The Board has determined that good corporate governance is an important policy of the Company. The Company will strive to adhere to the principles of good governance towards international standards for the benefit of all stakeholders. The Company has opened the opportunity for the stakeholders to recommend and give suggestions through the website: www.ifec.co.th, under Investor Relations where all recommendations will be collected, screened and forwarded to the Board of the Directors. The Company is poised to be an efficient organization that has good corporate governance and management as well as morality in conducting the business without corruption, being transparent and accountable according to the objectives of good governance. The Company has set up various policies for the Company and its subsidiaries such as the Good Corporate Governance policy, Ethics and Conducts policy including Anti-corruption policy and Code of Conduct policy (for directors, executives and employees), etc. The Company has presented the above policies to the Board for approval and has the directors, executives and employees sign the acknowledgment and practice accordingly. The Board has also passed such policies to other committees to sign the acknowledgement and adhere to them as well.
Policy on Corporate Governance
The Company has always recognized the importance of corporate governance practices coupled with developing social and environmental sustainability as well as internal control and internal audit with adherence to integrity for stability and preventing conflict of interest. The Company has arranged sub-committees to assist in overseeing various aspects and handle significant risks to the Company and its subsidiaries i.e. the Audit Committee, the Executive Committee and the Nomination and Remuneration Committee. The Subcommittees will oversee the compliance with the vision, mission, goals and strategies of the Company and communicate the written and approved policy from the Board to all subsidiaries for execution in the same standard.
Good corporate governance consists of the principles and practices that the Board, the executives and the employees would adhere to are as follows:
Rights of Shareholders
The Company and the Board recognizes and respects the rights of all shareholders that each one has the rights as the owner and shall enjoy fundamental rights as shareholders equally in accordance with the Company's regulations and other related laws such as the right to propose an agenda prior to the meeting, the right to attend the meeting, the right to vote, the right for proxy appointment and the right to nominate persons to serve as a director to the Board at the General Meeting of Shareholders at the same time and the right to have a share in profits.
In addition, the Company is required to facilitate the shareholders of voting rights such as specify in the Notice of Meeting, determining the form of proxy that entitles the shareholder to direct the voting of proxies, the right to make important decisions that may affect the Company's capital increase, the trading or transfer of the whole or in parts, etc. Therefore, the shareholders meeting are regarded as an important forum for shareholders to express their opinions, ask questions and vote on decisions. The shareholders are entitled to attend the meeting with enough time for consideration and acknowledge the votes.
The Company has set the annual general meeting of the shareholders be held once a year within 4 months after the end of each financial year and a special session must be approved in case there is an urgent need which is affecting or relating to the interests of shareholders or conditions or rules. The applicable law must be approved by the shareholders. The Company will call an extraordinary meeting on a case by case basis.
Prior to the Meeting
The Company has provided opportunities for the shareholders to propose the agenda to the General Meeting of Shareholders or the nomination of persons to be elected as director to the Board at the General Meeting at the same time. The Company has informed the SET for the proposed agenda that the shareholders have to send to the Company prior to the meeting. The shareholders can propose via the Company's website: www.ifec.co.th. In the meantime, the Company has also displayed the Notice of the Meeting with complete descriptions on the Company's website 30 days prior to the meeting and has delivered the Notice of the Meeting to all shareholders whose names appear in the registration book as of the book closing date. The Company has entrusted the Depository for Securities (Thailand) Co., Ltd. which is the share registrar of the Company to send the invitation letter to the shareholders 14 days before shareholders meeting and disclosed such on the Company's Web site: www.ifec.co.th, 30 days prior to the meeting so that the shareholders will be notified and have enough time to prepare and study the information. The invitation letter to the shareholders meeting consists of a map of the venue, detailed information on each agenda, Annual Report, details of the directors and auditors, rules and regulations in connection with the meeting including documents for the meeting, documents used in appointing the proxy and clear proxy appointment as well as providing an independent director to act as proxy for the shareholders. If the shareholder wishes to appoint a proxy to attend the meeting, he can appoint any person or an independent director who has no interest in the meeting. In addition, the shareholders can also download the proxy form from the Company's web site. The Company has also announced the Notice of the Annual General Meeting of the Shareholders in the newspapers for at least 3 days and not less than 3 days before the meeting.
Date of the Meeting of the Shareholders
The Company has provided the shareholders to register at least 1 hour prior to the meeting and has facilitated the shareholders such as site preparation by taking into account the convenience of shareholders to attend the meeting. The Company also arranges adequate staff for reception and registration with necessary technology to use in the meeting such as the votes counting program and ballots for each agenda including duty stamps to facilitate the proxies as well.
