Golden Land Property Development PLC recognizes the importance of applying corporate governance practices as a vital factor to its sustainable business success. It also puts emphasis on the significance of corporate moral, transparency and accountability which are perceived as the fundamental requirements for improvement in its operational efficiency and effectiveness, and also keenly focuses on maximizing shareholders value with concern on the benefit of all stakeholders.
The Board of Directors as its governing body, oversees the compliance of prescribed governance policies and best practices, and makes relevant adjustments thereto from time to time to be in accordance with the prevailing circumstance. The Company's governance policies and best practices are prescribed into 5 categories, which are:
- Rights of Shareholders
- Equitable Treatment of Shareholders
- Role of Stakeholders
- Disclosure and Transparency
- Responsibilities of the Board of Directors
The Company recognizes the rights and equitability of all shareholders and applies equitable treatment towards each of them. Shareholders are entitled to be informed of information, operation results and management policy. They are also entitled to their share of the company profit and their rights to participate in the shareholders' meetings. Each shareholder is entitled to fair treatment as prescribed in the Company's regulations and under applicable laws. In order to assure the equitable treatment of its shareholders, the Company ensures that their shareholders' meeting procedures are transparent and efficient. It oversees appropriate uses of inside information, proper control and monitoring of connected transactions, as well as sufficient disclosure of information, and the following procedures are also applied to accommodate its shareholders in each of the shareholders' meetings:
The Company holds the Annual General Meeting of Shareholders once a year within 4 months from the end of the fiscal year. And if there is an urgency to propose for special agendas which may affect or may be concerned with the benefits of the shareholders or may be related to conditions or rules, enforcing laws, that need approval by the shareholders, the Company may call an Extraordinary General Meeting of Shareholders in each case.
In 2015, the Company had held 2 times of shareholders Meeting are:
- 2015 Annual General Meeting of Shareholders was held on 22 April 2015 at 14.00 hours, at Meeting Room, 8th floor, Victor Club, Sathorn Square Office Tower, No. 98 North Sathorn Road, Silom, Bangrak, Bangkok 10500.
- The Extraordinary General Meeting of Shareholders was held on 17 December 2015 at 14.00 hours at Victor 2 – 3, Victor Club, 8th floor, Park Ventures Ecoplex, No. 57 Wireless Road, Lumpini, Pathumwan, Bangkok 10330.
By complying with the Public Limited Company Act B.E. 2535 (1992) including the Regulations of the Stock Exchange of Thailand and the Regulations of the Office of Securities and Exchange, for quality shareholders meeting, as follows: At the 2015 Annual General Meeting of the Shareholders No.22, during the meeting votes were taken on each prescribed agenda item. At the beginning of each shareholders' meeting, the Chairman of the Meeting shall explain to the meeting participants about the procedural guidelines applied for vote casting, vote counting, and rules for voting by ballot. a total of 9 directors or 100 % attended the meetings, comprising Chairman of the Board, Chairman of the Audit Committee, Chairman of the Board of Executive Directors, Chairman of the Compensation and Nomination Committee, Directors including with legal advisor, financial advisor, independent, financial advisor, managements and auditor attended from starting. The directors participated in the Meeting were:
|1. Mr. Wanchai Sarathulthat||Independent Director / Chairman of the Board / Chairman of the Compensation and Nominating Committee|
|2. Mr. Panot Sirivadhanabhakdi||Vice Chairman/ Chairman of Executive Committee / Compensation and Nominating Committee|
|3. Mr. Thapana Sirivadhanabhakdi||Director|
|4. Mr. Chotipat Bijananda||Director|
|5. Mr. Sithichai Chaikriangkrai||Director/ Executive Committee|
|6. Mr. Chainoi Puankosoom||Independent Director/ Chairman of Audit Committee / Compensation and Nominating Committee|
|7. Mr. Udom Puasakul||Independent Director/Member of the Audit Committee|
|8. Mr. Chinnavat Chinsangaram||Independent Director/Member of the Audit Committee|
|9. Mr. Thanapol Sirithanachai||Director / Executive Committee / Chairman of Risk Management Committee / President|
The director who can not participated in the Meeting:
- None -
Prior to the Date of Meeting of Shareholders
- The Company disclosed the resolutions of the Board of Directors in regard to the holding of the shareholders' meetings on the website of the Stock Exchange of Thailand as well as its own website. The Company had published the information on the notice to attend shareholders' meeting containing details in full in its website 30 days before the date of the meeting and readily sent the notice to attend meeting to the shareholders.
- Send the meeting invitations together with full details on the material aspects of each meeting agenda, as prescribed by applicable laws and regulations of the Stock Exchange of Thailand and in compliance with the Company's regulations. The details include sufficient information and data concerning the proposed agenda as well as the clearly described opinions of the Board of Directors on each agenda for the shareholders' perusal in advance of their decision making. The attached supporting information also contains the minutes of the previous meeting, the Company's annual report, supportive documents, proxy form with clear guidelines for proxy voting. These information packages will be sent to the shareholders' at least 14 days in advance of the shareholder meeting date, and it was also published on newspaper for not less than 3 consecutive days and not less than 3 days before the day of meeting the shareholders are thus provided with sufficient disclosure of information and an adequate timeframe for their proper perusal of such information before the meeting date. The meeting invitations are distributed to all shareholders whose names are listed on the Company's share registration book. In addition, shareholders, who are not able to attend any shareholder meetings, are able to appoint a proxy or Independent Directors to act as their proxy and vote on their behalf, in the event that they were unable to attend the meeting. The Company shall also provide to shareholders with a list of its Independent Directors and their relevant background profile in the information packages attached to the meeting invitations for the shareholders' perusal. The notice to attend meeting was sent to all shareholders whose names were listed in the Shareholders Register as at the date of closing of the Shareholders Register of the Company.
- Annually presents the proposal to the shareholders for consideration and approval of the directors' remuneration, and also submits its clear policy and criteria on the directors' remuneration determination to shareholders.
