The Company realizes and puts emphasis on effective, transparent and auditable management system to enhance confidence of all parties concerned and for sustainable growth of business by performing the works ethically and complying with all relevant laws. Hence the Company has defined corporate governance policy to elevate the existing operations, so that they can have clearly and systematically standards and communicate to the Company’s employees at all levels to strengthen the truly corporate governance culture by having policy or operation to maintain fundamental rights of the shareholders that they should be fairly obtained pursuant to the laws or more than that for maximum profit of the Company, the shareholders and the stakeholders in the long run and on sustainable basis. In addition, the Company has publicized the corporate governance policy in its website and also makes available to the directors, the executives and all employees for their acknowledgement and realization on importance of corporate governance on promotion of sustainable growth of the Company.
Since 2014, the Thai Institute of Directors (IOD) has adjusted survey guidelines and criteria where each category has been changed to make it conform to ASEAN CG Scorecard. In 2017, average score on corporate governance performance of the Company was 89 percent (“Very Good”) which was higher than 2016 and also higher than average score of overall listed companies which was at 80 percent. The essence of corporate governance performance can be summarized as follows:
The Company recognizes and emphasizes the importance of the fundamental rights of the shareholder, as an investor in the securities and as owner of the Company, i.e. right to buy, sell, transfer shares in their possession, right to share in profits of the Company, right to have adequate access to the Company’s information, right in the shareholders’ meeting, right to express opinions and to jointly make decision on significant matter of the Company, i.e. allocation of dividend, election or removal of the directors, appointment of an auditor, approval of the significant transaction which has impact to direction of the Company’s business operations, amendment of the Company’s affidavit, articles of associations and etc. The Company also encourages all members of the Board of Directors, the executives and the auditor to participate in the shareholders’ meeting. In 2017, the Company arranged the 2017 Annual General Meeting of Shareholders on April 20, 2017 at the Meeting Room on the 25th Floor of TP&T Tower in order to accommodate the shareholders including the investors for their conveniently participation in the meeting. The operations on compliance with corporate governance principles of the Company are as follows:
During the Meeting of the Company’s Board of Directors No. 2/2017 on February 24, 2017, the meeting resolved to arrange the 2017 Annual General Meeting of Shareholders on April 20, 2017. The Company has disclosed the meeting resolution, meeting date, agenda and informed other information via Elcid system of the Stock Exchange of Thailand on the next working day, February 27, 2017, for the shareholders’ acknowledgment in advance before the invitation letter to the meeting is sent by Thailand Securities Depository Co., Ltd., which is the share registrar of the Company at least 7 days in advance before the shareholders’ meeting. The Company also advertised it in the newspaper for 3 consecutive days which was April 3 - 5, 2017, so that the shareholders can have adequate time to study and prepare themselves before attending the meeting. Furthermore, the Company also publicized the invitation letter including a complete supporting document as well as opinions of the Board of Directors for each agenda, in both languages, Thai and English, on the Company’s website on March 20, 2017, which was 30 days in advance before the meeting date. The shareholders andthe investors have also been informed of such disclosure via the SET’s Elcid system as well.
During the 2017 Annual General Meeting of Shareholders, all 7 members of the Board of Directors, including the auditor and the Company’s legal advisor have attended the meeting. Before the meeting commenced, the chairman of the meeting introduced the directors, the auditor and the Company’s legal advisor to the shareholders and assigned the legal advisor to explain to the shareholders on how ballots are cast and counted including how to vote for the agendum on election of the director to replace the director who is retired on rotation which must be voted one person at a time. The shareholders or the proxy have also been invited to jointly participate and examine the vote counting during the meeting.
The meeting has been conducted in accordance with sequence of the agenda listed in the invitation to the meeting without any additional agenda which has not been specified in the invitation letter. Information has been provided according to the agenda and the shareholders including the proxy were encouraged to express opinion, suggestion or enquiry. The time provided for consideration of each agenda was reasonable and adequately. The Chairman and the executives have answered any enquiry clearly, precisely and pay attention to all questions before requesting the meeting to vote in each agendum. The policy on remuneration and method on prescribing remuneration of the directors has been presented to the shareholders. The shareholder must have an opportunity to exercise the right to vote on election of the director individually, so that the director who has the most appropriated qualification will be selected. For agendum on selection of director, the shareholders shall put their voting cards in the box to be kept as evidence.
In case any shareholder is unable to attend the meeting by himself/herself, the Company shall allow such shareholder to proxy any independent director or any person to attend on his/her behalf, by using one of proxy forms attached with the invitation letter to the shareholders’ meeting. During 2017 Annual General Meeting of Shareholders, there were 66 shareholders attended the meeting by themselves with total shares of 419,884,748 shares and 42 proxies with total shares of 78,540,273 shares. Therefore, there were 108 people presented in the meeting with total shares of 498,425,021 shares, or accounting for 74.66 percent of total 667,605,301 issued shares, which constituted the quorum pursuant to the law and pursuant to the Company’s articles of association.
During every meeting, a minute of meeting must be taken and important enquiries and suggestions must be recorded therein accurately and completely as well as voting details in each agendum, i.e. approved, disapproved or abstained. The resolution of the minute must be publicized via the Elcid system of the SET on the next working day after the meeting date, of which for this year, it was on April 21, 2017. The minute of meeting has been sent to the Stock Exchange of Thailand, the Office of Securities and Exchange Commission, the registrar of the public limited company, Department of Business Development, Ministry of Commerce on May 4, 2017 which was within the specified timeframe of 14 days. In addition, the minute of meeting of 2017 Annual General Meeting of Shareholders, both in Thai and English, including video and audio of such shareholders’ meeting have also been posted on the Company’s website.