Before each shareholder’s meeting, the Company will notify about the number/percentage of shareholders and the shareholder who are proxy as well as the clarification of the procedures for voting and vote counting to ensure transparency. The agenda will be arranged as specified in the Notice (no alternate agenda) or neither additional agenda other than that specified in the Notice of the Meeting as well as open for an opportunity for shareholders to participate in the meeting with questions and comments. The Company is happy to answer any questions that the shareholders want to know and listen to the suggestions for the benefit the Company. In each meeting, the minutes will be recorded accurately and concluded with voting and the vote count.
The previous shareholders meetings would include the Board of Directors, the Audit Committee, the Executive Committee and Senior Executives, the Auditors, Independent Financial Advisors, and Legal Advisors to monitor the vote in case of dispute in the meeting. The Board has given priority to the shareholders meeting by attending each meeting if there is no critical mission.
After the Meeting
After the meeting, the Company would announce the resolution of the General Meeting of the shareholders via the Stock Exchange of Thailand's information system on time as scheduled and can deliver the minutes of the meeting with complete significant points to the SET within 14 days after the meeting and have it published in the Company's Web site: www.ifec.co.th within 14 days after the meeting.
Equitable Treatment of Shareholders
The Company recognizes the importance of treating all shareholders fairly and equally with regard to the rights of each shareholder wheather it is a major shareholder, a small shareholder, an institutional investor or foreign shareholder regardless the gender, age, race, nationality, religious belief or political opinion.
- The Company has secured the rights of the shareholders and treated all shareholders equally with the preparation and dissemination of the information both in Thailand and English.
- The Company has provided the opportunity for the shareholders to propose the agenda of the General Meeting of Shareholders or to nominate persons to be elected to the Board of Directors at the General Meeting of Shareholders at the same time. The Company has informed the SET that the shareholders can send the agenda to the Company prior to the meeting via the Company's website: www.ifec.co.th.
- If a shareholder cannot attend the meeting because of inconvenience, the shareholders shall be entitled to appoint an Audit Committee or Independent Director or any other person to attend and vote on his behalf. The Company encourages the shareholders to use the proxy form by providing the proxy forms both Form A, B and C as announced by the Department of Business Development, the Ministry of Commerce. The proxy who is legitimate and has filed a proxy statement shall have the right to attend and vote as the shareholders in all respects. The shareholders are entitled to receive the profile and the work information of each independent Director for consideration.
- The Company has provided a ballot in every agenda if the shareholders oppose or abstentions.
- For the appointment of director session, the Company will provide the voting for the shareholders to exercise the right to appoint directors individually
The Board has taken measures to prevent directors, executives and employees from using insider information for the benefit of themselves or other persons which is unfair to other shareholders. The Company considers that the directors, executives and employees must be responsible to keep confidentiality strictly, in particular the information that is not made public and could impact the business or securities prices. The directors, executives and employees and those involved (spouses and minor children of the directors and executives) would not take advantage from their status in pursuit of their own interests and in doing business that competes with or related to the Company including not using inside information to their benefits in trading of the securities of the Company and not disclose confidential information to the competitors even after ceasing to be the directors, executives or employees of the Company.
The Board has determined that the Board, the executives and the first 4 persons who hold the management positions down from the top level executive, all those in the same level of the fourth person, those hold the position higher than or equal to the Accounting and Finance Manager as well as the spouse and minor children must report on conflicts of interest, according to the Securities and Exchange Act B.E. 2535 and Capital Market Supervisory Board Notification within 1 month from the date of appointment or within 1 month after the end of the quarter or when there are information changes from the last report.
The Company recognizes the importance on the transactions that may have conflict of interests or related items and will determine the prices and conditions as the transactions with third parties for the benefit of the Company as a whole. Any transaction with a conflict of interest with the Company, the stakeholders in this transaction will have no voting rights in the appoval or making decision on such transaction.
Roles of Stakeholders
The Company recognizes that the relationship and cooperation between the Company with all stakeholders whether the shareholders, directors, executives, employees, creditors, customers, partners as well as the local community and national level are factors that promote the Company to grow sustainably even though the needs and interests of each party are different. Therefore, in dealing with each other, a clear policy must be set to suit the requirements and each party must adhere to its responsibilities towards all related persons. The Company is committed to do its business with transparency, integrity and responsibility and taking into account the social and environment. Therefore, the Company has set the following policies and guidelines for various groups of stakeholders as follows:
- Dealing with shareholders
- The Company recognizes the basic importance and respects the rights of all shareholders equally such as the right of ownership or the right to sell or transfer shares or the rights to be informed of the Company's information through various channels in a reasonable time, or the right to attend the shareholders meeting, the right to vote or the right to appoint a proxy to attend the meeting and vote or the right to be informed of the rules and how to participate in the meeting or the right to comment and ask questions at a meeting of shareholders or the right to appoint or removal of the Board or the right to vote for the appointment and remuneration of the Auditors or the right to receive dividends, and so on; so the disclosure of information would be transparent, fair and reliable.
