CORPORATE GOVERNANCE POLICY
Good corporate governance means structuring and mechanism management in organization to link relationship between committees, executives, employees and shareholders with main objective to create appropriate benefit to shareholders and taking into account the stakeholders. The structuring and mechanism management must reflect to following main principles:
- 1. Accountability: responsibility for decision and action as able to be explained.
- 2. Responsibility: responsibility for sufficient performance on duty efficiently.
- 3. Equitable Treatment: equitable treatment and fair of stakeholders
- 4. Transparency: operation is transparent and traceable and also disclose information to related person.
- 5. Vision to Create Long Term Value: visions for adding value to the company in long term.
- 6. Ethics: ethics and code of conduct for business operation.
The Board of Directors is aware in fundamental rights of shareholders with rightly practice as related laws such as the rights of stock trading and transfer, receive dividend, voting in shareholder’s meeting by the rights of proxy form is considered, appointment of Directors and Accounting Auditor, provide comment and questions in the shareholder’s meeting, propose meeting agendas and director name list to consider in advance etc. The Board of Directors treats such shareholders strictly and not to violate or deprive of shareholders’ rights.
1. Shareholder’s meeting
- The Company has provided AGM complied SET’s regulation and practiced along the shareholder’s meeting guideline as complied SEC.
- 1.1 The Company has disclosed policy to support or promote all shareholders to participate in shareholder’s meeting.
- 1.2 The Company has monitored the provided meeting detail of date, time, venue and meeting agendas with explanation and rationales or conclusion as defined on the Invitation to the AGM of Shareholders or attachments.
- 1.3 The Company has fully facilitated the shareholders in rights of meeting and vote and not to deprive the rights of shareholder’s meeting attendance such as the difficulties and high expenditure of itinerary to shareholder’s meeting venue and difficulties of voting procedure etc.
- 1.4 The Company has an opportunity for shareholders to submit their questions before shareholder’s meeting date by rules definition clearly and inform to all shareholders with attached invitation of shareholder’s meeting. In addition, the Company has publicized the rules to submit such questions via the Company’s website.
- 1.5 The Company has encouraged shareholders using the proxy form as can appoint the person for their behalf on voting. At least 1 independent director should be proposed for being choice of giving the proxy by the shareholder.
2.The implementation of shareholder’s meeting
- 2.1 The Company has encouraged using technology application to conduct the shareholder’s meeting as fast and accurate for registration, vote counting and result display.
- 2.2 All directors should attend the shareholder’s meeting to support answering questions as been asked by shareholders in related section.
- 2.3 In the shareholder’s meeting, the conclusion have to be voted in each agenda description.
- 2.4 The Board of Directors should encourage or provide independent person to monitor voting in AGM and EGM of shareholder and disclose result to the meeting and record into meeting minutes.
- 2.5 The Board of Directors should encourage using voting cards for important agendas such as connected transaction, asset acquisition or disposal transaction etc. for transparency and traceability in event of a dispute.
- 2.6 The Chairman of meeting should allocate appropriate time and encourage opportunity for shareholders can provide comment and giving questions.
3. Preparing meeting minutes and conclusion disclosure of the shareholder’s meeting
- 3.1 The meeting minutes of shareholder’s meeting is being recorded instruction of voting steps and voting result display approach which have to inform in the meeting before the meeting is conducted. Also giving opportunity to shareholders for settle issues or asking questions and recorded those questions, answers and voting result into each agenda description for result of agreement or disagreement and no voting. The director’s name list who attended or absent in the meeting have to be recorded as well.
- 3.2 The Company will disclose voting result of each agenda as AGM and EGM of shareholder’s meeting to public via the Company’s website.
The Board of Directors and Management have to reassure the shareholders for appropriate capital management to ensure of their investment. The Board of Directors should have practice monitoring and equally fundamental rights for shareholders as follows:
1. The right to appoint a proxy to attend the AGM and voting
- In event as any of shareholder is unable to attend the meeting, he/she have the right to appoint their proxy or select the Company’s independent director (as the proposed list by the Company for appointing a proxy and having the right to vote) to attend. The shareholder has to submit a letter of power of attorney to the Company before the shareholder’s meeting date with complete detail and a copy of ID card or passport or other documents that can identify person must be attached.