The Company treats all shareholders equally, regardless of gender, age, race, nationality, religion as follows:
The Company has an equitable treatment policy for all shareholders, particularly the minority shareholders by allowing the minority shareholder, individually or collectively, who hold minimum shares not less than 200,000 shares for at least 6 consecutive months to propose any meeting agenda for the shareholders’ meeting as well as to nominate a suitable candidate for the director position, together with the detailed information for consideration and/or qualifications and consent of the candidate who shall be nominated in advance of the shareholders’ meeting. The Company by the Nomination and Remuneration Committee shall screen the agenda which are truly beneficial and shall select the candidate with properly qualifications before proposing to the Board of Directors for consideration, then specify in the meeting agenda.
On November 8, 2016, the Company has invited the shareholders to propose agenda and nominate the candidate for director position in advance for the Annual General Meeting of Shareholders publicized via the SET’s Elcid system including the Company’s website, under topic of “Investment Relations”. Criteria and method for such proposal and nomination have also been specified. The period for such proposal and nomination was during November 8, 2016 to January 31, 2017 before the Nomination and Remuneration Committee arranges the meeting to select the one third of directors who shall be retired on rotation and before the Board of Director holds a meeting to consider the agenda for the Annual General Meeting of Shareholders. However, no shareholder submitted their request for the Company’s consideration and the Corporate Secretary has reported to the meeting of the Board of Directors for their acknowledgement already
The Company provided adequate staff to facilitate the shareholders and the proxy who attended the meeting. The registration shall be opened 2 hours in advance before the meeting and it has been expanded to the period before the consideration of the last agenda. Barcode system has been used for registration process for conveniently and speedily purpose.
All shareholders shall have equitable right. Before each meeting, the chairman shall clearly explain how ballots are cast and counted and shall provide reasonable time to all shareholders to express their opinions, suggestions and inquiries in each agenda. The chairman shall conduct the meeting in accordance with sequence of the agenda. The Company does not have a policy to add agenda without notifying the shareholders in advance, so that all shareholders shall have time to study agenda before they make any decision.
The Company employs a strict policy on usage of inside information to prevent any abusive self-dealing for the sake of fairness of all stakeholders. The Company has prescribed the policy and the written guidelines on maintaining the Company’s inside information and guidelines to prevent usage of such information for personal gain. The Company also specifies that the directors, the executives and all employees shall not purchase or sell the Company’s shares by using confidential and/or inside information and/or enter into any legal acts by using the Company’s confidential and/or inside information, which may cause damages, either directly or indirectly, to the Company. Additionally, the directors, the executives and the employees who work in the unit that can access to inside information shall not use such information before it has been disclosed to the public. Any persons who can access to inside information including their spouses, children under legal age, are prohibited to purchase or sell the Company’s shares, directly or indirectly (such as the nominee via the personal fund) within 1 month before disclosure of quarterly and annually financial statement and at least 3 days after disclosure of such information.
The Company provided information to the directors and the executives on their obligations to report their securities holding of the Company and penalty clauses pursuant to the Securities and Exchange Act B.E. 2535 and the regulations of the Stock Exchange of Thailand. In case the directors or the executives purchased or sold the Company’s securities, such directors or the executives are required to notify the Corporate Secretary at least 1 days in advance and file a report on their holdings of the Company’s securities, including of their spouses and children under legal age pursuant to Section 59 of the Securities and Exchange Act B.E. 2535 every time they buy or sell such securities within 3 days to the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand for acknowledgement and further dissemination to the public. The summary of change in securities holding of directors and executives in 2017 is:
|No.||Director/Executive||Number of Shares Held|
|As of Jan 1, 2017||As of Dec. 31, 2017||Increase (decrease)|
|1.||Assoc. Prof. Dr. Paiboon Sareewiwattdana||-||-||-|
|Child under legal age||-||-||-|
|2.||Mr. Kitti Jivacate||322,390,663||322,496,663||106,000|
|Spouse and child under legal age||-||-||-|
|3.||Mr. Chatchaphol Prasopchoke||4,448,442||4,448,442||0|
|Spouse and child under legal age||-||-||-|
|4.||Ms. Nilrat Jarumanopas||30,298,901||30,393,901||95,000|
|Spouse and child under legal age||-||-||-|
|5.||Prof. Dr. Aekkachai Nittayakasetwat||-||-||-|
|Spouse and child under legal age||-||-||-|
|6.||Assoc. Prof. Dr. Paritud Bhandhubanyong||-||-||-|
|Spouse and child under legal age||-||-||-|
|7.||Ms. Jeerapan Jinda||-||-||-|
|Spouse and child under legal age||-||-||-|
|8.||Ms. Preeyaporn Thana||92,201||92,201||0|
|Spouse and child under legal age||-||-||-|
|9.||Mr. Chaiyot Chunwijitra||-||-||-|
|Spouse and child under legal age||-||-||-|
Moreover, the Company establishes the disciplinary penalty against people who exploit usage of or disclose inside information which, if released prematurely, would cause damage to the Company. Various penalties have been imposed, such as verbal warning, written warning, probation and termination of employment, by firing or discharging, as the case may be.
The Company also adheres to the equitable treatment of shareholders and prescribes the transparent and auditable management policy and guidelines on conflict of interests, especially in consideration on transaction between the Company and the interest person or the related persons. In case of such incident, such interest person shall report to the Company immediately and shall not participate in consideration or voting in such matter. The Company also stipulates the guidelines to prevent the director or the executive who has an interest in transaction from participating in decision making process. During the vote session at the Board of Directors, any director with such interests shall not be entitled to vote. In addition, the Company considered about type of related transaction or connected transaction and value of transaction by referring to Notification of the Capital Market Supervisory Board No. TorJor 21/2551 Re: Rules on Entering into Connected Transaction and strictly disclosed to the Stock Exchange of Thailand, requested for approval from the Board of Directors or requested for approval from the shareholders, as the case may be. Related transaction or connected transaction has been disclosed in the Annual Report under Section “Person with Mutual Interests and Related Transaction”. Such related transaction has been performed pursuant to fair and at arm’s length basis, and necessity including reason for such transaction must also be specified.