- In compliance with the principles of good Corporate Governance for Listed Companies in 2006. The Company provides its minority shareholders with their entitled rights to propose the agenda for the shareholders' meeting and to propose director nominee in advance via the corporate website www.goldenland.co.th.
- Shareholders are allowed to access the information on the meeting process and meeting agenda through corporate website in advance of the dissemination and dispatch of the meeting notification. On the meeting date, the Company allows registration of shareholders at least one hour prior to the meeting time.
- The meeting is conducted and processed in accordance with the outlined agenda, without insertion of non-agenda items or changes of material information in a manner that shall deprive shareholders of provision of advance notices. Sufficient time is allotted to the meeting, whereby the meeting shall be conducted in an appropriate and transparent manner. Shareholders are thoroughly given the opportunity to ask questions and express their opinions before casting their votes and making any conclusion on each agenda.
- Shareholders who arrive after commencement of the shareholders' meeting, will be allowed to cast their vote on the agenda both being considered and all subsequent agenda.
- The Company regularly provides the information to shareholders via channels provided by the Stock Exchange of Thailand, and other media & publications, as well as its corporate website.
- To provide a channel for minority shareholders to directly contact the Company for more information such as directors' activities, corporate governance, and audit etc. by requesting via mail, or corporate e-mail address firstname.lastname@example.org In addition, minority shareholders can contact the Company Secretary for further information.
Date of Shareholders’ Meeting
The Company fixed the place, day and time of meeting that afforded convenience to all shareholders equally and it also provided confidence in regard to security measures for the shareholders. The Company had stated in the meeting documents sent together with the notice to attend meeting of the process and the steps of attending the meeting, including the examination of documents or evidences showing rights to attend meeting, Free duty stamp provided, the arrangements of personnel at the registration desk, and the designation of sufficient points of service for registration, whereby the shareholders may register to attend the meeting 2 hours before the starting time of the meeting and which continued until the meeting of shareholders was completed. Barcode system reduced timing to register process.
After the Shareholders’ Meeting
The Company announced the resolutions of its shareholders’ meeting via the news system of the Stock Exchange of Thailand on the following work day and also published same on the website of the Company, stating the results of voting (approved/ disapproved / abstained ) in each agenda and sent the minutes of the shareholders’ meeting, in which recorded the list of names of directors attending the meeting, the results of voting Approve/disapprove/abstain in the agenda required for approval of the shareholders, including the questions put forward by the shareholders in each agenda, as well as the clarification of the Company, to the Stock Exchange of Thailand and the government agencies concerned, within 14 days from the date of shareholders’ meeting for Shareholders ‘s who cannot attend the such meeting acknowledgement, which was also published on the Company’s website
- The Company invites its shareholders to propose agenda items for the shareholder meeting in advance, by publicly notifying such invitation via channels provided by the Stock Exchange of Thailand. It also posts the relevant consideration criteria and clear procedures on its corporate website well in advance of the meeting date.
- The Company allows its shareholders to propose director nominees. The proposed candidates must be entirely qualified under the criteria as prescribed by the Company's regulations and the nominees must also give consent that they are willing to run for the director positions. The nomination procedures as well as its relevant rules and criteria shall be posted well in advance before the meeting date via channels provided by the Stock Exchange of Thailand and on its corporate website. During the shareholders' meeting, the selection of directors shall be made via vote casting for each director nominee on an individual basis.
In 2015, the Company had invited its shareholders to propose appropriate agenda items for the meeting in advance and to nominate their proposed candidates for the director nominees to be approved and appointed by the Annual General Shareholders' Meeting 2016. The proposal and the nomination was made in advance from 1st October 2015 to 31st December 2015. Shareholders were notified in advance via channels provided by the Stock Exchange of Thailand. Relevant rules and procedures thereof were posted on its corporate website at www.goldenlandplc.co.th, under the "Shareholders' Meeting" menu in Investor Relations category.
- Rights to vote is allocated to each shareholder according to the portion of shares held in the Company.
- It is the Company's policy to conduct its shareholders' meeting in accordance with the outlined agenda and in the sequence as set out in the meeting notification to the shareholders, without insertion of non-agenda items that its shareholders have not been informed of in advance. This process is intended to provide the shareholders with sufficient time to study the agenda and its supportive information prior to their decision making.
- The Proxy Form type B, which allows the Company's shareholders to determine direction on their vote casting on each agenda item, is usually distributed as an attachment to the shareholders' meeting invitations to facilitate its shareholders who are not able to personally attend the meeting, can appoint another person or any of the Company's Independent Directors to be their proxy. The form is also posted on corporate website so that shareholders can download it if so required.
- The Company encourages its shareholders to use voting ballots for vote casting on each agenda item as deemed appropriate. Such voting ballots will be collected during the meeting and calculated together with the votes casted earlier via proxy. The final results of each agenda item are then declared during the meeting.
- The Company duly prepares and submits the minutes of the meeting to the Stock Exchange of Thailand and the Securities and Exchange Commission within 14 days after the meeting date and also posts them on its corporate website.
- The Company prescribes in writing its guideline policies on keeping corporate information and preventing inside information to reassure equitable treatment of shareholders. The Company also notifies its warning against any using of inside information by the Board of Directors and employees, as well as their connected persons such as spouses, underage children, and nominees, for insider trading purposes. Such inside information includes any material information that may affect the Company's share trading activities, its share price movement, and any information that has not yet been disclosed to public. The Company's directors and executives who have access to inside information are prohibited from security trading, for a period of 30 days, prior to an official public release of the Company's operational performance and financial position; or before the public revelation of any significant news and material data that may impact the movement of the Company's share prices, the imposed security trading prohibition will last for at least 24 hours after the public revelation of any such significant news. According to the Securities and Exchange Act, B.E. 2535 (1992), which prescribes that directors and executives are required to report their current shareholding status of the listed companies of which they are directors or executives upon resuming their posts and within 30 days thereafter. In addition, each related trading transactions needs to be reported to the Securities and Exchange Commission within 3 business days after such transaction date.