- Report to the shareholders of the status of the organization regularly, fully and truthfully as well as report the financial condition of the Company and its subsidiaries regularly according to the international practice of capital markets both in the country and abroad.
- Report to the shareholders of the future trends of the organization, both positive and negative with sufficient rationale.
- The Company and subsidiaries have the policy to record all transaction with accuracy and completeness in accordance with Accounting Standards and applicable law through the examination of the internal auditors, the Audit Committee and the independent auditors.
- Dealing with employees
- The Company realizes that the employees are the driving force and a great asset to the Company. The Company is ready to support the development of all employees to be more competent by arranging them care and treatment equally and fairly such as healthcare programmer with AIA Co., Ltd. At present, even the Company has changed its business with new management structure but we still remain committed to providing employees the savings for the future and continue to arrange a Provident Fund for the employees just like in the past. In 2015, the Company has selected TISCO Asset Management Co., Ltd. as the administrator of such fund. The employees would pay 5% into the fund and the Company makes another 5% contributions. In addition to the above benefits, the Company also arranges training and capacity development programs for the employees on a regular basis such as in-house training on quality system, sending the employees to attend the courses of the Institute of Directors of Thailand or of the SET to develop and enhance the performance of the employees.
- Providing fair compensation to the employee
- Taking care of the environment in the workplace for the safety of the lives and property of the employees.
- Promotion and transfer of employees as well as reward and punishment is done in good faith and based on the efficacy and suitability of the employees.
- Giving priority to the development of knowledge, talents and skills of the employees by providing the fair opportunity consistently.
- Compliance with laws and regulations related to the employees strictly.
- Dealing with customers
- Delivering quality products that meet or exceed the expectations of our customers under fair conditions.
- Keeping the confidentiality of customer and not to use it for own benefit or related persons.
- Responding quickly to customer’s needs and provide a system and a channel for customer to complaint about quality of the products and services effectively.
- Dealing with suppliers and/or the creditors
- Treating the customers and creditors equally and fairly on the basis of obtaining a fair return on both sides.
- Compliance strictly with the contract or conditions as agreed. In case of non-compliance with any terms, the suppliers and/or the creditors must be informed immediately for mutually solving the problem.
- In business negotiations, we would refrain from demanding or pay dishonest benefits from and to business partners and/or creditors.
- If there is information about demand, receipt or payment of any dishonest benefits, the suppliers and/or creditors must be notified in order to quickly resolve the problem with justice.
- Reporting financial information to the creditors accurately and on time.
- The Company intends to supply goods and services that are up to the standards and ethics by operating under the principles as follows:
- Allowing the competitive bidding and selection appropriately and fairly.
- Applying the criteria for evaluation and selection of suppliers.
- Preparing contracts that are appropriate and internationally.
- Providing management and monitoring systems of the compliance of the contract to ensure that compliance with the terms of the contract has been done in its entirety in order to prevent corruption at all stages of the procurement process.
- The Company aims to develop and maintain a sustainable relationship with suppliers who have clear objectives in technical quality, the value of the goods and services that deserve value for money and mutual trust.
- The Company has no policy for directors and employees to receive any personal benefits from the suppliers.
- Dealing with business competitors
- Operating under the rules of the competition.
- Not seeking confidential information of competitors by means of dishonest or improper method such as bribing the employees of competitors.
- Not discredit the competitors by false accusation.
- Practices on safety, occupational health and environmental
- Compliance with safety, occupational health and environmental laws.
- Supporting and promoting the use of resources efficiently with measures on energy conservation as well as resource recovery process throughout the business processes.
- Providing the system that focuses on the safety and sanitation in the workplace such as the protection of pollution that may occur during operation, arranging the workplace to be clean and sanitary for both the staffs and visitors would be safe from accidents and diseases.
- The executives and employees must be taken seriously for all activities that will enhance the quality on occupational health and environment including compliance with the safety and environmentally conscious at all times.
- Disclosing the relationship of the Company's operations associated with safety, occupational health and the environment and communicates to the employees and related persons continuously.