The Company recognizes the rights of all stakeholders, including the internal stakeholders (i.e. the shareholders, the executives and the employees of the Company) and the external stakeholders (i.e. the creditors, the customers, the business partners, the competitors, the government sector, the societies and the communities). The Company realizes that the supports and opinions from all stakeholders shall be beneficial to the business operations of the Company. Therefore, the Company shall comply with the laws and the related regulations to ensure that the rights of those stakeholders are under good care. In addition, during the course of business operation, the Company has taken into consideration the rights of all stakeholders pursuant to the following policy and guidelines:
|Shareholders:||To treat all shareholders equally, maintain their benefits and not perform any action which may violate or lessen their rights; to strongly commit to increase maximum satisfaction to the shareholders by taking into consideration the sustainable growth of the Company; to increase value added and appropriate returns on continued basis as well as to adhere to good corporate governance.|
|Employees:||To treat all employees equally and fairly, with regards to the opportunity, compensation, fringe benefits, i.e. provident
fund, life insurance, health and accident insurance and potential development. All employees are regarded as valuable resources
and key factor to drive the organization to achievement. The Company shall consider on payment of compensation and allocation
of welfare to the employees every year by referring to the Company’s operating results and compensation provided by the
companies in same group of industry, so that determination of compensation and welfare shall be fair and in the same direction
for both the Company and its subsidiaries. In addition, the Company is determined to become the learning organization to
enhance corporate culture and working atmosphere, promote team work, develop capabilities of the employees and ensure that
they have securities in their careers and confidence in their quality of life and safety at work. The Company shall listen
to opinions, recommendation and complaint from the employees at all levels equally and fairly.
Moreover, the Company has arranged various activities to encourage participation among the employees, i.e. badminton club, excursion trip to promote a teamwork collaboration, such as Sports Day and New Year Party, CEO Meets New and Current Employees, Water-pouring ceremony to ask a blessing from the respected elderly on Songkran Festival, staff birthday celebration and office merit ceremony and offering food alms to the monks at the office and employee rehabilitation by massage therapy, and etc. In addition, annual medical check-up services and vaccination against influenza have also provided to the employees of the Company and its subsidiaries every year. In addition, the employees’ family can enjoy special benefit on annual medical check-up service at the hospital equivalent to the benefit obtained by the employees.
|Customers:||To determine to create satisfaction and confidence to customers; take good care and be responsible for customers. Customers shall receive good, qualified and safely products/services at the appropriated prices and pursuant to the prescribed standards. The Company shall strictly comply with the conditions and agreements made with customers. The Company shall develop itself to increase standards of products and services continually and shall maintain good and sustainable relationships with the customers as well as shall not exploit the customers’ information for the benefits of its own or of the related persons. In addition, for the past period, the Company has received good evaluation from the customers.|
|Business partners and creditors:||To take into consideration the equality, fairness and integrity while conducting business. To have business ethics and maintain mutual benefits with the business partners and the creditors by strictly observing laws and rules jointly specified. To not request for, receive or pay any fraudulent benefits while dealing business with the business partners. To strictly comply with conditions and treat the creditors fairly as well make repayment in timely manner, maintain warranty securities and other conditions under the agreement fully and correctly and pursuant to good corporate governance principles. The creditors and the business partners shall be reported in advance if the obligations in the contracts cannot be met and corrective measures shall be jointly discussed.|
|Competitors:||To treat the business competitors pursuant to the international practices under the laws on trade competition principles and shall adhere to good and equally competition rules. To not obstruct any business competitors, do not damage reputations of the business competitors by accusing, mudslinging and attacking ungrounded or perform any actions which are unfair to the competition.|
|Public sectors:||To emphasize transparency and integrity while performing any transactions with the officials or the government agencies in order to avoid any improper actions and against best management practices as well to oppose the offer of a bribe to the government officials to facilitate or for benefits of the Company.|
|Communities, societies and environment:||The Company has the policy to conduct the business with community, social and environmental responsibilities with regards to safety, quality of life and natural conservation; to promote effective use of energy; to realize the quality of life of the community and society as well as to assure that all of operations or decisions made or all products and business undertakings of the Company are performed appropriately and complied with the laws, rules, regulations and standards and they do not have any impact to the environment, community, society as well as all stakeholders. The Company also encourages its employees to have consciousness and responsibility to the surrounding communities, society and environment and to provide coordination with the activities arranged by the communities that the Company have business with, as appropriated.|
The Company determines to conduct many social and environmental responsibility projects in order to be a part in developing community and society as well as realizes about the social responsibility or the impacts which may incur to all stakeholders for sustainable business operation in the future. Moreover, the Company also established the social responsibility policy by focusing on conducting business with social and environmental responsibility including supporting the social, community and environmental activities on continued basis. The Company emphasized on significance of fundamental human rights, respect of right and freedom without discrimination and non-infringement of intellectual property or copyright including anti all kinds of corruption. There is also a quality policy which places importance on procurement of good and quality products, delivery of goods correctly and on timely manner. Additionally, the personnel must be developed to increase the competitive edge and efficiency. The employees shall strictly uphold to these principles for work efficiency and effectiveness. For more details on activities performed with the stakeholders and social responsibility in 2017, please see “2017 Sustainable Development Report”, which shall form an integral part of this annual report.
