Corporate Governance

Corporate Governance Policy
It is Company policy to follow the Code of Best Practice in order to ensure transparency and for the benefit of the company’s business operations as it creates confidence in shareholders, investors and all related parties. The Board of Directors has therefore set out principles of corporate governance which follow the best practice specified by the Stock Exchange of Thailand. The Company’s principles of corporate governance fall into 5 categories:-
Category 1     The Rights of Shareholders
The Company places importance on the basic rights of shareholders both as owners of the Company and as investors in stocks such as the right to trade or transfer stocks, the right to receive adequate information about the Company, the right to receive a share of the profits from the Company, rights in shareholder’s meetings, the right to express an opinion, the right to take part in making decisions on important Company issues such as issuing dividends, appointing or removing directors, appointing auditors, and approving important business transactions that affect the running of the business.
Apart from the various basic rights mentioned above, the Company also acts for the convenience of shareholders ex­ercising their rights in various matters as follows:
1. The Company organizes an Annual General Meeting within 4 months of the end of the fiscal year, sending out a notice of the meeting and relevant information to inform shareholders 7days in advance, and placing notices in newspapers announcing the date for 3 consecutive days ahead of the meeting. With each meeting agenda, the views of the Board of Director are also included.
2. The Company puts information relevant to the agenda of shareholder’s meetings on the Company website, and explains the rights of shareholders to participate and vote in the meeting.
3. If the shareholder is unable to attend the meeting in person, the Company allows them to authorize an in­dependent director or another individual to act as a proxy by using one of the power of attorney forms sent out with the notice of the meeting.
4. The Company will provide an opportunity for shareholders to submit opinions, suggestions and questions to the email address of the secretary to the Board of Directors before the meeting takes place.
5. During the meeting, the Company will open opportunities for shareholders to ask questions, make suggestions or voice opinions freely and equally. Directors and executives will be present at the meeting to answer questions and provide information.

Category 2     The Equitable Treatment of Shareholders
The Company will give equal opportunity to every shareholder and allocate voting rights at the meeting according to the number of shares held, one share equivalent to one vote, and will do nothing that restricts, violates or dispossess share­holders of their rights, whether major shareholders, minor shareholders, investors or foreign shareholders. The Company assigns an independent director to assist minor shareholders, allowing them to make proposals, express opinions or raise complaints with the independent director who will decide on the appropriate way to proceed in each case. For exam­ple, in the case of a complaint, the independent director will investigate the facts and find an appropriate solution. In the case of a proposal on an important issue that affects the stakeholders or the Company’s business, the independent director will put the matter to a shareholder’s meeting to consider putting it on the meeting agenda.
The meeting proceeds according to Company regulations, following the meeting agenda. Detailed information is presented for each item and relevant information is clearly presented for consideration. Additional items will not be added to the agenda without notifying shareholders in advance, unless there is good reason. If the shareholder is unable to attend the meeting in person, the shareholder may authorize the independent director or another individual to attend as a proxy, by using the power of attorney form sent out with the notice of the meeting. Voting is transparent and follows the meeting agenda. The election of directors gives shareholders the opportunity to exercise their right to appoint directors, with votes being cast for individuals.
The Company has also taken measures to prevent insider trading by related persons, which means directors, executives or any staff that work in units dealing with internal information (including spouses and children of minor age).Related persons are not permitted to trade in Company stock for a period of at least 1 month before the quarterly and annual financial statements are released and should wait for at least 24 hours after this information is made public. It is also forbidden to pass that information on to other individuals.
The Company informs directors and executives of their duty to report their stock holding in the Company and the penalties specified in the Securities and Exchange Act 1992 and the regulations of the Stock Exchange of Thailand. In instances where directors or executives trade Company stock, they must report the stock held by themselves, spouse and children who are still minors in compliance with Section 59 of the Securities and Exchange Act B.E. 2535 within 3 working days to the Office of the Securities and Exchange Commission for the information to be put into the public domain.
Category 3     The Role of Stakeholders
          The Company places importance in all groups of stakeholders, whether they are internal stakeholders, i.e. the Company staff and management, or external stakeholders such as competitors, partners and customers. The Company is aware that support and input from all groups of stakeholders is valuable to the Company’s business and development. Accordingly, the Company acts in compliance with the relevant laws and regulations to ensure that the rights of the stakeholders are properly respected. To create a stable business environment, the Company works together with each group of stakeholders in the following ways:

  • Shareholders     

The Company is focused on development and continuous growth which will lead to an increase in Company earnings and profits. This will increase the value of the Company and mean that shareholders will receive the best returns.

  • Customers                

The Company considers the quality and standards of its products, while customer care and other responsibilities are carried out with honesty and fairness. Also maintain customers’ relationship as well as sustainable improvement of customers’ relationship and accept customers’ suggestions and complains to improve customers’ satisfaction.

  • Partners

 Company policy is to deal fairly with trading partners according to the trading terms and/or contractual agreements in order to establish good business relationships that benefit all parties.

  • Competitors

The Company supports free and fair competition and conducts its business according to the regulatory framework on proper competition.

  • Creditors

Company Policy is conduct in compliance with contract and conditions both in terms of repayment of loan, interest to maintain and other conditions. Also reports financial status to the creditors of requirements in the loan contract properly. The company will report its creditors in advance if cannot fulfill the obligations in the agreement and jointly find solutions to fix problems.

  • Employees

Company policy is to treat employees equitably and fairly, providing appropriate remuneration and welfare as well as supporting development of their knowledge and ability.

  • Community and society

The Company recognizes its responsibilities towards the community and society, conducting an ethical business and supporting creative social projects as appropriate.

  • The Environment

The Company strictly follows laws and regulations relating to the environment and constantly sets measures to control environmental impact. Also support employees to participate in the training related to environment and keep materials and equipment up to standards level to reduce the use of natural resources

  • Do not breaches of intellectual property rights.

the Company has policy to employees shall protect and keep the Company’s copyright, and intellectual properties in order to avoid any infringement by other individuals. And the employees shall respect and shall not breaches intellectual property rights of others.