- Social Responsibility, community and society
- Being responsible and commitment to the preservation of the environment. As well as the local tradition that the organization is located.
- Carrying out the activities for the society, community and environment that give the community a better life quality both on our own and in partnership with government and the community.
- Preventing accidents and control of emissions to levels below acceptable standards.
- Responding rapidly and effectively to events that have an impact on the environment and the community due to the operation of the company by cooperating fully with the authorities and related units.
- Carrying out business activities that consider the benefits and sustainability of the community and society.
- Promoting the involvement of the communities and civil organizations in attending the meeting, exchanging the ideas and cooperating with other units to develop the lives of the community regularly.
- Setting up a plan and measure for prevention/correction in case of the environmental impact to the community as a result of the operations of the Company.
- Arranging activities that contribute to the society with the involvement of the employees and encourage the employees to practice as good citizens with volunteering spirit.
- Promoting religion and culture, local customs and traditions preservation.
Major disputes with stakeholders:
The Company has no significant disputes with stakeholders.
- Dealing with shareholders
Disclosure and Transparency
The Company recognizes that the information in all aspect may affect the decision of investors and stakeholders. The Company thus discloses the information that is complete, adequate, reliable, timely and undistorted. Information disclosure is a measure of transparency in business and a major factor in building confidence among investors. The Company has given importance to information disclosure and increased channels to provide the information constantly and distributed to shareholders, investors, analysts and the general public through various channels such as arranging for Investor Relations Unit or personnel to be responsible the "Investor Relations", to communicate with investors and other parties involved. We also publish the information through the SET's channel as well as the Company's website. The Company is determined to do the following:
- Disclosing the information whether the financial and non-financial that is reliable and timely so the shareholders and stakeholders would receive the information equally according to the law and regulations of the Company. Preparing and updating the information on the website consistently and in an up-to-date manner to ensure that the shareholders will find the information for further consideration and contact with the department responsible for the information quickly and efficiently.
- Giving the emphasis on relationship management with all stakeholders. Assigning the Investor Relations Department to publicize the information on the operation and performance of the Company for the benefit of the shareholders, investors, analysts, employees as well as the public regularly and proactively. Promoting various channels of communication with investors, analysts and related people to allow them for inquiry and receive the information through the Road Show, meetings with investors and analysts, etc.
- Preparing the balance sheet, profit and loss statement, the auditor's report and the Annual Report of the Board of Directors to be proposed to the Annual General Meeting of Shareholders for approval.
- The annual report must present a review and outlook of the Company which is easily understood together with the Auditors report and the report on the necessary administration for various analyses. In addition to the financial report, there must also include the audit report, the attendance of directors and/or the sub-committees report by comparing with the number of meetings the Board of Directors and/or the sub-committees for each year.
- The Board of Directors and the Executive Committee must report the change in shareholding of the Company according to the rules of the SEC.
The Company considers that the Board of Directors has a very important role in corporate governance to protect the best interests of the Company. Therefore, the Board is responsible for the operations of all the stakeholders, setting the policies, overseeing the management and operations to achieve the objective, policy and goals, vision, and independence in decision making based on the best interests of the Company and its shareholders, has the expertise and experience for the benefit of the Company, as well as being dedicated and devoted to fully perform the duties and responsibilities.
The Board is appointed by the shareholders to oversee the operations of the Company, appointing the management to be responsible for the business, appointing the sub-committee to be responsible for specific assignments and appointing the auditor of the Company as well as the Company Secretary for the implementation of and compliance with the law as well as the Company's regulations. The Board has the authority to make decision and oversee the operation of the Company except the following matters that the Board must notify or get an approval from the meeting of the Shareholders before taking any action:
- The matters required by the law to be approved by resolution of the shareholders' meeting.
- The business of the same nature and in competition with the business of the Company
- Connected Transaction or the acquisition or disposition of assets of the Company or its subsidiaries to comply with the rules and procedures of the Capital Market Commission and regulations of the Stock Exchange of Thailand for such matters.
The Structure of the Board and the Management
The Company has the Board of Directors in a reasonable amount, sufficient to operate the business according to the regulations of the Company and to provide a check and balance. In addition to In addition to the Audit Committee, the Board has set up the Executive Committee and the Nomination and Remuneration Committee by the approval of the Board's meeting and the duties of the Committees are clearly defined in writting. Additionally, the Company has determined that the Chairman and Chief Executive Officer must not be the same person in order to balance and review of management and no one has unlimited authority.