The Company focuses on the importance of its social and environmental responsibilities, as well as its accountability towards other stakeholders. It also recognizes the significance and relevance of the stakeholders' roles. It operates its business with honesty and legality and abides by governing regulations. It does not assist, support, and encourage any illegal activities or unlawful conducts. It will also not participate in any violation of human rights. Furthermore, it respects intellectual properties and copy rights and does not support and partake in any breach of such properties and rights.
The Company neither requests nor accepts any monies, and gifts or awards or compensations from other persons, except if such acts are righteously and customarily acceptable. The Company also opposes corruption and bribery, and supports public and private measures aiming to fight against corruption.
The Company promotes effective and efficient use of natural resources, while encouraging its employees to pay attention to the environmental and safety impacts of their business activities. It also encourages its stakeholders to participate in community development and social programs.
- The Company prescribes the following practice guidelines for its various stakeholders:
The Company pays attentions to transparency, accuracy, validity, and timeliness of material information that it has disseminated to its shareholders via various media channels such as the online electronic media of the Stock Exchange of Thailand, corporate website, newspapers, press releases, and corporate letters, etc.
The Company believes in the importance of upholding the highest ethical standards towards treating each customer with attentiveness and responsibility. It aims to provide high quality and superior service standards to its customers. It also pays attention to responding promptly to any customer complaints and takes suitable action to solve the situation and to achieve customer satisfaction.
- Business Partners and/or Creditors / Debtors
The Company treats its Business Partners and/or creditors / debtors with equality and fairness, with common concerns on possible maximization of corporate benefits and fair mutual returns. It also strictly abides by its commitments and avoids situations which may create any conflicts of interest.
The Company applies customary business practices and fair competition in its business conducts while abiding by the good ethics not to discredit its competitors by means such as spreading false information and deceptive allegations, unlawful penetration of competitor's secrets, and conducting of any wrongful business actions.
The Company applies unbiased and equitable treatment towards its employees, justly compensating them with appropriate remuneration. It has set up employee provident funds and provides an employee handbook to all employees to clearly inform them about its relevant corporate welfare policy.
It emphasizes on the importance of knowledge development, skill improvement, and staff competency enhancement by encouraging its employees to participate in both its in-house and public seminars. These actions help in improving employees; capabilities, and enable them not only to work efficiently but also be able to adjust the changes of new innovations. The Company also equips its employees with understanding of applicable rules and regulations from its governing agencies by encouraging its employees to participate in seminars and conferences that cover issues such as the regulations of the Stock Exchange of Thailand and the Securities and Exchange Commission, applicable accounting standards, computer programs, etc.
- Society and Community
The Company consistently supports social related activities. It occasionally provides assistance and donations to various foundations and organizations which are active in social and community work. It also encourages social responsibility among all employee levels and campaigns on efficient utilization of natural resources and promotion of energy conservation.
- Governing Authorities and Government Agencies
The Company complies with laws, rules and regulations of its governing authorities and relevant regulatory agencies such as the Department of Business Development, the Ministry of Commerce, the Revenue Department, theMinistry of Finance, the Stock Exchange of Thailand and the Securities and Exchange Commission. It also cooperates and works in close relations with other private entities.
The Company emphasizes in the importance of the environment and recognizes that during the construction period of its development projects, there may be environmental impacts on surrounding communities. The Company thus strictly abides with applicable rules and laws of relevant government authorities.
- The Company provides contact channels for any requests, suggestions, and/or complaints regarding its corporate governance, as well as reports of fraudulent actions or misconducts of the Company's personnel, employees, and stakeholders. The process is undertaken in compliance with the principle of good corporate governance. The 5 contact channels provided are listed as follows:
1. Telephone number: (662) 620-6200 2. Facsimile number: (662) 620-6222 Ext. 2 3. Corporate website or email address: email@example.com 4. Direct contact with the Company Secretary or by mails to the corporate mailing address. 5. Direct email to any or all of the Company's three Independent Directors whom are the member of the Audit Committee.
In order to assure confidentiality, the Company emphasizes the importance of safeguarding the secrecy of complaint information and clearly prescribes in writing its complaint proceedings and investigation. The access to complaint information and records is limited to authorized personnel who officially engage in such complaint proceedings and investigation.
Information disclosure is a key principle of good corporate governance. The Company recognizes the importance of the accuracy, adequacy, timeliness and equitable distribution of its information revelation to the Stock Exchange of Thailand, and shareholders, and thus prescribes the following practice guidelines:
- The disclosure of the Company's material information, both financial and non-financial, particularly information related to its financial statements, must be reviewed/audited by authorized auditors and accompanied by their opinion confirming a true and fair view of its actual financial position in accordance with generally accepted accounting practice, and duly approved by the Company's Audit Committee and the Company's Board of Directors prior to its submission to the Stock Exchange of Thailand and relevant authorities , and before publicly releasing it to its shareholders and investors.
- The information disclosure such as its financial statements, annual statements (SEC Form 56-1), and annual report (SEC Form 56-2) in both Thai and English shall be posted in corporate website.
- The Company discloses in its annual statements (SEC Form 56-1) and annual report (SEC Form 56-2) the roles and duties of its Board of Directors and Sub-committees, the record of attendance of the members of the Board of Directors and relevant sub-committee, and the Directors' and Executives' remuneration policy.
- The Company discloses the Report on the Board of Director's Responsibilities for Financial Statements together with the Auditor's Report in its annual report (SEC Form 56-2).
- The Company reveals its Report on the Interest of Directors and Executives as prescribed by the notification of the Capital Market Supervisory Board (Reference Number: Thor. Jor 2/2552) dated 26 January 2009 which required the publically listed companies to make preparation and submission of such report for the first time in July 2009 and regularly update any changes therein within 3 business days after such changes have taken place and submit the updated report to the Company Secretary.