  • Respect of Human Rights

The company focuses on respect for human rights. By conducting business under the labor law and human rights very seriously. To respect for the rights, freedoms and non-discrimination of labor rights, women's rights, children's right, and human dignity.
The Company operates in compliance with the relevant laws and regulations to ensure that the rights of stakeholders are well protected.
Category 4 Disclosure and Transparency
The Company is aware of the importance of the complete and accurate disclosure and transparency of financial and general information in accordance with the regulations of the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand, as well as other important information affecting the Company’s stock price, as this influences decision making by investors and stakeholders. The Company makes information available to shareholders, investors and the general public through the channels provided by the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand, as well as on the Company website:
To manage investor relations, the company secretary has been assigned the duty of communicating with investors, shareholders, analysts and relevant state agencies. The Board of Directors is responsible for the financial statement and information that appears in the annual report. The financial statement is compiled in accordance with Thai accounting standards, with a selected accounting policy that has been consistently followed and presents adequate financial information. The Audit Committee reviews the quality of the financial report and the internal audit process, as well as the adequate nature of information in the financial statement’s remarks.
Category 5     Responsibilities of the Board of Directors
1. Structure of the Board of Directors
The Company’s Board of Directors consists of individuals who must have skills, professions, specialize, gender etc., The Board of Directors will be act an important role in setting policies and the overall direction of the Company. They are also responsible for governance, checking and evaluating the performance of the Company against the plans that were set.
At 31 December 2018, the Board has 10 directors consisting of 5 executive directors and 5 non-executive directors who are qualified to be independent directors and provide balance when votes are taken. The Audit Committee consists of 4 independent directors who represent the shareholders in overseeing transparency in the governance of Company operations. 
The Board also appoints 4 committees: The Audit Committee, the Executive Committee, the Nomination, Remuneration and Corporate Governance Committee and the Risk Management Committee. Each committee has areas focus areas on which they make proposals for the consideration of or acknowledgement by the Board of Directors, with each committee also having its own specified rights and duties.
The Company has clearly separated the role and responsibilities of the Board of Directors and the Company’s executives. The Board is responsible for setting policies and oversight of the executives at the policy level. The executives are responsible for the management of the Company’s operations in line with the policies that have been set.
It is the duty of the Company Secretary to give advice to the Board of Directors regarding regulatory requirements to coordinate implementation of the Board’s decisions.
2. Role, Duties and Responsibilities of the Directors
The Board of Directors is composed of individuals with a great depth of knowledge, skills and expertise, which are rec­ognized for their leadership. The board of directors has an integral role in setting the vision, mission, strategy, policy, business approach and compliance with the law, objectives, regulations and the resolutions of shareholders meetings in order for the benefit and oversight of the Company’s operations. The Board of Directors has therefore set up various committees to oversee the operations of the Company.
2.1 Corporate Governance Policy
The Company has a written corporate governance policy that was accepted by the Board of Directors meeting in order that they might review this policy and act accordingly. Moreover, after the Company’s ordinary shares are registered on the Stock Exchange of Thailand, the Company will act in accordance with the law and regulations of the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand. The corporate governance report will be released in the annual report and the information disclosure form (Form 56-1).For unprocessed parts, company will use as guideline in the appropriate deployment as follows.
2.2 Code of Conduct
The Company has set out a code of conduct that the Board of Directors, management and staff are expected to adhere to at all times as they carry out their duties according to the Company’s mission, displaying honesty and impartiality towards the Company, the stakeholders, the public and society. The Company has therefore announced and informed all employees to act in strict accordance with this approach and disclosed in Company’s website.
2.3 Conflicts of Interest
The Company’s policy regarding conflict of interest is set on the principle that any decision affecting business operations should only be made in the interests of the Company and any action that creates a conflict of interest should be avoided. Persons with an interest in a matter under consideration must inform the Com payoff their relationship or connection in that matter, must not take part in the decision and have no authority to approve that business.
The Audit Committee will advise the Board of Directors on matters that are connected and matters where there is conflict of interest, giving full consideration of the appropriateness in accordance with the guidelines of the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand. The information will be included in the annual report and the information disclosure form (Form 56-1).
2.4 Internal Control
The Company places importance on the internal control system at both the management and operational levels. To ensure operational efficiency, the Company has clearly defined in writing the duties and authority of those performing tasks and the executive. There is oversight of the beneficial use of Company property and the separation of duties between those performing tasks and those supervising and evaluating. The Company appoints the Audit Committee to test the internal control system and carry out an appropriate and effective internal audit, as well as to hire outside experts to inspect the internal control system and report the results to the Audit Committee to ensure that the Company’s main operations follow the specified approach and are effective.
2.5 Risk Management
The Company made an evaluation of the adequacy of the existing internal control system in order to consider methods of revising operations to further improve efficiency.
2.6 Board of Directors Report
The Audit Committee is responsible for verifying the financial statement, with the accounts division and auditor presenting their financial report quarterly at the Board of Directors’ meeting. The Board of Directors are responsible for the Company’s budget and the financial information that appears on the annual report (Board of Directors responsibility to the financial report). The financial statement is produced to accredited accounting standards and checked/verified by the Company’s auditor and the important information disclosed, both financial and non-financial, is done so on the basis of truth and consistency.
Business Operation Year 2018