The structure of the Board of Directors is consisted of 3 sub-committees: the Audit Committee, the Executive Committee and the Nomination and Remuneration Committee. Their performance can be summarized as follows:
The Independent/Audit Committee
Roles and Responsibilities of the Audit Committee
The Audit Committee has as assigned by the as follows:
- To review that the Company has financial reporting that is accurate and adequate.
- To review that the Company's internal control and internal audit is appropriate and effective and to consider the independence of internal audit function as well as giving approval of the appointment or dismissal of the head of internal audit or other units responsible for the internal audit.
- To review that the Company complies with the laws on securities and the Stock Exchange that relate to the Company's business.
- Considering the nomination of an independent person to act as auditor of the Company and offer theremuneration for such persons including a meeting with the auditor without management participants at least once a year.
- Considering the connected transactions or transactions that may have conflicts of interest to be in accordance with the laws and regulations of the Stock Exchange to ensure that such transactions are reasonable and beneficial to the Company.
- To disclose a report of the Audit Committee Committee in the Company's annual report which has to be signed by the Chairman of the Audit Committee and shall include at least the following:
- Opinion about accuracy, completeness and reliability of the financial statements of the Company.
- Comments on the adequacy of the system of internal control.
- Opinion on compliance with the law on Securities and the Stock Exchange, requirements of the Stock Exchange or laws relating to the Company's business.
- Opinion on the suitability of the auditor.
- Opinion on transaction that may have a conflict of interest.
- Number of the meetings of the Audit Committee and the attendance of each Audit Committee's member or observation that the Audit Committee has recieved from performing the duties by the Charter.
- Other issues that the shareholders and investors should be aware of under the roles and responsibilities as assigned by the Board of Directors.
- Perform any other duties as the Board assigned with the approval by the Audit Committee.
- In performing the duties of Audit Committee, if there is found or suspected of transaction or action below which may impact significantly on the financial position and the performance of the Company, the Audit Committee must report to the Board for improvement within the timeframe the Audit Committee deems appropriate:
- List the conflicts of interest
- Fraud or irregularity or a significant deficiency in internal control.
- Violation of the Securities and the Stock Exchange, requirements of the Stock Exchange or laws relating to the Company's business.
If the Board or the executives fail to make a rectification within time according to the first paragraph, the Audit Committee may report that there is one item or action according to the first paragraph to the Securities and Exchange Commission or the Stock Exchange.
The Executive Committee
Roles and Responsibility of the Executive Committee
- The Executive Committee is responsible for setting procedures or action plans in accordance with the objectives of the Company for the management to implement in the way that complies with the regulations, policies or orders of the Board.
- Setting the vision, strategy and direction of the business, goals, operating plan and screening the budget for the management of the Company and its subsidiaries and present to the Board for approval, review, following-up of the policy and theCompany’s operations as assigned bythe Board.
- To give approval for some certain cases for the business of the Company and its subsidiaries within the limit or the annual budget as approved by the Board and has the power to perform as scheduled and report the approval of such a case to the Board at the next meeting after the approval date. In any action as discussed above, the Executive Committee has the authority to approve the expenses or purchasing or hiring or renting or lease related to the operation and investment of the Company and its subsidiaries as related to the business, the support and approval of the lending or requesting for credit with a financial institution in normal transactions of the Company and its subsidiaries. Approval of the loan or lending to subsidiaries can be given at the amount not exceeding 100 million Baht.
- The Executive Committee may appoint a working group and/or any other person in order to scrutinize the presentation that will be submitted to the Executive Committee, or to carry out any work which will benefit the performance of the Executive Committee, or to take any action as assigned by the Executive Committee within the scope of its authority.
- To review and propose a framework for risk management to the Board of Directors for approval.
- To review and approve of the Risk Appetite and present to the Board for acknowledgment.
- To oversee the development and implementation of the policy and the framework of risk management so that the Company would have an effective system of risk management throughout the organization and practice consistently.management so that the Company would have an effective system of risk management throughout the organization and practice consistently.
- To review the risk management report in order to monitor significant risks and take steps to ensure that the Company's managing risks is adequate and appropriate.
- To report of the Board of Directors regarding the risks and managing significant risks regularly.
- To advise and consult with the Risk Management Committee and/or related units as well as considering the appropriate way to amend the information related to the development of risk management.
- To consider the appointment of a sub-committee and/or additional personnel, or a replacement in the risk management working team and/or related units related as appropriate including roles and responsibilities for administrative purposes.
- To perform other actions on risk management as assigned by the Board.
The Nomination and Remuneration Committee
Responsibilities of the the Nomination and Remuneration Committee
- Setting policies, rules, procedures for recruitment and remuneration as well as other benefits of Directors and Senior Executives.