- The Company discloses background information of its Directors and Executives by posting them on its corporate website.
Disclosure of Information and Relationship with Investors
The Company recognizes the importance of accuracy, validity, transparency and completeness of its information disclosure which includes its financial information and other general information, as well as material information that may impact its share price movement. The Company disseminates such information to its investors and related parties via various media channels such as the online electronic media of the Stock Exchange of Thailand, corporate website, and press releases, etc.
- Board of Directors
The Company's Board of Directors has important governance roles towards the maximization of the Company's interest. The Board has the duty of responsibility to shareholders and must maintain its independency from the management, while following the prescribed corporate vision, mission and business ethics, as well as focusing on prevailing risks and good governance principles.
1) The Company's Board of Directors comprises of no less than five members and no more than eleven members. The number of Independent Directors on the Board must be equivalent to one-third of the Board size, and no less than three members. The Independent Directors must be qualified under the requirements prescribed by the Securities and Exchange Commission and the Stock Exchange of Thailand. The Company also prescribed the qualifications of its directors and Independent Directors as follows:
- An individual who possesses knowledge, proficiency, and experiences that are of benefit to the Company's business operations.
- An individual who is honest, ethical, virtuous, and responsible, whilst making sound decisions based on facts and rationality.
- An individual who has leadership, vision and courage to express an independent and different opinion.
- An individual who is able provide sufficient time to monitor the Company's business operations.
- An individual who is qualified according to the conditions prescribed under the Public Limited Companies Act, the Securities and Exchange Act, and the notification of the Stock Exchange of Thailand, as well as not disqualified according to the conditions prescribed thereunder. The qualifications and disqualifications include:
- Reaching the age of majority and considered sui juris.
- Not having been declared by the court as an insolvent, and incompetent or a quasi-incompetent person.
- Never been imprisoned under a final judgment on any corruption charge.
- Never been punished, or dismissed from employment from any organization, government entity, and government agency for any fraudulent or dishonest conduct
- Not named among the name list of the Stock Exchange of Thailand for disqualified individuals banned under its regulations from being a company director.
Independent Directors' Qualifications
- Not owning more than 1% of the total numbers of shares with the voting rights issued by the Company, its subsidiary companies, affiliates; or not being individuals who might have any conflict. This includes shares of any connected persons to such Independent Directors.
- Not having any involvement in the Company's management; nor being employees, staffs, or consultants who obtain regular salary from the Company; nor being an individual with controlling authority of the Company, its parent, its subsidiaries, its affiliates, or any other subsidiaries of a similar rank level, or any juristic persons which might have conflicts, as of now and at least two years prior to the Independent Directors' term of office.
- No direct or indirect blood relationships or any legal relationships (in the manner of parent, spouse, sibling, son or daughter and their spouse) with executives, major shareholders, person with controlling authority, or persons who will be nominated as executives or will have controlling authority of the Company and its subsidiaries.
- No business relationships with the Company, its parent, its subsidiaries, its affiliates, or any other subsidiaries of the similar rank level, or any juristic persons which might have conflicts that may impair the Independent Directors' ability to make independent judgments, as of now or at least two years prior to the current service term as an Independent Directors, as of now and at least two years prior to the Independent Directors' term of office.
- Not the Company's auditor, or a major shareholder, executive director, management, or managing partner of the Company's auditor.
- Not the Company's professional consultants ( such as legal advisor, financial advisor, assets appraiser etc.) who provides more than Baht 2 million per year of services to the Company, its parent, its subsidiaries, its affiliates, or any juristic persons which might have conflicts; nor a major shareholder, executive director, management, or managing partner of the Company's professional consultants.
- Have no direct or indirect benefits from or interests in any commercial or business transactions (such as those related to the ordinary course of business, lease or asset lease, assets or services , or financial assistances) with the Company, its parent, its subsidiaries, its affiliates, for a value of more than Baht 20 million or for the amount equivalent to, or more than 3% of the tangible assets of such companies, whichever is the lower amount. The value of such transactions shall be the cumulated one year before the date of such business relationships. The prohibited relationships also include being a major shareholder, executive director, management, or managing partner of any entity that may have such business relationships
- Not appointed as a representative of the Company's directors, its major shareholders, or the shareholders who is a related party to the Company's major shareholders.
- Not having any character which may impair the Independent Directors' ability to make independent judgments.
- The Independent Directors with the qualifications as prescribed in Clause 1-6 may be assigned by the Board of Directors to make collective decisions on the business operations of the Company, its parent, its subsidiaries, its affiliates, or any other subsidiaries of the similar rank level, or any juristic persons which might have conflicts.
2) The Company's directors and executives can take their positions as a director, an executive , or a controlling authority in the Company's subsidiaries or in other companies as per the conditions prescribed by the Securities and Exchange Commission, the Stock Exchange of Thailand, and other relevant agencies , as well as any appropriate approvals from the Board of Directors.
3) Each member of the Board must disclose their detailed resume to the public and when any change is made in the Company's directors.
Appointment of the Board of Directors
The appointment of members of the Board of Directors is undertaken in accordance with the Company's regulations and in compliance with the Public Limited Companies Act. The selection process for any nominated director posts shall be undertaken by the Nomination and Compensation Committee which shall select qualified candidates for the required directorship role and subsequently nominate the selected candidates to the shareholders' meeting for their appointments. The Company's regulations prescribe that the appointment of the members of the Board of Directors must comply with the Public Limited Companies Act, and shall proceed as follows:
- The shareholders' meeting elects any additional members of the Board of Directors or the replacement thereof under the following rules and procedure:
- A. Each share held in common stock shall be equivalent to one vote.
- B. Each shareholder is required to cast all their voting rights under A. to elect a candidate (or candidates) to be a director (or directors). Individual's votes cannot be fractionally divided evenly among all candidates.
