholders’ meeting.

    Beside the retirement by rotation, directors may vacate office upon:

    • death
    • resignation
    • dispossession of qualifications or possession of disqualifications
    • the meeting of the shareholders resolving to remove by a vote of not less than three fourths of the shareholders in the meeting who have the right to vote, altogether holding not less half of the amount of shares held by shareholders who attend the meeting and have the right to vote
    • the court issuing an order to remove
  • 5.3 Director Recruitment

    The Company gives importance to the recruitment of directors who are competent and experienced with a good work record, leadership skills, vision, good morals, ethics, and positive attitudes towards the organization, sufficiently committed in order to generate benefits to the business operations of the Company. Furthermore, any qualified candidate must be appropriate for and compatible with the organization components and structure in compliance with the business strategies of the Company to reflect transparency in order to build trust among the shareholders.

  • 5.4 Directors’ Remuneration

    The Board of Directors has a duty to determine the directors’ remuneration to be proposed to the Shareholders’ Meeting by considering the following criteria:

    • the company’s business performance and business size – by comparing with the directors’ remunerations of the companies listed on the Stock Exchange of Thailand of similar category and size
    • experience, roles, duties and responsibilities of each director
    • benefits expected by the company from each director
    • The established remuneration shall be attractive to those qualified directors, who match the needs and the conditions of the company, to take on the position of director or executive.
  • 5.5 Roles of the Board of Directors

    Through developing good corporate governance, the directors shall, beside conducting business operations in compliance with the laws, the objectives and the rules of the company, and the resolutions of the shareholders’ meeting, have the authority and function and assume the responsibility of the Board of Directors in accordance with the regulations regarding the roles and Authority of the Board of Directors (Section 2.3 Item 11.2.1 The Board of Directors).

  • 5.6 Roles and Responsibilities of the Subcommittees

    Currently the Board of Directors has appointed 3 subcommittees - the Audit Committee, the Executive Committee, and the Risk Management Committee - whose roles and responsibilities have been clearly defined as follows (Section 2.3 Item 11.2.2):

    Currently the Company has no remuneration committee and nomination committee, unlikely to be in compliance with the good corporate governance principles of the Stock Exchange of Thailand, due to the fact that the Company has decided to allocate the tasks to the Board of Directors, the Executive Committee and the Chief Executive Officer to nominate and determine the remuneration for important executives. Nevertheless, the remuneration of the Chief Executive Officer shall be determined by the Board of Directors.

  • 5.7 Roles of the Company Secretary

    The Company Secretary shall be appointed by the Board of Directors to take on the following responsibilities:

    1. The Company Secretary shall provide initial advice to the directors on the conduct of business in accordance with the laws, the requirements, the regulations and the rules of the company and shall monitor their operations for accuracy and consistency.
    2. The Company Secretary shall supervise on the assigned information disclosure and dissemination in accordance with the principles of the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission.
    3. The Company Secretary shall provide and file the following documents:
      • Register of Directors
      • Invitation Letter to the Board of Directors’ Meeting and Minutes of the Board of Directors’ Meeting
      • Invitation Letter to the Annual General Meeting of Shareholders and Minutes of the Annual General Meeting of Shareholders
      • Annual Report
      • Report of Conflict of Interest of Directors and Executives