- Recommending overall policy for determining the remuneration and other benefits of the Company.
- Selection and nomination of the qualified candidates to the position of director including members insubcommittees for submission to the the Board.
- Reviewing the structure, size and composition of the Board of Directors as well as providing feedback if there is a need to change to the Board.
- Establishing the guidelines for evaluating the performance of the Board of Directors annually with regard to the responsibilities and risks that arise.
Selecting and Appointing Directors and Top Level Executives
Composition and Nomination of the Board of Directors
- The Board consists of not less than five (5) directors of the Company and not less than one- half (1/2) of all directors must be resident in the Kingdom and must consist of at least three (3) members of the Independent Directors.
- Each director must be experts from a variety of professionals that are needed to manage the business of the Company whether they are experts in law, finance and accounting or engineering, etc.
- Each director must have qualifications and not prohibited by law on public companies and regulations of the Company, including the rules, regulations and the notificationn of the SET as well as the SEC.
- The appointment of directors must be transparent and clear. The Nomination and Remuneration Committee which comprises of 2 Independent Directors from 3 members of the Nomination and Remuneration Committee is responsible for the selection and screening of individuals who are qualified under the regulations of the Company and propose a qualified candidate is qualified with profiles to get professional directors with diversity based on structure, size and composition of the Board. The proposed number will be equal to the number of directors who retired and submitted to the Board for approval. After that a list of candidates for directors will be submitted to the shareholders meeting for election according to the prodecures. However, all shareholders have the right to propose the candidate to be elected as directors through the Company's website. All shareholders can elect the directors. A shareholder has one vote which is one share one vote. Each shareholder must use all his existed voting rights for one person or more to be directors but cannot divide the vote to anyone. The person who receives highest votes in respective order will be elected as a director according to the number of directors to be elected at that shareholders meeting at that time. In the case of a person who has been elected in descending order of have votes equal to the number of directors to be elected at a meeting of shareholders at that time. The Chairman has the final vote. If the position of director is vacant due to other causes aside from the completion of the term, the Board shall appoint a person who has qualifications and not prohibited by law to fill the vacancy at the next Board Meeting unless the period of director who retires from the position is less than 2 months and the person who fills the vacancy will be in office only for the remaining term of the member whom he replaces.
- The profile of every director is disclosed in the annual information form (Form 56-1) and on the Company's website.
- The Board is aware of the duties and responsibilities of the directors of the Company and all related persons, thus requiring each board member not to hold the position more than 5 listed companies so that each board member would have enough time, able to function fully and effectively according to the corporate governance principles for listed companies.
Composition and Nomination of the Audit Committee
Independent Director means a director who is independent and fully qualified. At present, the Independent Director of the Company is qualified in accordance with the guidelines of the SEC.
The selection of the Audit Committee is the duty of the Nomination and Remuneration Committee to submit to the Board for approval. The members of the Audit Committee must have the required qualification and consist of at least 3 people, all of whom must be an independent director a least one person must have knowledge of accounting and finance.
The Company has determined the qualifications of independent director equal to the rules set by the SEC in order to comply with the principles of good corporate governance. As of now, the Independent Director of the Company has the qualifications according to the rules and regulations as follows:
- Holding shares not more than 1% of total shares with the voting right of the Company, the parent company, a subsidiary, an associated company, major shareholder or controlling person of the Company, including the shares held by his/her related persons.
- Not being a director participating in management role, an employee, staff, advisor who receives a regular salary, or a controlling person of the Company, parent company, a subsidiary, an associated company, subsidiary company at the same level, major shareholder or controlling person of the Company during the past 2 years before his/her appointment as an independent director.
- Having no relationship by blood or by legal registration as the father, mother, spouse, brother or sister, child, or child-in-law of the management, major shareholder, controlling person, or person proposed to be the management or controlling person of the Company or subsidiaries.
- Having no material business relationship with the Company, parent company, a subsidiary, an associated company, major shareholder or controlling person of the Company that would impede his/her independent discretion, and not being substantial shareholder or a controlling person of an entity holding business relationship with the Company, parent company, a subsidiary, an associated company, major shareholder or controlling person of the Company during the past 2 years before his/her appointment as an independent director. The business relationship mentioned above includes normal business operation, any lease taking or lease out of property, any transaction related to asset or service, and giving orreceiving financial support by either lending, borrowing, guaranteeing, collateral providing, or any other similar actions, which result in the Company or the party thereto at a value exceeding 3% of net tangible asset value of the applicant or exceeding 20 million Baht, whichever is lesser. On this regard, the appraisal of the connected transaction pursuant to the notice of the Capital Market Supervising Committee, Re: Regulations in respect to an Entering into a Connected Transaction shall be applied mutatis mutandis for the purpose to calculate such amount of debt of the applicant, provided that the amount of debt incurred during the past one year prior to the date of business relationship with such person.