- C. The candidate with the most votes shall be first elected; the next-ranked director position shall go to the candidate with the next highest number of votes and so on until the vacancies of all directorship position are filled. If the next-ranked candidates get an equal number of votes, the chairman chairing the meeting will have the casting vote.
- The Board of Directors shall select a candidate for any vacancy of directorship post caused by any cause other than a termination of their term.
Term of Office for the Board of Directors
In each of the Annual General Meeting of the Shareholders, one third of the Company's Board members shall complete their term of office which shall then expire on that date. If the number of the Board members cannot be split into three, then the number shall be rounded to the nearest number of one third.
Drawing lots shall be applied to end the office term of Board members on the first year and the second after the listing of the Company in the stock exchange. As for the subsequent years thereof, the Board members with the longest service term shall then resign from their posts. Resigned directors can be reelected for a new term of service.
Other than completion of their term of service, members of the Board of Directors can be removed from their position under the following circumstances:
- Disqualified or falling under conditions as prohibited under the Public Limited Companies Act
- Resignation due to a resolution of the Annual General Meeting of the Shareholders
- Resignation due to a court order
Roles, Duties and Responsibilities of the Board of Directors
- The Board of Directors should conduct their duties in accordance with applicable laws, the Company's objectives and regulations, and the resolutions of the shareholders' meeting. The Board members should perform their roles with honesty, care, and equitability towards all shareholders.
- The Board of Directors sets the Company's corporate policy and operational direction, while overseeing that the Company's management efficiently and effectively conducts its business operations according to the prescribed corporate policy and the Company's regulations. It also assures that the Company operates its business according to the principles of good corporate governance that shall contribute to the maximization of the Company's enterprise value and its shareholders' wealth.
- The Board of Directors shall report to the Company's shareholders about its operational performance in the shareholders' meeting and in the Company's annual report.
- The Board of Directors shall oversee that the Company maintains efficiency and accountability in its accounting system, financial reporting process, internal controls and internal audits.
- The Board of Directors shall afford a good corporate governance policy in writing and regularly review such policy.
- The Board of Directors shall oversee and monitor the Company's management to ensure that it ethically provides equitable treatments to all shareholders.
- Independent and non-executive directors are capable to freely exercise their independent judgments upon reviewing the Company's strategy, administration, resource utilization, director appointments, and operational standards. A role of the independent and non-executive directors is to counterbalance management or other directors in any conflicting issues or actions that may otherwise impact the equitability of all stakeholders.
- If necessary, the Board of Directors may seek advice or professional opinions from external consultants on the Company's operations. The costs thereto shall be absorbed by the Company.
- The Board of Directors shall oversee that there is a Company Secretary to assist and administer certain activities of the Company and its Board such as the shareholders' meetings, Board of Directors meetings. The Company Secretary shall also advise the Company and its Board on their compliance of requisite duties to applicable rules and regulations and shall assure the accurate, complete, transparent and timely disclosure of information by the Company and its directors.
- If any of the Board members has any knowledge of material inside information that may impact the price movement of the Company's stocks, that Board members must refrain from any trading of the Company's shares for a given period of appropriate timeframe prior to an official public release of such material inside information. No Board members shall disclose such material inside information to other person or persons; any violation thereof shall then carry the legal punishment in connection therewith.
- The Board of Directors shall report and update the "Report on the interest of Directors/ Executives" to the Company, in compliance with Company's regulations.
- New Directors should attend an orientation session on the Company's business operations.
Meeting of the Board of Directors
- The Board meets regularly, at least once every quarter, and additionally as necessary. The Company fixes the meetings of the Board of Directors in advance throughout the year and readily informs the directors of such scheduled meetings. In the case of urgency, there may be held a meeting of Board of Directors additionally according to suitability. In order that the Board of Directors may perform its duties efficiently, in holding a meeting of the Board of Directors the Company will send a notice to attend meeting stating the meeting agendas clearly. Each meeting will take about 1-3 hours. All directors are given opportunities to discuss and express opinions openly. The Chairman of the Company shall compile opinions and conclusions obtained from the meeting.
- Except for emergencies, the Company usually delivers the meeting invitation for the upcoming Board of Directors meeting with clear details of the meeting's agenda and the attached supplementary information to its Board members at least 7 days before the meeting date to allow them sufficient time for review and consideration.
- For each Board of Directors meeting, a quorum, as defined in the Company's regulations, is required.
- The Chairman of the Board shall be the one who approves the agenda items by consulting with the Company's management on such matters. The management shall consider any requests from other members of the Board regarding the insertion of additional items to meeting agenda for the Board's consideration.
- The Chairman of the Board shall be responsible for appropriate allocation of time for the management to propose their documents and information for discussion, and for the Board to discussion matters of relevance.
- During the Board meeting, the Chairman of the Board shall summarize important agenda issues for Board review and offer opportunities for any Board members to express their opinions prior to the finalizing of meeting resolutions.
- In reviewing any items on the meeting agenda, Board members with a personal interest or material relationship to such items must excuse themselves from the decision making process and take no part in the discussion or the vote.
- The Board members are entitled to access or request of essential information, advice and assistance from the Company's management on issues relating to the Company's operation, and can request for independent opinions from external consultants.
- Minutes of each meeting are recorded in writing verified by the Chairman, President and Company's Secretary and presented to the Board of Directors for consideration before they are adopted at the next meeting. The documents which are filed comprising the minutes of the meeting which are in the form of original hardcopy files and in the form of electronics file, including the meeting documents, for the purpose of easy reference by the directors and concerned persons. In 2015 the Board of Directors held 7 meetings.