  • The Company communicates the business ethics policy and code of conduct for the Directors executives and employees upon the business ethics and code of conducts in order for them to use as a guideline in work as designated by the company’s obligations provided on Company’s website and intranet.
  • The Board of Directors had outsourced an expert to help auditing and evaluating the company’s internal control system, as well as monitoring on the significant matter in correlation with the business operation.    The evaluation outcome showed that the company has a sufficient internal control to the extent that could provide assurance upon achievement of the established operation’s objectives.
  • The Board of Directors has reconsidered on the Company’s vision, mission and strategies so that the executives and employees have the same objectives.
  • The Board of Directors has monitored the management of the executive committee by define reporting on the progress of the operation and performance every time in the Board of Directors Meeting
  • To ensure that the risk management process is effective at all stages in accordance with principles of good corporate governance. Board of Directors has resolved to extend scope of risk management to affiliated companies in order to build confidence among investors and all stakeholders on business operations under the risk control system compliance with corresponding international principles. It also reduces risk that may occur in the future as well.

Operation plan year 2019

  • The company still focuses on the importance of roles and responsibilities of the Board of Directors according to the principles of Good Corporate.  This includes, for instance, a report on the stake holdings of the Board of Directors and other executives in each quarterly Board of Directors’ meeting; paying attention to the auditing and monitoring of an internal control system mainly to ensure that the company’s core operation has been effectively implemented under the indicated directions.

3. Meetings of the Board of Directors
In accordance with Company regulations, a meeting of the Board of Directors is held at least once every 3 months, with special meeting called when necessary. Invitations are sent out 7 days in advance, unless the situation requires an emergency meeting to protect the Company’s interests. Each meeting has a clearly organized agenda. Documents with full details are prepared and sent to the directors in advance so that they have sufficient time to study the information before the meeting. The Chairman and Company directors jointly set the agenda and decide the subjects to be discussed at the meeting, with every director having the chance to propose topics for inclusion. Directors may discuss and give their opinions openly and the Chairman summarizes and concludes the views expressed. Votes are passed by a majority with each director having one vote. Directors with an interest will not attend the meeting and/or vote on that matter. If votes are equal, the Chairman will have a deciding vote. The minutes of the meeting will be will be written after the meeting has finished and the approved minutes will be kept for inspection by the directors and others.
4. Remuneration of Directors and Executives
The Company appointed the Nomination and Remuneration Committee to suggest appropriate remuneration for the various committees to the Board of Directors so that policy on remuneration of Company directors is clear and transpar­ent and is at a level that is appropriate for the duties and responsibilities of each director, sufficient to retain directors with knowledge and ability. The Company will present suggested remuneration for these directors for approval at the Annual General Meeting: AGM.
The Company discloses the remuneration paid to Directors and Executives in the format specified by the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand.
ive has annual KPI to measure the performance of each Division corresponding to the KPI of the company by President shall
5. Development of Directors and Executives
The Board of Directors has a policy to provide training for the relevant Directors in the corporate governance system of the Company, which includes Directors, the Audit Committee, the Executive Committee, the Risk Management Committee, the Nomination and Remuneration Committee and Company executives, so that there is continuous development. If there are changes in the Board of Directors will provide advice to new Directors on the Company’s business approach and useful information on carrying out their duties in order to support continued efficiency under the corporate governance framework.

Governance of Operations of Subsidiaries and Associate Companies
The Company has the following policies on the governance of subsidiaries and associate companies:

  • To send directors and/or persons assigned by the Company to be its representative according to the   proportion of shares held in order to participate in the management of that business, including the right to vote in Board of Directors meetings and shareholders meeting, for the greatest benefit to the Company;
  • To set the scope of authority and responsibilities of the directors and executives representing the Company in that business in overseeing or taking part in setting important policies for business operations;
  • To ensure complete and accurate disclosure of the financial status and operating results, transactions made between the subsidiary and a connected person, the acquisition or disposal of assets, or other important transactions of the subsidiary, and to apply the rules concerning disclosure and transactions of a nature similar to the rules of the Company;
  • To ensure that there is an internal control system that is suitable, efficient and adequate for the main business of the subsidiary, and also other mechanisms in the governance of the subsidiary such as approving a capital increase or decrease, winding up the subsidiary etc.
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