- Not being an auditor of the Company, parent company, a subsidiary, an associated company, major shareholder or controlling person and not being a substantialshareholder, controlling person or partner of an audit firm, where the auditor of the Company, parent company, a subsidiary, an associated company, major shareholder or controlling person is working for, during the past 2 years before his/her appointment as an independent director.
- Not being professional service provider including legal or financial advisor who receivesservice fee exceeding 2,000,000 Baht a year from the Company, parent company, a subsidiary, an associated company major shareholder or controlling person and notIs not a significant shareholder, controlling person or partner of the service provider unless it is clear from such status not less than two years before the date of submitting the application to the office.
- Not being a director appointed as a representative of a director of the Company, a major shareholder or a shareholder who is a related person of the major shareholder of the Company.
- Not undertaking any business the nature of which is the same as that of the Company orsubsidiaries or not being a substantial partner in the partnership, a director who is involved in the company management, an employee, a staff member, an adviser who receives a regular salary or a shareholder holding more than one percent of shares with voting rights of a company undertaking any business that is the same as that of the Company or subsidiaries or is competitive with the business of the Company or subsidiaries.
- Not having any characteristic by which his/her independent comment or opinions on the operation of the Company may be affected. After having been appointed as an independent director following the qualifications specified under Article 1 (a) and (i),
the independent director may be assigned by the Board of Directors to make decisions on the operation of the Company, the parent company, the associates, the affiliates, the associates of the same level, the major shareholders or the entities with the authority to control the Company in the manner of a collective decision.
Composition and Nomination of the Nomination and Remuneration Committee
The Nomination and Remuneration Committee was appointed by the Board with at least 3 people consisting of at least 2 independent directors who are not the executives and the Board will appoint another independent director to be the Chairman of the Nomination and Remuneration Committee.
The members of the Nomination and Remuneration Committee must have knowledge and experience as well as understanding their qualification and responsibilities. The Nomination and Remuneration Committee may appoint a staff to be the secretory.
Composition and Nomination of the Executive Committee
The Executive Committee was appointed by the Board of Directors with the number as the Board of Directors deems appropriate comprising some of the members of the Board and may include one or many persons who are the executives of the Company or third parties. The Board will appoint an executive director to be the Chairman of the Executive Committee.
The members of the Executive Committee must have knowledge and experience as well as understanding about their qualification and responsibilities and not having any prohibited characteristics by law. The Executive Committee may appoint a staff to be the secretary.
Independency of the Directors
Directors must be independent in the diagnosis, commenting and voting in the business under the authority. The decision of the Board must not fall under the stress of the work or family or the interest in the matter as it may distort the decision for the benefit of themselves or others. Directors lacking of independence must not involve in decision making. Therefore, the independence of Directors is extremely important in order to protect the interests of the shareholders and the Company.
New Director Orientation
The Company arranges orientation for new directors every time of taking the office so that they would be aware of the Company's business plan, products and services, capital and shareholders as well as the organizational structures, and important legal issues important for the performance of the director of a listed company in presenting the information.
The Company has promoted education to those involved in the management of corporate governance of the Company in order to improve efficiency such as attending the training courses of Thailand Institute of Directors (IOD) and attending conferences and seminars related to the development of the Company's ongoing performance. This also includes the Board's visit to other organizations as appropriate for applications in the operation.
Selection of Top Level Executives/the Succession
The Company set a policy for the Nomination and Remuneration Committee to be responsible for recruiting a successor of the top level executives of the Company without discrimination. The Company also has planned for succession with the primary task, scope and capabilities of the key positions as guidelines in recruiting and selection of the individuals including the training and development plan for the staff as a way to prepare the Senior Executives as well as the evaluation system of the performance of the successor for the sustainable success of the Company.
Separation of Chairman and Chief Executive Officer
In order to separate duties in giving the policies of the Company from the regular work for the sake of effective management, the Company requires that the Chairman and Chief Executive Officer be different persons.
Self-evaluation of the Board of Directors
The Company has provided an evaluation of the performance of the Board at least once a year to review the performance, problems and obstacles in the past year so that the Board could work more effectively. The Company also arranges another self-evaluation program regarding the compliance with corporate governance once a year as a tool to evaluate what compliance has been accomplished or not.