Evaluation of Performances of Board of Directors and Committees (Self-Assessment)
The Board of Directors has passed a resolution approving an evaluation form of the entire Board of Directors and an individual evaluation form of the Board of Directors for use in the evaluation of their own performances, whereby the Board will make such an evaluation at least once a year, so that it may consider reviewing its accomplishments, issues and obstacles in the past year, and also preparing a summary of results of evaluation of its directors for consideration by the Board in order that the said evaluation be used in improving the operations so as to make it more efficient. Further, the Company also makes an evaluation of the performances of the Audit Committee and Compensation and Nomination Committee at the same time
Remuneration for the Board of Directors
- The Board of Directors are appropriately compensated in relation to their assigned roles, duties and responsibilities.
- The Board shall disclose the report of the Board member remunerations individually and as a collective body, in the Company's annual report in compliance with its good corporate governance policy.
- The remuneration of the Board members shall be proposed by the Compensation and Nominating Committee to the shareholders' meeting for its approval.
The Board appointed the following three sub-committees to undertake the assigned tasks:
- Executive Committee
- Audit Committee
- Compensation and Nominating Committee
- Risk Management Committee
- Executive Committee
Composition of the Executive Committee
- The Executive Committee comprises skilled and qualified individuals in management.
- The Chairman of the Executive Committee can only be selected from the Board members.
Appointment of the Executive Committee
The members of the Executive Committee are appointed by a resolution of the Board of Directors.
Roles, Duties and Responsibilities of the Executive Committee
The Executive Committee, together with the Company's management reviews and proposes corporate policy, direction, strategy, objectives, business plan, budget and authority framework of the Company and its subsidiaries to the Board of Directors for their approval. It also oversees and governs the Company's business operations to be in line with its targeted objectives and approved business plan. The Committee is involved in the approval of the Company and its subsidiaries' business activities under the framework of authorized power assigned by the Board of Directors. It also scrutinizes matters proposed by the Company's management for submission to the Board of Directors, if such matters are not within the scope of its proper authority.
Approvals by the Committee shall not involve transactions that the approvers, being either the committee members or its assigned power of attorney, have any material relationship or any conflict of interest or a possible perceived conflict of interest with the Company or its subsidiaries, except for the approvals made in accordance with the permitted policy and authorized regulatory framework which have already been approved by the Board of Directors. (The conflict of interest is defined as prescribed and notified by the Securities and Exchange Commission.)
Remuneration for the Executive Committee
The remuneration of Executive Committee shall be proposed by the Compensation and Nominating Committee to the shareholders' meeting for its approval.
- Audit Committee
The Board of Directors emphasizes the importance of a good corporate governance system, transparent business operation, and legitimate actions. It encourages honest conduct towards the Company's shareholders, Business Partners, and customers. Thus, the Audit Committee maintains an important role in assisting the Board of Directors in its good governance functions. The Committee assures the Company's stakeholders of its compliance with corporate regulations, operational code of conducts, and appropriate maintenance of efficient internal controls, without compromising on matters such as conflict of interest and fraud. The Board of Directors prescribes the Audit Charter as follows:
Composition of the Audit Committee
- The Audit Committee consists of at least three Independent Directors who are non-executive of the Company.
- At least one member of the Audit Committee must possess enough knowledge and experience in accounting and finance to review the accountability of the Company's financial statements. The member of the Audit Committee who is qualified in this respect is Mr. Chainoi Puankosoom ( See Annex 1 : Detailed information on Directors, Executives, and Executives with controlling authority in the Company)
- The Secretary to the Audit Committee may be the Company Secretary or the Chief of the Internal Audit Department.
Appointment of the Audit Committee
The Board of Directors shall select and appoint members of the Audit Committee.
Qualifications of Audit Committee
- Not owning more than 1% of the total numbers of shares with the voting rights issued by the Company, its subsidiary companies, affiliates.
- Not being individual who have any financial or other interest in the company's management and business.
- In case of that Audit Committee holding the position of Independent Director of other companies in Company's group, he/ she shall disclose remuneration paid from those companies.
- No direct or indirect blood relationships or any legal relationships with executives, and major shareholders.
- Not appointed as a representative of the Company's directors, its major shareholders, or the shareholders who is a related party to the Company's major shareholders.
- Shall be able to give opinions, and perform duties assigned by Board of Directors independently, without controlling by executives, major shareholders, and other persons who might have conflict.
Roles, Duties and Responsibilities of the Audit Committee
The Audit Committee is required to report to the Board of Directors and has the following roles, duties and responsibilities:
- Arrange to review and assure that the Company presents its financial reports with accuracy and sufficient disclosure. It shall coordinate with the external auditor and relevant executives who are assigned the responsibility of the quarterly and annual financial reports. During the audit process, the Audit Committee may offer its suggestions to the auditor to review or audit certain transactions or items that it deems necessary and significant.
- Arrange to review and assure that the Company has internal control and audit systems which include:
- 2.1 Consider the appointment, removal, and termination of the Chief of the Internal Audit Department in order to assure the independence of the internal audit function.
- 2.2 Assess the independence of the internal audit function by reviewing its actions, reports, and authority structure
- Review that the Company acts in compliance with the securities and stock exchange laws, the regulations of the Stock Exchange of Thailand, and the laws and regulations which relate to its business operations.
- Assess, select, and make relevant proposal for appointment and remuneration of the Company's auditors, which include:
- 4.1 Review the independence of the auditor.
- 4.2 Hold at least one meeting annually with auditors, without the presence of any members of the Company's management team, to seek the auditor's views and opinions.
- Consider related transactions or transactions that may be perceived as causing any conflict of interest to assure lawful practices and regulatory compliances, as well as rationality and maximized corporate interest.
- Arrange to have the Audit Committee Report disclosed and published in the Company's annual report. The report is undersigned by the Chairman of the Audit Committee and includes at least the following information:
- 6.1 Opinions on accuracy, completeness and accountability of the Company's financial statements.
- 6.2 Opinions on adequacy of the Company's internal control system.
- 6.3 Opinions on compliance with the securities and stock exchange laws, the regulations of the Stock Exchange of Thailand, and the laws and regulations which relate to its business operations.
- 6.4 Opinions on suitable qualifications of the auditor.