2. The right to propose additional agendas
- The Company gives opportunity for shareholders to propose additional agendas as the usual agendas of AGM. The additional agenda proposal can follow the following steps:
- Submitting proposed agendas as required into usual agendas with reason, annotation and necessary information into the propose agenda form.
- The Company will determine shareholder’s existing status of the person who requested submitting agendas from the Company’s shareholder registration list as of closing date. The additional requested agendas are being approved in criteria of involved or effected operation significantly. If the Board of Directors has approved the proposed agendas, it will be consisted into the shareholder’s meeting agendas and noted as requested by the shareholders.
3. The right to denominate appropriate person to take the position of director
- The shareholder has their right to denominate person who is appropriate to take the position of director. The Company reserves the right of qualification approval as per the following criteria:
- Appropriate qualified and not be prohibited under laws of a public limited company, Securities and Exchange and follow the Company’s good corporate governance.
- The education and working experiences or other related qualifications are qualified the Company’s recruitment qualification.
- Fully dedicated competency and time to the most benefit of the Company which it is main duty and be ready to attend the Company’s meeting regularly.
- The existing director is not permitted to be the director in more than 5 listed companies as current period.
- The Company’s independent directors consider the appropriate qualified person selection and propose into the shareholder’s meeting for conclusion. If there is no selected person by the independent director’s meeting, such proposed name list must be being proposed into the shareholder’s meeting which it is apart from the Board of Director’s comment for final conclusion.
- The shareholder who requested to propose candidate name list for director position, have to attach the following documents: (1) The form of candidate proposal for the director position and (2) Candidate’s profile for the director position. Additional attached documents are the stock certificate or stock domination confirmation by the securities company/broker with signature of information owner then sending registered mail to the Company within define period.
4. Prevention of internal information use.
- The Company issued policy of limited internal information use for only middle level to high level of Management Team is involved. For the audited financial statement, it will be kept at the accounting manager. The other secret information will be used only for discussion in manager level of staff. The Company issued penalty for involved parties in event of internal information use and caused disadvantage to the Company. Furthermore, the Company defined the director and executive report for the Company’s securities domination to SEC.
5. Internal securities trading monitoring
- The Company issued policy to do not permit any staff, executives and the staff who has directly acknowledged internal operation result get involve to case of insider trading since the acknowledged date until the date that information has been publicized completely. Also do not permit to publicize internal information to raise up value of securities especially in 1 month before trading period which before the financial statement is publicized.
- The Company’s directors and executives have to report the change of securities to SEC and SET complying Section 59 of the Securities and Exchange Act B.E. 2535. Also acknowledged penalty complying the Securities and Exchange Act B.E. 2535 which including the change of securities domination by spouse and underage children. Therefore the directors and executives have to submit this such report copy to the Company in the same day as reported to SEC within 3 working days as defined.
The Company focuses on regulatory for all stakeholders such as customers, employees, business alliances, shareholders or investors, creditors and communities around the Company’s location etc. The stakeholders will be treated by the Company according to the rights along involved laws and do not violate as involved laws or agreement which referred to stakeholder’s participation as role and duty for the Company’s operation result promotion to conduct the Company’s operation result goes well. The Company also focuses to create sustainable growth steadily and fairly benefited to all parties. Moreover, the Company provided communication channels to the stakeholders for comment or information provide to the Board of Directors via the Company’s independent directors or audit committee.
The Company has considered to promote collaborations between the Company and its stakeholders for wealth financial stability and sustainability of the business as follows:
- Caring to all levels of the Company’s employees by fairly practice and appropriate remuneration according to ability skill, performance and skill development continuously. Also focuses on caring for environment in workplace for working safety and life quality awareness of employees.
- Products and services purchasing from the Company’s partners will comply the commercial condition with strictly regulation or contract compliance for further long term relationships.
- To comply the condition of loan agreement.
- To care and responsible to customers in terms of products and services quality, non-disclosure agreement and fairly pricing which under product pricing policy.
- To follow in good business competitive rules and avoids dishonest approach to destroy the business competitors.
- To focus on environment responsibility of community and society is around. Also supports public activities and collaborate to be a part of environment development in community and society for better life as appropriate consideration.