The Company has specified the anti-corruption policy and set up measures to prevent and handle corruption which might occur or has occurred in the Company by taking into consideration moral principle, mercy, righteousness and principles of law. In addition, the Company has announced and implemented the “Anti-corruption Policy”, so as to make the directors, the executives and the employees at all levels realize the importance of business operations with morality, transparency and accountability as well as to prevent all activities of the Company and its subsidiaries from corruption. The Company also provided the channels for the stakeholders and the investors to notify, suggest, file a complaint or clue with regard to illegal act, correctness of financial statement, defective internal control system or any act which is against the ethics principles to the Board of Directors via the Audit Committee via the following channels:
|- Chairman of the Audit Committee||Email:
|- Corporate Secretary||Email:
Tel. No: 0 2936 1701 Ext. 118
|- Company’s Website||Click at icon: Send email to Chairman of the Audit Committee.|
Details of the person who notifies such information (the whistle blower or the informant) or the clues shall be kept confidential to protect the right of such informant including the person who cooperates in fact finding. There are protection measures in place to make the whistle blower or the information including the person who cooperates for fact-finding confident that they will not be impacted from such complaint or from notifying such clue. The Company has communicated the “Anti-Corruption Policy” and “Fraud Protection Prevention Policy” to all employees during orientation session and also publicized via the Company’s bulletin board, Data Center as well as on the Company’s website (http://uac-th.listedcompany.com/misc/cg/anti_corruption_th.pdf and http://uacth.listedcompany.com/misc/cg/fraud_protection_policy.pdf), for acknowledgement and strictly compliance by the directors, the executives and the employees.
The Company has specified guidelines on monitoring and assessment on compliance with the fraud prevention policy and anti-corruption policy, where the Internal Audit Unit will inspect the internal control system, assess risks including corporate governance and will provide suggestions on continued basis. The Internal Audit Unit shall determine an annual audit plan which must be approved by the Audit Committee and shall report the inspection results including recommendations to the Audit Committee every quarter. If, after the investigation of the complaint or the facts from investigation, it is found that there is reasonable evidence that it should be believed there is any transaction or action which may be regarded as malpractice or corruption, the Audit Committee shall report to the Company’s Board of Directors to inform the improvement/correction measures within the period of time the Audit Committee deems appropriated. During 2017, the Company has not received any clue or complaint from the internal or external stakeholders at all and this information has already been reported to the Board of Directors during the meeting held on February 19, 2018.
The Board of Directors puts emphasis on disclosure of accurate, timely and transparent information, financial report and general information pursuant to the criteria of the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand as well as other material information which shall impact the prices of the Company’s securities, decision-making procedures of the investors and the stakeholders of the Company. The Company has disclosed its information technology to the shareholders, the investors and the public through the channels and public media of the Stock Exchange of Thailand and on the Company’s website for the sake of fairness and credibility.
The Company has specified the policy that the directors and the executives must report about their conflict of interests in the form provided every year and every time there is any change (if any) of the interest. The corporate secretary shall present such report to the Chairman of the Board and the Chairman of the Audit Committee.
With regards to the Investor Relations, the Company has established the Investor Relations Unit to facilitate the investors and the stakeholders on an access to the Company’s information. However, since there are only small numbers of such activities, therefore the Chief Executive Officer and/or the President was assigned to contact, communicate with the relevant institutional investors, the shareholders, as well as the analysts and the other related organizations. Other channels to contact with or enquire any information of the Company are via the Company’s website (www.uac.co.th) or contact the corporate secretary at tel. no. +66 2936 1700 Ext. 118 and Email Address: email@example.com or firstname.lastname@example.org.
In 2017, the Company has publicized information to the analysts, the investors, the shareholders, and the press in various channels as follows:
The Board of Directors shall be responsible for the Company’s financial statement, and the financial information as presented in the annual report. Such financial report shall be prepared pursuant to the generally accepted accounting principles of Thailand by selecting and constantly adhering to proper accounting policies. The information in the financial statement must be adequately and accurately disclosed. The Audit Committee shall review quality of the financial report and the internal control systems including disclose the material information adequately in the notes to financial statements then report to the Board of Directors for acknowledgement.
The Company has engaged D I A International Co., Ltd. to be the auditor of the Company and its subsidiaries for 2017. This company has been engaged as the auditor since 2009 and it did not have any interest with the Company, its subsidiaries, executives, major shareholders or the related persons of the aforementioned parties. It has independency and recognized qualifications as well as approval from the Office of the Securities and Exchange Commission. The Company’s financial statement always has been certified without any conditions from the auditor. The Company did not have any track record for being ordered to amend the financial statement by the Office of the Securities and Exchange Commission and it did not have any record for late submission of both quarterly and annual financial statement.
The Board of Directors consists of the knowledgeable and experienced members in diverse fields useful for Company’s business without any discrimination against age, gender and educational background and does not possess the prohibited characteristics pursuant to the law on public limited companies. The Board has important role in setting up policies and overall image of the organization, including supervising, auditing and evaluating performance of the Company against the given plans to ensure that they are in line with the laws, regulations, and resolutions of the shareholders’ meeting with honesty, ethics and under code of conduct. It shall supervise the management tasks of the executives to ensure that they are as per the specified targets and guidelines for the maximum benefits to the Company and the shareholders. The Company has the policy on restriction on holding of director position where each director can hold director position not more than 5 listed companies, so that the Company can gain maximum benefits from each director because he/she can devote his/her time to perform duty effectively and efficiently. The Chief Executive Officer and the President shall report to the Board of Directors in case they hold director position in other company, except in the case where they have been assigned to hold such position by the Company.
The structure of the Company’s Board of Directors is that more than one third of total members of the Board of Directors are the Independent Directors to act as balance of power on casting vote while considering various matters and the Audit Committee shall comprise of 3 Independent Directors. The Company has a policy that term of office of the Independent Director shall not be more than 3 terms, 3 years each. The Board of Directors may consider on renewal of term of office of the Independent Director if there are reasonable cause and beneficial to the Company and the shareholders.
At present, the Board of Directors consists of 7 members, 4 of them are non-executive directors who are qualified to be Independent Directors (3 of them are Independent Directors and members of the Audit Committee) and 3 executive directors who are the Chief Executive Officer, the President and the Chief Financial Officer. The number of the Company’s Independent Directors is compliance with the criteria specified by the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand which specified that it must not less than one thirds of total number of directors.