- 6.5 Opinions on transactions that may be perceived as causing any conflict of interest.
- 6.6 Number of meetings of the Audit Committee and the record of attendance of each member of the Audit Committee.
- 6.7 Opinions or general remarks of the Audit Committee regarding their actions according to the Audit Charter.
- 6.8 Other issues under the assigned scope of the Audit Committee's duties and responsibilities that it perceives that shareholders and investors ought to be aware of.
- Other actions assigned by the Board of Directors, and approved by the Audit Committee.
- In conducting its duty, if the Audit Committee discovers or has any doubts that there are any transactions or actions that may materially impact the Company's financial position and operational performance, the Audit Committee shall report to the Board of Directors for appropriate rectification within the Audit Committee's prescribed timeframe.
Meeting of the Audit Committee
- The Audit Committee meets at least four times a year, and the Chairman of the Audit Committee may additionally call a special or extraordinary meeting as necessary if an emergency decision needs to be made.
- Before each meeting date, the meeting notification with clear details of the meeting agenda and the attached supplementary information shall be delivered to the Audit Committee members, as well as other meeting participants, to allow them sufficient time for review and consideration, and for further request of extra information if so required.
- For each Audit Committee's meeting, at least two-thirds of the Committee members should be present in order to make a quorum.
- In reviewing any items on the meeting agenda, the Audit Committee members with a personal interest or material relationship to such items must excuse themselves from the decision making process and take no part in the discussion or the vote.
- The Secretary to the Audit Committee has no voting right.
- The Chairman of the Audit Committee shall regularly report on each of the Committee's meetings to the Board of Directors in the upcoming Board meeting.
Term of Office for the Audit Committee
- The Audit Committee members have a three years term of office. Upon completion of their term of services, they should not be automatically reappointed, but can be reappointed if agreed upon by the resolution of the Board of Directors.
- The Audit Committee members can be additionally appointed and removed in accordance with the discretionary decisions of the Board of Directors or by the resolution of the shareholders' meeting.
- The term of office of the Audit Committee members shall end under the following circumstances:
- Completion of their term of service
- Resignation from their directorship
- Disqualified or falling under conditions as prohibited under the Company's regulations or the regulations of the Stock Exchange of Thailand
- Resignation due to a resolution of the Board of Directors
- If there is any vacancy of the Audit Committee members position other than a relevant completion of the members' term of service, the Board of Directors shall appoint any qualified individual to replace such vacancy. The newly appointed member shall complete the remaining term of office of his predecessor. The notification of such appointment should be made to the Stock Exchange of Thailand. In the event that the Company asks for the resignation of the Audit Committee members prior to the completion of their term of service, the Audit Committee can supply the relevant reasons thereof to the Stock Exchange of Thailand and the Securities and Exchange Commission.
Remuneration for the Audit Committee
The Compensation and Nominating Committee shall initially review the Audit Committee's remuneration and subsequently submit its recommendation to the relevant Board of Directors meetings for reconsideration prior to its final proposal to the shareholders' meeting for its approval.
- Compensation and Nominating Committee
Appointment of the Compensation and Nominating Committee
The Board of Directors shall be responsible for selection and appointment of the Compensation and Nominating Committee.
Roles, Duties and Responsibilities of the Compensation and Nominating Committee
- Define rules and policies for the selection of the nomination of Directors and Sub-Committee members of the Company.
- Review and select qualified candidates to fill the directorship positions in the event of the vacancy thereof, and submit its recommendation to the Board of Directors for approval and/or for reconsideration prior to its further proposal to the shareholder meeting for its approval, whatever the case may be.
- Review and select qualified candidates to fill the senior management positions from the level of the Managing Director or above in the event of a vacancy thereof.
- Review and propose the name list of qualified candidates for the Sub-Committee members to the Board of Directors in the event of a vacancy thereof.
- Review and set necessary and appropriate remuneration and benefit schemes, both in monetary and non-monetary terms, that are suitable incentive for encouraging and retaining the members of the Board of Directors and the members of the Sub-Committees and/or to propose such remuneration and benefit schemes to the shareholders' meeting for its approval.
- Prepare rules and policies on remuneration of the Board of Directors, the Audit Committee, and the Nomination and Compensation Committee itself to submit to the Board of Directors and/or the shareholders' meeting for its approval, whatever the case may be. The consideration criteria shall be based on the Company's operational performance, the scope of duty and responsibility of each of the committees, as well as experience, knowledge, and responsibility of the directors and committee members in comparison to other companies in the same industry.
- Review and set necessary and appropriate remuneration and benefit schemes, both in monetary and non-monetary terms that are suitable incentive for encouraging and retaining the senior management from the level of the Managing Director or above. The consideration criteria shall be based on assessments of their work dedication and the Company's operational performance.
- Provide explanations and answers to the shareholders' questions on directors' remunerations in the shareholders' meeting.
- Undertake any other tasks as may be assigned by the Board of Directors and approved by the Compensation and Nominating Committee.
Remuneration for the Compensation and Nominating Committee
The Board of Directors shall set the Committee's remuneration and propose this to the shareholders' meeting for its approval.
- Risk Management Committee
Appointment of the Risk Management Committee
The Board of Directors shall be responsible for selection and appointment Roles, Duties and Responsibilities of the Risk Management Committee
- To prescribe strategies and policies, as well as setting targets of risk management of the entire organization, for use as guidelines for effective risk management by the Management so that it be carried out in the same direction.
- To prescribe the frame of integrated risk management which shall cover major risks of the business, such as, business risk and operational risk, etc.
- To laydown risk management system so as to reduce any effects that may occur to the business operations of the Company permanently, including arrangement for regular risk assessment.
- To prepare and approve suitable risk management plan, by assessing risk factors that may affect the business operations of the Company, and prepare risk management plan at all levels through brainstorming among the executives and staff from
- To develop the efficiency risk management and examine it for suitable risk management.