Overseeing the Operations of the Subsidiaries
The Company has assigned the directors and executives to serve as directors and executives of subsidiaries in order to monitor the operation closely, so that the work process of the Companies and subsidiaries would be consistent and syncronized in the same direction towards the best benefit according to the mission and plan as well as communicating the policies, procedures and manuals in writing to the subsidiaries for the same standards of execution. In the past, the nominations and voting for appointment as a director of subsidiaries and affiliates were conducted by management. But the Company has set the rules in force since 2015 that the nominations and voting shall be approved by the Board as well. A person who has been appointed to be the director in a subsidiary and an associate is responsible to the best of benefits of that subsidiary or associate. The Company has specified that such appointed person must get an approval by the Board prior to the vote or voting on matters of the same class that must be approved by the Board if it is carried out by the Company itself However, assigning the director to represent the Company in such subsidiaries or affiliates is dependant on the proportion of shares holding of the Company.
Also in the case of a subsidiary, the Company has defined that the person who is appointed by the Company must ensure that the subsidiary has regulations regarding the connected transaction and the acquisition or disposition of assets. Any other significant transactions of such subsidiary shall also be complete and accurate by using the same criteria relating to the disclosure and the above transaction in the same manner as the criteria of the Company including the need to supervise filing and recording of the subsidiary so that the Company can check and collect for the consolidated financial statements right on time.
Control of Internal Information
The Company oversees the use of the internal information based on the principles of good corporate governance by defining in writing in the Code of Conduct which is given to the Board, the executives and the employees upon starting of their work. The policy can be summarized as follows:
- The Company has required the Directors, the Executives and employees to sign acknowledging the regulations of the SEC that the directors and executives have a duty to report any change of securities holding to the SEC under Section 59 of the Securities Exchange Act B.E. 2535, within 3 days from the date of the change in the holding and to notify the Company Secretary to acknowledge and record the change and summarize the number of securities of the individual directors and the executives to present to the Board at the next meeting as well as the notification of the penalty in case of violation or non-compliance with such terms.
- The Company has prohibited the disclosure of financial statements or other information that affects the price of the shares to a third party who has not been involved and prohibited from trading in the range of 1 month prior to the release of financial statements or other information that affects the price of the shares and no Company securities trading until after a period of 24 hours, after such information is disclosed to the public. Failure to comply with such requirements constitutes a breach of discipline of the Company. The directors, the executives or employees who vilolate the inside information will be subject to major disciplinary action by a warning, wage cuts, suspension without pay or dismissal. This approach has been given approval by the Board of Directors.
- Controls and internal audit and financial reporting:
- The management has emphasized that the preparation of financial reporting must be accurate, complete and timely both annual report and quarterly statements which have been prepared according to accounting standards that are generally accepted.
- Provides effective control and internal audit systems to ensure that the Company has observed the standards and related laws under the inspection of the internal auditor and review of the Audit Committee.
- Fulfill the duties honestly and fairly to all shareholders.
- Ways to take care and protect the Company's internal information for personal or others' benefit are as follows:
- Limit the awareness of internal information with only the directors, the executive, the employees or a person who is involved as needed and cleary authorize a person to disclose the Company's information.
- Set strict security regulations for the Company's computer systems and information technology. The Company has also set strict penalties for the breach of the internal information for persnonal benefit. The penalties range from a verbal warning to dismissal from work.
Policy on Risk Management
The Company realizes the importance of good management. Therefore, to drive the business with stable growth, a stable financial status and generate returns for shareholders at the appropriate level, the Company thus applies the risk management system into practice with the operational framework and procedures in accordance with the guidelines of The Committee of Sponsoring Organizations of the Tread way Commission (COSO), an international standard on the principles of risk management. The Board of Directors has established a policy for risk management as follows:
- The Company operates under the risk acceptable to achieve its objectives and meet the expectations of the stakeholders, by assigning risk management as part of the annual business plan, management and daily decisions as well as management process for the projects.
- Requiring risk management is the responsibility of all staff at all levels in the operation of their departments and put focus on risk management activities to be at a level that is sufficient and appropriate.
- Requiring all units to be responsible for risk assessment, determining risk indicators and approaches to the prevention and mitigation of risk or losses that might occur including monitoring and evaluation risk management regularly and prepare a report on the risk according to the framework and procedures for risk management.
- When employees see or acknowledge the risks that may affect the Company, they must report that the risks to the responsible persons immediately for further action.
- To promote, support and provide understanding on the process of risk management to the management and staff continually as well as cultivating the habit on the personnel at all levels to be aware of the importance and responsible participation in the implementation of the Company's risk management as part of the corporate culture towards value creation.