The Company’s articles of association specified that during every annual general meeting, one-third of directors shall retire. If the number of directors is not a multiple of three, then the number of directors closest to one-third shall retire. The directors who shall retire in the first year and the second year after the registration of the Company shall be selected by drawing lot, and for subsequently years, the longest serving directors shall be retired. A retired director may be re-appointed.
The Board of Directors has appointed various Committees, namely the Executive Committee, the Audit Committee, the Nomination and Remuneration, the Risk Management Committee and the Corporate Governance Committee to conduct specific matters and propose them to the Board of Directors for consideration or acknowledgement. Such Committees shall have the rights and duties as per specified in their scope of duty and responsibilities. Furthermore, the Company has a policy to assess performance and review operations of the Committees every year.
The Board of Directors has a policy that the Chairman of the Board and the Chief Executive Officer must not be the same person for clarity on responsibilities between specifying supervisory policy and routine management. Roles and responsibilities of the Board of Directors and that of the executives are clearly defined and segregated with balance of power. The Board of Directors has duty to formulate the policy and oversee the operations of the executives at policy level, while the executives perform their duties in various aspects pursuant to the specified policy.
The Board of Directors has appointed Miss Sajjaporn Rammayaprayoon as the Corporate Secretary on May 3, 2012 who shall have duties and responsibilities as per specified by the Securities and Exchange Act B.E. 2535. The Corporate Secretary shall be responsible for providing advice on laws and regulations that the Board of Directors and the executives must be well aware, supervising the Board’s activities, arranging the Board’s meeting and shareholders’ meeting of the Company, recording a minute of meeting of the Board’s meeting and the shareholders’ meeting, monitoring and coordinating on compliance with the Board’s resolutions as well as preparing and keeping important documents of the Company, such as a register of directors, a notice calling the director meeting, a minute of meeting of the Board of Directors and an annual report of the Company, an invitation letter to the shareholders’ meeting and a minute of shareholders’ meeting; keeping a report on interest filed by a director or an executive and performing any other tasks as specified in the Securities and Exchange Act.
The Board of Directors has duties to consider and provide opinions on important matters concerning business operations of the Company, such as vision and mission, strategies, risks, action plan and budget as well as to monitor performance of the executives to ensure their efficiency and effectiveness on compliance with the specified policies and action plan. The vision, missions, strategies, objective, business operation direction including important policies of the Company must be reviewed and considered every year or when nature of business has significantly changed. In 2017, The Board of Directors has considered and reviewed vision, missions and strategies and resolved that it’s still appropriate and consistent with business operation for 1-4 years (2017-2020). However, The Board of Directors will regularly consider and review strategies to accommodate changes in government policy and economic situation, both domestic and international, to enhance the business expansion continuously and sustainably.
The Board of Directors also monitored, supervised and implemented the specified strategies and the management has to present the operating results by comparing with the specified targets to the Board of Directors’ meeting every quarter. Such information will be used for closely monitoring the operating results of the management and to ensure that they shall be as per the specified strategy.
The Board of Directors has segregated power, duties and responsibilities on establishing supervisory policies and routine management clearly. The Chairman of the Board of Directors, the Chief Executive Officer and the President are appointed by the Board of Directors. The Chairman of the Board who must not be the same person as the Chief Executive Officer shall take the lead and have key roles in making decision concerning the Company’s policies as a result of the meetings of the Board of Directors under business objectives jointly considered and established by the Board and the executives. During each meeting, all directors are encouraged to actively participate as well as express their opinions independently. The Chairman shall also act as a chairman of the shareholders’ meeting of the Company. However, the Chairman shall not engage in routine tasks but shall support and give advice on business operations to the executives through the Chief Executive Officer constantly. The Chief Executive Officer shall be responsible for business management under the power authorized by the Board of Directors. Details of the power, duties and responsibilities of the Board of Directors have already been specified in the “Management Structure.”
The Chief Executive Officer and the President shall be responsible for management of the Company within the scope of authority assigned by the Board of Directors, the Company’s article of association, resolution of the shareholders’ meeting, resolution of meeting of the Board of Directors’ meeting or the Committees’ meetings. In addition, they can give order or perform any works necessary and appropriated to make the operation successfully achieve and also have power to approve for placement, appointment, transfer, removal as well as determine compensation and welfare of the employees, provided that, they shall not be contrary with the assigned authority or resolution of the Board of Directors.
The Company has prepared the written corporate governance policy and such policy has been approved by the Board of Directors’ meeting No. 1/2010 on May 6, 2010 and later has approved the amendment of the corporate governance policy during the Meeting of the Board of Directors No ./2014 on February 21, 2014. The Board of Directors assigned the Corporate Governance Committee to regularly review and monitor on compliance with such policy and present to the Board of Directors for acknowledgment. The Company has communicated with everyone in the organization about the correct and mutual understandings about ethical standards for business dealings and encouraged everyone to comply with such specified policy.
Practices pursuant to corporate governance principle that the Company has not yet complied are as follows:
|1. The Chairman of the Board is an independent director.||Segregation of duties between the Board of Directors and the top executives has been clearly specified.
The Chairman of the Board of Director is not the same person of the Chief Executive Officer and the
Chairman of the Board will not participate in daily management tasks, so there is a balance of power
between the corporate governance and the management.
|2. More than 66% of the members of the Board of Directors must be non-executive directors.|
|3. More than 50% of the members of the Board of Directors must be the independent directors.|
|4. The Board of Directors has a policy to limit the number
of years and that the independent director can hold office not more than 9 years.
|Even though it is specified that the term of the independent director shall be not more than 3 periods or 9 years,
but the Board of Directors may consider to extend the term of office of the independent director if there is a reasonable
cause and it will be beneficial to the Company and the shareholders. The reasons are that the Board believes that the
independent director who holds office more than 9 years can understand nature of business operations of the Company
and still maintain independence on consideration, giving opinion or recommendation which will be beneficial to the
Company because qualifications of the independent director specified by the Company are stricter than criteria specified
by the SEC and the SET.