- To encourage the executives and staff so that they be aware of the importance of management and administration of risks that may cause the Company not being able to achieve its targets including to persuade into the risk management at all levels of the organization, while at the same time embedding it as a culture of the organization.
- To monitor the progress in complying with the risk management plan of the Company, and provide advices and recommendations in regard to risk management.
- To communicate with the Audit Committee about significant risks that may affect the internal control to report to the Board of Directors of the risks and the progress of management such risks.
- Executive Director
Appointment to the Executive Director
The Board of Directors shall select the Executive Director and propose to Sub – Committee and President or Executive Director .
- Company Secretary
Roles, Duties and Responsibilities of the Company Secretary
- Undertake its duty with responsibility, cautiousness, honesty, and in accordance with applicable laws and regulations.
- Manage and coordinate the meeting of the Board of Directors, the meeting of the Sub-Committees, and the shareholders' meeting. It also oversees that actions are taken in compliance with the Company's objectives and regulations, the Board's resolutions, the resolutions of the shareholders' meeting, as well as in accordance with applicable laws and regulations.
- Prepare, keep, and safeguard the Company's documents such as director record, notification of meeting invitation, minutes of the Board of Directors' meeting, minutes of the shareholders' meeting , annual report etc.
- Keep and safeguard the report on the interest of Directors and Executives, and submit such report to the Chairman of the Board and the Chairman of the Audit Committee within 7 business days from the date of its receipt.
- Other actions prescribed by the Capital Market Supervisory Board.
The Company supports the participation of its Board members, executives and employees in relevant training and seminars as a part of its knowledge management scheme. Such training and seminars include the courses organized by the Thai Institute of Directors, the Stock Exchange of Thailand, the Securities and Exchange Commission, and other agencies
Corporate Governance for the Company's Subsidiaries and Affiliates
The Company has seconded its corporate representatives to be the Directors, Executives and Executives with controlling authority in its subsidiaries and affiliates in accordance with its proportionate shareholding quota, to oversee business operations of its subsidiaries and affiliates. (See Annex 1.3 : Shareholding Structure of the Company's Group and Annex 2 : Detailed information on directors of the Company's subsidiaries)
The Directors and Executives of the Company can take the assigned positions as Directors, Executives and Executives with controlling authority in the Company's subsidiaries and affiliates, subject to conditions as prescribed by the regulations of the Securities and Exchange Commission and other relevant authorities, as well as any appropriate approvals from the Board of Directors.
The persons who are assigned to be Directors, Executives, and Executives with controlling authority in the Company's subsidiaries and affiliates shall have the duty to best serve those entities. In addition, for any resolution or any vote casting on important matters of the Company's subsidiaries and affiliates, which require the Company's Board of Directors' approval, if required to be undertaken by such subsidiaries and affiliates, the assigned Directors and Executives must seek appropriate approval from the Company's Board of Directors prior to the making of such resolution or casting of any such vote on those important matters.
In the case of the Company's subsidiaries, the assigned Directors and Executives must ensure that the subsidiaries collect and safeguard their information and accounting records for review and compilation that may be required for the purpose of the preparation of the Company's consolidated financial statements, as well as to oversee that such subsidiaries have relevant regulations, which are compatible with the Company's practices, to monitor related party transactions.
Monitoring of Internal Information Usage
The Company pays attention to supervision and oversight of the use of internal information to be in line with the principles of good corporate governance and according to good business ethics. In order to assure its investors that the Company makes prompt, accurate, equitable and sufficient disclosure of information, particularly on the use of internal information as prescribed by the Stock Exchange of Thailand, the Company issued the following rules on its supervision and oversight of the use of internal information as well as its regulation on securities trading of its directors, executives and employees which are in compliance with applicable securities laws. The rules and regulations are also prescribed to ensure corporate transparency. The important contents are as follows:
- Its Directors, Executives and employees at all levels must not make use of the Company's internal information that may significantly impact the movement of the Company's share prices, for their own benefits or the benefits of others, before the revelation of such information to the public or to the Stock Exchange of Thailand. These individuals are prohibited from trading of the Company's securities, for a period of 30 days prior to the public disclosure of the Company's financial statements and at least 24 hours after the public revelation of any such statements.
- Its Directors, Executives and employees who have any knowledge of any material internal information which may have any impact on the trading prices of the Company's securities must exercise caution in their trading of securities of the Company during a period of one month prior to any public release of the Company's financial statements or of such internal information, and during a period of 24 hours after such internal information is released to the public.
- Its Directors and Executives are required to report on their holding of the Company's securities, as well as on the holding thereof of their spouse and underage children to the Securities and Exchange Commission.
- The Company has strict rules on security and safety of its computer system and on disclosure of its information, aiming to protect against any misuse of important data and information by any of its Directors, Executives and employees. The staff involved with internal information shall not disclose it prior to any report and disclosure of such information to the Stock Exchange of Thailand.
- The Company has severe punitive measures against any violation of the above mentioned rules and regulations, which is deemed as a serious misconduct, and therefore shall be regarded as cause for disciplinary action and may face legal action according to applicable laws.
The Audit Committee performs its duties in reviewing the assessment results of the Company's internal controls, offering its recommendations to the management for proper improvement of the internal control system to be compatible with the Company's business operations, giving suggestions that standard work manuals of all departments should be prepared to enhance work efficiency and effectiveness, and reviewing that accounting system and financial reporting are reliable, accountable, and strictly complied with applicable laws and the Company's business rules and regulations. During the Audit Committee Meetings which are held on a quarterly basis, the Committee pays attention to the regular reporting of the internal control system. It is a main agenda item that the Committee shall give their opinions on the internal control system.
Each year, the Committee meets with the Company's internal and external auditors on a quarterly basis to monitor and follow-up on the Company's internal control system. The Board of Directors and the Audit Committee share the same opinion that at present the internal control systems of the Company and its subsidiaries are sufficient and adequate.