The Company focuses information disclosure which under the Board of Directors’ information disclosure policy in terms of financial and non-financial information correctly, completely, timely and transparent. Information channel as accessibility must be convenience, reliability, equally according to defined involved laws. The Company’s important information is able to disclose are financial statement and non-financial information as not impact to the Company’s securities price complying SEC and SET’s regulations.
The Company has quality control of financial report complying the accounting accreditation standard and been audited from Independent Accounting Auditor as accredited by SEC. Moreover, the Company discloses the following information for transparent business conduct:
- Duties of the Board of Directors and audit committee such as number of meeting been held and number of attendance in the previous year.
- Remuneration policy to directors and high level of director and also the remuneration classifications.
- Report of good corporate governance policy and result of practice.
The above information will be publicly available through SEC or SET. In addition, the Company also publicizes via the Company’s website.
The Company’s Board comprises of directors who are qualified knowledge and experienced experts to develop and define policy caused benefit to the Company. The Company’s directors are independent to make decision for most benefit to the Company and shareholders. The Company’s Board has an important role in policy formulation including tracking and monitoring the Management’s performance and evaluates operation result as the target plan. The Board of Directors consists of 7 directors are from 4 members of Management Team, 3 members of directors who are not in Management Team which three from seven such directors above must be qualified as independent directors to appropriate counterbalancing of executives must greater than one third of all numbers of above directors. In addition, the Company has appointed the audit committee which consists of 3 independent directors and period of taking position is 3 years a time with scope of authorization as obviously defined on the audit committee’s charter.
The Company has defined remuneration obviously and transparent by proposing into the shareholder’s meeting for approval. The remuneration is being approved in appropriate rate as authorization scope of each director. The remuneration rate have to be compared to the rate in same industry and should be reasonable and attractive to directors to dedicate working for the Company.
The Company’s all directors understand their responsibilities as directors. The Company’s directors are able to provide their comment independently, always improve themselves, practice in honestly and carefully and be aware the most benefit to the Company and fair to all shareholders. In addition, all directors dedicated for their practices in full responsibility and board’s meeting attendance unless it is necessary.
The Board is also focuses on appropriate information disclosure to shareholders, investors and all parties. The disclosed information must be accurate, transparent, thoroughly and timely that enable to publicize after the Company registered for listed company via appropriate and convenient channel for shareholders, investors and relevant parties for their decision support. The publicized channels is enable for mailing, SEC and SET’s media including to the Company’s website. Those disclosed information are financial report, operation report and relevant information as impacted to the Company’s securities price complying good corporate governance.
The Board’s structure
The Board consists of 7 members, 4 members of Management Team and 3 members of directors who are not in Management Team and qualified the independent directors to appropriate counterbalancing of the Board must have at least one third of all numbers of above directors. The qualification of independent directors are equivalent to the criteria as defined by SEC. In Section of management structure consists detail of name list, scope of work and recruitment of the directors.
The Company has policy to limit number of companies as each director is able to taking in position which the limitation in position must not more than 5 listed companies. However, the Company has not defined the number of tenure term but in case of director who is knowledgeable and competent, he or she is able to take the position of director in further.
The Company has policy to separate the different person who takes the position of Chairman of the Board of Management and Chairman of the Board of Director with scope of work and responsibilities as obviously defined. Including to the qualification and term of each director must be disclosed into annual report form (Form 56-1).
Subcommittee of directors
The Board had appointed 2 subcommittees of directors are Audit Committee and Board of Management which the component of recruitment as follows:
The Audit Committee’s component and recruitment
The audit committee must be appointed by the Board of Director and agreed by shareholders to the position of the director and qualified complying the securities laws and notice, rules and/or regulations according SET’s laws. The number of audit committee must be at least 3 members which one of them must be qualified knowledge skill in accounting and finance. The term of holding position is 3 years a time since the appointment date was concluded. When full term of holding position and if the Board of Directors or shareholder’s meeting have not concluded to appoint the new audit committee, the existing audit committee is permitted to continue practice in further until the new audit committee is approved for appointing replacement.
The Board of Management’s component and recruitment
The Board of Management has to be the director and/or the Company’s executive as was appointed by the Board of Directors. The number of members is depended on appropriate agreement by the Board of Directors and one of such above members will be appointed for Chairman of the Board of Management.