The Board of Directors adheres to the equitable and fair business operations and specifies a written code of conduct to put into practice and disseminate to the directors, the executives and the employees as practical guidelines. Objectives are to express its intention to conduct business with transparently, ethically and responsibility to the stakeholders, by taking into consideration the societies and environment through the trainings and various communications within the organization. Such code of conducts shall reflect goodwill and practical guidelines to be observed by all employees. Ethical framework include respect and comply with laws, interests and conflicts of interests, use of inside information and maintenance of confidential information, internal control system and internal audit, receiving and giving of gifts, properties or other benefits, intellectual properties, information technology and communication, political rights and impartiality, employees treatment and responsibility to stakeholders.
The Company has announced and informed all employees for their acknowledgement and strictly compliance beginning from the orientation when they start to work as well as promoted on compliance with such guidelines continually. The internal audit unit shall regularly follow up their performance then report to the Audit Committee for its acknowledgement.
The Company’s policy concerning the conflict of interest is based on principle that any decision making on business operations shall be based on maximum profits of the Company only and shall avoid any acts which may cause conflict of interest. The directors, the executives and the employees shall review and disclose the transactions with conflict of interest for the Company’s acknowledgement, as well as to inform their relationship or connection with such transaction. During any consideration, person who is related to or connected with such transaction shall not participate in consideration process and shall not have power to authorize such transaction. Any undertaking to be conducted shall bear in mind about its suitability, prices and conditions, like conducting the transactions with the third party.
The Audit Committee shall propose the connected transactions and the transactions with conflict of interest to the Board of Directors for consideration and approval and they shall be carefully considered to ensure compliance with criteria of the Stock Exchange of Thailand as well as to disclose them in the annual report and annual information disclosure form (Form 56-1).
The members of the Board of Directors and the executive of the Company shall include their spouses and children under legal age. When there is a change in securities holding of the Company, they shall notify the Company and submit a report on a change of securities holding to the Office of the Securities and Exchange Commission under Clause 59 of the Securities and Exchange Act B.E. 2535 (A.D. 1992) within 3 working days after the date such shares have been purchased, sold, transferred or accepted transfer. In addition, the directors, the executives or the working units that can access to inside information are prohibited to disclose such information to the third party or other people who do not have the related responsibilities. They are also prohibited to purchase or sale of securities of the Company within 1 months before disclosure of financial statement to the public and at least 3 days after disclosure of such information to prevent any wrongfully use of inside information.
The Board of Directors places importance on good corporate governance and internal control systems, both at management and operation level. Internal control system is a key mechanism to provide confidence to the executives to reduce business risks, support effective business operations by allocating properly resources to achieve the targeted objectives. It can prevent the assets from missing, losing or wrongfully exploiting. It can also make the annual report accurately and credibility, including can help the personnel to comply with related laws and regulations as well as to protect the shareholders’ investments. As a result, the Company has defined a clearly written policy on duties, operational powers of the executives and the employees, on control usage of the Company’s assets, including to appropriated segregate the operating person, the supervising person and the evaluating person for purpose of balance of power and cross checking.
The Board of Directors assigns the Audit Committee to audit the suitability and efficiency of the internal control systems established by the executives, relating to the operation, financial reporting, compliance with rules, regulations, policies and corporate governance principles including risk management. The Board of Directors also emphasizes on advance warning signs and irregular transactions. The Company has engaged Miss Jinnipa Ploysanrak* who has capabilities and experiences on auditing internal control system to be the Company’s internal auditor to audit and ensure that the Company has adequate and proper internal control systems. For full independency and balance of power, such internal auditor shall directly report to the Audit Committee. The Company shall constantly follow up and evaluate adequacy and appropriateness of the internal control systems at least once a year to ensure effectiveness of the system.
Remark: * She resigned from the Company on September 26, 2017 and the Audit Committee has appointed Mrs. Jarunee Boonmangme, Vice President - Finance and Secretary of the Audit Committee to act in this position during the period for recruitment of the new internal auditor.
The Board of Directors puts emphasis on risk management and is responsible for defining overall risk management policy of the organization, assessing risk and managing them to be in acceptable level. The Board of Directors has appointed the Risk Management Committee to manage risks to ensure that risk management is effective and is compliance with the specified policies. Overall principles are that there shall be the measures to tackle any risks that might prevent achievement of the planned business operations and the Company must have measures for managing those risks by arranging internal control system and risk management system in place as well as disclose it to encourage and stimulate everybody to build up working culture that realizes importance of risks and understanding of their causes then corrects them, for instance the improvement of the working procedures, usage of the resources properly as well as usage of tools to prevent or mitigate any possible risks. The abovementioned systematic operations can provide new business opportunities which can add value to the organization.
The Board of Directors is responsible for the financial statement of the Company and assigns the Audit Committee to audit and prepare the financial report in accordance with the generally accepted accounting principles. The Company’s important information must be adequately and transparently disclosed. The Accounting Department and/or the auditor shall attend the joint meeting and present the financial report to the Board of Director every quarter. The Board of Directors is responsible for the Company’s financial information including the financial information system (Report on Responsibilities of the Board of Directors to the Financial Report) as presented in the annual report. Such financial statement has been prepared pursuant to the generally accepted accounting standards and has been audited by D I A International Audit Co., Ltd., the Company’s auditor. Disclosure of important information system including the financial and non-financial information shall be based on complete facts and on regularly basis.
The Board of Director has specified the policy that mandated all directors to assess performance of the whole committee and individually as well as the Committees for operations in each year. Self-assessment Form of the whole Board of the Directors and the individual director comprises of 6 main topics: (1) Structure and Qualifications of the Board; (2) Roles and Responsibilities of the Board; (3) the Board Meeting; (4) the Board’s Performance of Duties, (5) Relationship with the Management; and (6) Self-development of Director and Development of the Executive. Additional details in each topic will be provided to the director to support their consideration. The Board Self-assessment Form shall be reviewed on appropriateness every year. The Corporate Secretary shall collect and summarize results of self-assessment of the whole committee and individually including assessment result of the Committees to be presented to the Board of Directors. Results from assessment shall be used for develop efficient of the Board. In 2017, the Board of Directors has assessed performance of each member individually in order to develop efficiency of each person. Overall results from the assessment of the whole committee and individually were excellent and most appropriated with average scores in excellent ranges, or 95.75% and 95.69 percent, respectively. Average score from performance assessment result of Sub-Committee was 98.05, which was also in excellent range.
Generally, the Board shall arrange the meeting every 3 months by planning meeting schedule in advance every year and an extraordinary meeting may be arranged in case of necessity. For each meeting, the clear agenda must be specified with correct, complete and adequate supporting documents submitted to each director in advance prior to the meeting at least 7 days so that the director can have time to study information before attending the meeting, except in case of emergency. Minutes of meeting of the previous meetings which have been approved from the Board of Directors’ meeting shall be kept and available for inspection any time. Furthermore, the Company must prepare and submit a monthly performance report to the Board of Directors for acknowledgement, so that the Board can be informed of the Company’s business and can supervise operations of the executives continually and in due time.
During the meeting, the Chairman of the Board of Directors, the Chief Executive Officer and the President shall jointly set agenda for each Board Meeting and each Board member is allowed to suggest agenda items. It also has a policy to encourage all directors to attend the meeting every time or at least 3 out of 4 of the meeting throughout the year, so that each director can fully take part in consideration and provide opinions for the meeting agenda.
The Chairman shall lead the meeting and all other directors are encouraged to express their views independently. Top executive may attend the meeting during some agenda to provide detailed information that they are responsible for and to be informed of the policy directly. Resolution of the Board of Directors’ meeting shall be made by a majority of votes and there must be at least 2 out of 3 of all directors present and cast the vote and each director shall have one vote. The director who might have any conflict of interest shall not attend the meeting and/or shall not cast the vote. In the event of a tie, the chairman of the meeting shall have an additional casting vote.
All committee members are entitled to inspect the meeting document and other important document and if the Independent Director or the Audit Committee has any inquiries, other director and the executive of the Company shall answer such inquiries accurately and as soon as possible.
In the event where the director does not agree with the resolution of the meeting, such director may ask the Corporate Secretary to record such disagreement in minute of meeting or submit an objection notice to the Chairman of the Board.
The Corporate Secretary shall attend the Board Meeting every time to record a minute and submit it to the Board of Directors within 7 days from the meeting date and request the Chairman of the Board to consider, sign and certify it. Such minute shall be proposed to the next meeting for certification and approval. The Corporate Secretary shall collect the information or documents concerning the meeting for convenience on searching and reference. Normally all members of the Board of Directors shall attend the meeting every time, except there is a necessary matter which shall be notified in advance prior to the meeting. Moreover, the Board of Directors has a policy that Non-executive Directors shall hold meeting among themselves, as necessary to consider the issues of their interests without the management presenting. In 2015, they have arranged such meeting on December 14, 2017 and results of the meeting have already notified the Chief Executive Officer. The participation of each committee member can be summarized as follows:
|Board of Directors
|Risk Management Committee
|Nomination & Remuneration
Committee (2 times)
|Corporate & Governance
Committee (1 time)
|1. Assoc. Prof. Paiboon Sareewiwatthana||11/11|
|2. Mr. Kitti Jivacate||11/11||6/6|
|3. Mr. Chatchaphol Prasopchoke||11/11||6/6||4/4|
|4. Ms. Nilrat Jarumanopas||11/11||6/6||1/1|
|5. Assoc. Prof. Dr. Aekkachai Nittayagasetwat||11/11||5/5||4/4||2/2||1/1|
|6. Assoc. Prof. Dr. Paritud Bhandhubanyong||11/11||5/5||4/4||2/2|
|7. Ms. Jeerapan Jinda||11/11||5/5||2/2||1/1|
The remuneration policy of the Company for the directors and the executives is appropriated and is based on the Company’s performance by comparing with the companies in the same business/industry and the economic situation including appropriateness of duties and responsibilities of each director and executive. It is provided as the committees’ remuneration and/or salary and bonus.
The 2017 Annual General Meeting of Shareholders dated April 20, 2017 has approved the remuneration to the Board of Directors and the Committees and details of the remuneration and payment conditions are presented in the Remuneration to the Board of Directors and the Executives.
Remuneration of the Chief Executive Officer, the President and the Chief Financial Officer
The Company carefully considers about the remuneration to the Company’s executives who are the Chief Executive Officer, the President and the Chief Financial Officer to ensure that it is appropriated and in comparable rate with the same group of business in order to attract and retain the qualified executives. The executives with greater duty and responsibilities are paid more. The consideration criteria are based on principle and policy specified by the Board of Directors, performance of the Company as well as scope of responsibility and performance of each executive. For remuneration consideration of the executives, the Company has assessed performance of the Chief Executive Officer, the President and the Chief Financial Officer every year and the Nomination and Remuneration Committee would use such assessment results to consider about remuneration of each executive before proposing to the Board of Directors for consideration and approval.