The Board of Management’s component and recruitment
The Board of Management has to be the director and/or the Company’s executive as was appointed by the Board of Directors. The number of members is depended on appropriate agreement by the Board of Directors and one of such above members will be appointed for Chairman of the Board of Management.
Risk management policy
The Board of Directors has defined the Company’s overview risk policy by initially defined of risk identification, risk evaluation, risk monitoring and control and risk standardization for risk prevention as effectively and continuously. In addition, the Company has appointed the risk management committee to responsible for risk management procedure as practice in the Company.
The Company Secretary’s scope of responsibility
The Board has appointed Mr. Tanes Sajjaboribun for taking position Company Secretary with following responsibilities:
1. Prepare and maintain following documents:
- a) Registration list of directors
- b) Invitation letter for BOD’s meeting, meeting minutes and annual report of the Company
- c) Invitation letter for shareholder’s meeting and meeting minutes.
2. Store and maintain stakeholder report as reported by directors or executives and submit these document’s copies to Chairman of the Board and Chairman of Audit Committee to be acknowledged within 7 working days since the date that the Company received this report.
3. Prepare document storage system and related evidences for showing information as follows:
Also maintain the mentioned documents or evidences correctly and completely and traceability at least 5 years since the prepared date of these documents. The maintain system method is able to be in electronic system or any support system that can be accessed without any text changing.
- a) Supporting data for shareholder meeting’s conclusion
- b) Financial statement of the Company or other report that required disclosure according to Section 56, Section 57, Section 58 or Section 199 of Securities and Exchange Act. B.E. 2535
- c) The Company’s opinion when received request of buying the Company’s shares by shareholders.
- d) Publication or any report about the Company’s business that been prepared for shareholders or people as defined by Capital Market Supervisory Board.
4. Further operation as required by Capital Market Supervisory Board
5. Must be on duty with responsibility, awareness and honest including to be under laws, the Company’s objectives and article of association, the Board’s conclusion and conclusion of shareholder’s meeting and do not proceed any matters that contrary to or conflict with the interests of the Company significantly.
6. To perform duties with responsibility and caution like a general people in proceeding business under the same circumstances with following:
- a) Decisions are made in good faith and reasonably in the best interests of the company.
- b) Decisions are made on the basis of truthful information that is sufficient.
- c) The decision was made without any interest. Whether directly or indirectly in the decision.
7. In case the Company’s secretary is unable to perform his/her duty, The Board shall appoint a new Company Secretary within ninety days as from the date the former Company Secretary is vacated to perform this duty.
Guidelines for remuneration of directors and senior management.
The Board of Directors approves the Directors and Senior Management’s remuneration as their duties and scope of works including to their practice result and the Company’s operation result. The remuneration is according to remuneration rate in the labour market or industry and also being approved by the shareholder’s meeting.
Furthermore, the Company has appointed the nomination committee and approved the remuneration. To define appropriate nomination approach according to business conduct and also for director nomination when this agenda coming for the Board’s approval.
In 1 year, one in three of director members or nearest number of director members are retired, these retired directors is able to be elected to retake this position. The tenure of director has taken since the appointment date until AGM’s date.
Self-evaluation of the Board
The Board has self-evaluation totally at least once a year for The Board of Directors’ consideration to improve and enhance the interoperability of the Board.
Development of directors and executives
The Board of Directors has approved for new directors orientation to understand the Company’s business and relevant regulation. Moreover, the Board has approved the policy to support all directors, high-level executives and the company secretary to attend the related corporate governance training by internal and external organization such as SET, SEC or Thai Institute of Directors (IOD). The directors, executives and company secretary are able to have additional knowledge and experience to improve and develop the Company’s further operation.
The Board of Directors has approved the policy and criteria for executive selection and succession plan policy in emergency or retire of the executives. The selection procedure is considered with transparency according to knowledge, ability, experience and ethics.
New director orientation
For new directors and executives, the Company provides basic information to understand the Company’s operation such as organization chart and directors, nature of operation and business, main products, rules and regulations and related laws which including to the regulation of SEC and SET. The new directors and executives have acknowledged their roles, duty and responsibilities for the position of directors or independent directors.
Internal meeting between the non-executive directors
The Company has arranged meeting of non-executive directors for internal meeting discussion of issues in the Company for the Company’s operation development.
Code of conduct
The Board has encouraged to prepare business ethics for Directors, Management Team and employees for practice and taking responsibilities to the most benefit to all stakeholders and reliable in business conduct for sustainable growth of the Company.
- 1. To conducting business with honestly and social responsibility as under laws, ethics and focuses to proceed business with goodness to people, social and environment.
- 2. To treat customers fairly in terms of products and services and non-discriminatory.
- 3. To operate a standardized and well-controlled operation system with fully knowledge and competency, adequately data and evidences for reference according to laws and regulation strictly.
- 4. Do not disclose the information of customers that have learnt from business as reserved to not disclose unless must be disclosed according to laws.
- 5. Allows customers to complain about the incompleteness of goods and services.
- 6. Disclosure of product information and services accurately and completely.
- 7. To comply the terms and conditions to customers with fairness. If the terms and conditions are unable to comply, must be in urgent notice to customer for acknowledge and find mutual solution.
Corporate social responsibility
The Company conducts business with corporate social responsibility and environment for business sustainability and social support under code of business conduct manual and anti-corruption policy which defines practice guideline according to business’s responsibility by SET. The 8 principles are defined as follows: 1) Conducting business with fairness 2) Anti-corruption 3) Human rights respect 4) Fair treatment to labour 5) Responsibility to consumers 6) Environment caring 7) Be apart joining development to community or society 8) To develop innovation and publish the innovation that come from operation responsibility to society, environment and stakeholders.
1. Overview policy
To ensure to shareholders, investors, stakeholders and relevant department as usual operation flow, purchasing, procurement, customer, business alliance and joint investor including to production without environmental impact. To create awareness of role and duty as a good member in society which focus on participation and long good term relationship between the Company and social based on accuracy, transparency, fairness and supporting activities for society and community development. To provide operational safety environment and equality of treat to all employees. To define practice guideline for directors, executives and employees have to be on duty with honesty, focus to treat customers with commitment to ensure that the customer receives standard quality products with fair price for the most satisfaction.
The Company has controlled management system is effective and conflict of interest prevention which including to corruption. This control system shall be audited by accounting auditor who has licensed by SEC and the internal system auditor to ensure that the Company acknowledged the right of stakeholders according to laws and the Company’s policy in such cases of practice to shareholders, employees, customers etc.
2. To operate and report preparation
The Company defined responsibility to society, environment and stakeholders under the code of business conduct’s manual and anti-corruption policy as following details:
- 2.1 Business conduct with fairness
- The Company has policy to conduct business with honesty, transparent, traceability, responsible to society in law, morality and intend to be good behavior to person, community, society and environment, fair treat to customer in products and services without bias.
- The Company provides the Company’s information disclosure to stakeholders and relevant parties to be acknowledged thoroughly. Including no policy requiring directors, executives or employees take opportunity as status of the Company’s employee to seek personal benefit. The Company has not allowed the director runs business as competitive to the Company which may cause conflict of interest to the Company.
- 2.2 Anti-corruption
- The Company has practice guideline for directors, executives to practice on duty with honesty, carefully and wider vision, not to seek benefit to themselves and team from the Company’s undisclosed information and not to disclose the Company’s confident information to external parties. Also do not operate any business as might cause the conflict of interest and the Company’s employees have to practice on duty with honesty, perseverance, diligence and improvement to benefit themselves and the Company. Including to do not offer remuneration, bribe, request or accept or receive any direct or indirect bribe from others or external parties for refunding of benefit support or involving benefit of the Company unless the benefit is for usual business conducting or in festival or conventionality.
- 2.3 Respect to human rights
- The Company focuses on value of employees by promote all department to practice based on human dignity and respect to individual rights which is management foundation, human resource development and human relationship in society. Therefore the Company has issued guideline to promote and activate to practice according to basic human rights and equality without differential in nationality, race, skin tone, gender, language, religion, political believe or other believe, tribe or social origin, properties, origin or status. Moreover, the Company has issued guideline to promote and open opportunity for employees to give opinion or complain about individual right is violated.