Development of the Directors and the Executives
The Board of Directors has a policy to encourage and facilitate on provision of trainings and seminars to the directors and executives to enable them to continuously improve their performance and enhance their knowledge and capability to increase their competency in operating business efficiently and consistent with the current situation. The trainings and courses for development of the directors and the executives in 2017 could be summarized as follows:
|Directors / Executives||Date of trainings/seminar||Course Details (Organizer)|
|Assoc. Prof. Dr. Paritud Bhandhubanyong,
Independent Director /Chairman of Risk
Management Committee, Member of Audit
Committee, Member of Nomination & Remuneration Committee
|March 30, 2017- April 1, 2017||Strategic Board Master Class (IOD)|
|October 16-17, 2017||Risk Management Program for Corporate Leader (IOD)|
|Mr. Chatchaphol Prasopchoke
Director / President
|January 19 – 20, 2017||Intellectual Property and International Trade
and the Drive towards the Fourth Industrial
Revolution (IP & IT Associate Judge Club)
|February 16, 2017||Decode Securities and Exchange of Thailand
Act B.E. 2559 (Business Line & Life Co., Ltd.)
|September 6, 2017||Energy Symposium 2017 - Energy 4.0
Opportunity of Thai Industries (The Federation of
|Ms. Nilrat Jarumanopas
Director / Chief Financial Officer
|March 29, 2017||The Digital Accountant (Federation of
Accounting Professions under the Royal
Patronage of His Majesty the King)
|June 5 – 6, 2017||Land and Building Tax (OMEGAWORLDCLASS
|June 29 – 30,2017||Accounting Standards on Financial Instruments
(Federation of Accounting Professions under the
Royal Patronage of His Majesty the King)
|September 12, 2017||Adjustment of strategy on issuance of bond
to make it fit for current situations (ThaiBond
|October 4 – 6, 2017||Strategic Financial Leadership Program (Thai
Listed Companies Association)
|October 20, 30, 2017||All TFRS for 2017, Batch No. 2/60, 2nd Course
(Federation of Accounting Professions)
|November 30, 2017||TMA DAY 2017: Business Context the Speedy
World (Thailand Management Association)
|Ms. Preeyaporn Thanaratset
Executive / Senior Vice President –
Sales & Marketing
|October 4, 2017||Foreign Trade Management (Kasikornbank)|
|August 20 – September 2, 2017||Senior Executive Program (Sasin Graduate
Institute of Business Administration)
Every time there is a change of a director or there is a new director, the Corporate Secretary shall provide the new director useful document and information which will be beneficial for performing duty as well as arrange an orientation session to introduce business structure, structure of the Board of Directors, scope of authority and responsibility, relevant laws as well as nature of business, business directions and policies of the Company for such new director. Moreover, the Chairman or the person assigned by the Chairman shall arrange plant visit tour for such new director in order to make him/her understand each production process, so that he/she can perform the work effectively.
The Board of Directors has management mechanism that can control, supervise on administration and is responsible for operations of the subsidiaries to preserve benefits of the Company’s investments. The Company’s representatives are assigned to be the director and/or the executive in the subsidiaries and the associated companies pursuant to shareholding proportion of such companies. The Board of Directors shall consider and approve on appointment of the Company’s representative to hold position of director and or the executives in the subsidiaries and the associated companies, as well as their power, duty and responsibilities. In addition, with regards to stipulation of important policy on business operations of the subsidiaries and the associated company, they shall be presented to the Company’s Board of Directors to consider and approve before proposing to the Board of Directors of the subsidiaries or the associated companies, so that the supervision on their operations shall be efficiently and in line with the operation criteria of the Company.
For transparency and prevention of personal gains from the usage of the Company’s inside information which has not yet been disclosed to the public as well as for avoidance of any criticism concerning an appropriateness on purchase and sales of the securities by the internal people, the Company, therefore, has established the operating guidelines to be observed by the Company’s directors, the executives and the employees as follows:
In addition, such requirement shall also apply to the spouse and children under legal age of the Company’s directors, the executives and the employees. Those who violate shall be subject to disciplinary or legally penalty, as the case may be.
The Company and its subsidiaries paid remuneration to D I A International Auditing Co., Ltd., its auditor for the year of 2017 totaled Baht 3,399,750 with details as follows:
|Details on Auditing Works||2017|
|Auditing fee of the Company||1,500,000|
|Auditing fee of the Subsidiaries||1,640,000|
|Other services fees*||259,750|
* Other services fees include transportation allowance, vehicle fees, per diem allowances, miscellaneous expenses, and etc.
As at December 31, 2017, the Company has total 113 employees (excluding 5 executives) and all of them are permanent employees which can be divided into each line of business as follows:
|Department/Business||No. of Employees (Persons)|
|Sales & Marketing||16|
|Quality & Risk / Engineer||6|
|Supply Chain Management||7|
|Finance & Internal Audit||4|
|Investor Relations & Corporate Secretary||2|
|Administration & Executive Secretary||11|
|Corporate Affairs / IT||4|
In 2017, total remuneration paid to the employees by the Company was Baht 85.18 million, comprising of salaries, commission for sales of goods, vehicle cost, contribution to the provident fund and contribution to the social security fund. Other welfares provided to the employees apart from the above remuneration included life, health and accident insurance, provision of trainings and seminars and etc.
The Company has established a provident fund since February 1, 2004 with SCB Asset Management Co., Ltd. Later, on July 30, 2009, the provident fund manager has been transferred to Kasikorn Asset Management Co., Ltd. with objective to strengthen morale support to the employees and to motivate them to work with the Company for a long run.
The Company has a policy to constantly develop its personnel at all levels to enhance their knowledge and capabilities which shall be beneficial to the Company as it can make the Company having capable personnel who can contribute their knowledge to the Company. The Company has the annual internal and external training plan to enhance capability and skills of the employees pursuant to their responsibilities at each level. For more details on personnel development in 2017, please see “Sustainability Development Report 2017”.
In addition, the Company also arranged projects to enhance sense of participation and joint activities among the employees which included:
The Company is committed to conducting business in accordance with guidelines for sustainable development and under the good corporate governance and principles, transparency, together with social and environment responsibility, by considering of all stakeholders in order to develop our business to become a strong and sustainable organization forever.
To make our business success sustainably, standardized, systematically and ensure that our actions are consistent with the Company’s designated vision and mission and concerned all stakeholders, the Company has prescribed Sustainable Development Policy and appointed Sustainable Development Committee to drive and manage all actions to be consistent with sustainable development policies and objectives. For more details on sustainable development in 2017, please see “Sustainability Development Report 2017”, which shall form an integral part of this Annual Report.