- 2.4 Practice to labour fairly
- The Company believes that human resources is an important factor to conduct business for added value and remuneration to the Company due to practicing in business section of the Company needed to use knowledge, competency and dedication and tenacity to achieve the goal. The Company focuses on importance of all level employee of the Company with practice equally, fairly and benefit return is appropriate to knowledge skill of individual employee. Also focuses on performance and knowledge skill development continuously, workplace environment caring by training and awareness mind to all level employees, to be aware workplace safety and life quality of employees is important. Moreover, the Company focuses on importance of employee value which the Company’s executives have to practice and manage to employees fairly, support to create performance in progress and more efficiency of employees, promote employees to have moral understanding as the employees have to practice, prepare appropriate welfare to employees and practice to employees with honesty, open mind to listen opinion and comment with reasonableness.
- Moreover, the Company has issued safety policy for internal use to employees by formal written announcement as follows:
- 1. All missions have to think of safety first.
- 2. Everything have to be liquidate, convenience, clean and hygienic condition to create as usual habit.
- 3. All employees have to be raise awareness of safety, environment and preservative energy.
- 4. To accident rate target of employee has to be reduced every year.
- 2.5 Responsibility to consumers
- The Company has issued policy for quality product sourcing or delivery as customer or consumer’s specification. The Company has audit procedure for production since material sourcing as require quality according to production procedure is controlled by precision machine and quality checking until products are delivered to customer. The Company always cares and responsible to customers in quality of products and services, non-disclosure confident information, fair price offering and make the most satisfaction.
- The Company has issued quality policy for target of product delivery and service at the Company’s factory and standard product assembly according to international standard which the Company has announced the quality policy as formal written for all departments operate in effective as follows:
- “Produce standard products
- Provide quality service
- The employees are unanimous in building and sustaining growth”
- 1) Standard production
- 1.1 To produce products according to customer’s requirement.
- 1.2 According to quality management system
- 1.3 Consistent and legal in involved laws of production.
- 2) Quality service
- Responding to customer’s complaint and product claim with correct solving problem.
- 3) All employees are united
- All level employees are internal customers each other with the most aware of next step customers, external customer’s satisfaction.
- 4) Commitment to sustainable development
- 4.1 To develop product’s quality.
- 4.2 To develop quality management system continuously.
- 4.3 To develop employees’ competency and life quality in workplace.
- 2.6 Environment caring
- The Company is aware of responsibility to society and community as main mission of the Company. The directors, executives and employees has to reserve natural resources and environment and follow environment laws strictly. To do not practice any activities might cause damage to natural resources and relevant ecology. Also to provide and support stakeholders’ activities for commonwealth and social service continuously.
- In addition, the Company concerns caring for all employees’ life, body and health during daily working hours. The Company has issued environment policy as formal written announcement for all departments to practice as follows:
- “To commit compliance with environmental regulations strictly.
- To committed developing management system and environment activities continuously.
- To promote and control usage of energy and resources effectively.
- All employees received building awareness and complying environment management regulation”
- 2.7 Community or society development
- The Company is aware of role and duty of good members in society by practicing or control according to relevant laws and rules and social responsibility. The Company focuses on importance and responsibility in environment to community and society are around. Including to support appropriate activities are commonwealth to community and society and environment development to raise up life quality.
- 2.8 To develop innovation and publish the innovation that come from operation responsibility to society, environment and stakeholders.
- The Company supports building innovation both level of internal working procedure and inter-cooperation which mentions to any process with new procedure and may mention to thinking process change, production for added value. Innovation target is the positive changing of any positive changes as more productivity for the most benefit to society.
- Innovation publishing is social responsibility by direct or indirect communication and publishing to all stakeholders via many communication channel to ensure that the Company’s information accesses to all such stakeholders thoroughly.
3. Benefit activities to society and environment
The Company focuses on responsible importance to society, environment and all stakeholders continuously which parallel practice on usual business operation. Currently, the Company’s production process does not impact to environment in pollution of smell, sound, dust and weather, for powder spraying process with chemical use of the Company, it is operated under closed system and the cyclone dust collector had been installed to absorb the remained power paint after sprayed to return flowing reuse next time, the Company has installed water treatment system to treat the refuse from washing and spraying of production. As above mentioned approaches is well support filtering of smell and dust from paint dipping as caused from production process. In addition, the Company has hiring the outsourcing company for garbage elimination or unused material to send for treatment or destroy management according relevant laws.