Corporate Governance
Policy :
The company recognizes the importance of good corporate governance for transparency in operation and the responsibilities of the Board of Directors and enhance the shareholders' trust and value.The company has committed to comply with corporate governance guidelines issued by the regulatory bodies that govern its operations as a public company, and to the implementation and compliance with such other standards as are appropriate to the conduct of its business.
- Rights of Shareholders and Equitable Treatments of Shareholders
- Role of Stakeholders
- Disclosure of Information and Transparency
- Responsibility of the Board of Director
- Internal Control
Shareholders have the rights as a holder of shares, which is equivalent to the owner, such as the rights to buy, sell, and transfer the shares; rights to receive the share of dividends, and rights to the shareholders' meeting; rights to express opinions; rights to make the major decision such as electing the directors, and approve major decisions as to the directions of the company; and rights to amend the Article of Associations.
The company recognizes the rights of all shareholders to eligible for information that are correct, complete, sufficient, and on time. In every shareholders' meeting, invitation letter with agendas and directors' recommendation are sent to shareholders 10 days before the meeting. In the meeting, the chairman will provide enough time for every shareholders to ask questions and express any opinions. If any shareholders cannot attend the meeting personally, they can give proxy to anyone or recommended audit committee member or managing director to attend and vote on behalf. For shareholders' meeting, the company chose the location and time that are convenient to the shareholders to attend as much as possible. In 2009, the meeting was held once on 29 April 2009 at company's office in Bangkok. In 2009, all three independent directors who attended the meeting.
The Equitable Treatment of Shareholders
The company has the policy to create the equal treatment to all groups of shareholders regardless of major shareholders, minor shareholders, institutional shareholders of foreign shareholders especially the minor shareholders. Therefore, details are set as follows:
- The votes in the meeting are equal to the number of shares hold. Each share is equal to one vote.
- Prohibit company directors and employees who can benefit from inside information to disclose any inside information to outsiders within 30 days before disclose the financial information to the Stock Exchange of Thailand. In addition, the directors and management are required to report the change of shareholding to the Securities Exchange Commission within 3 days for disclosure purpose.
The company recognizes the importance of every group of stakeholders including the company staff, management, customers, suppliers, competitors, and government agencies. The company realizes the importance of cooperation with all groups of stakeholders enhances the value and the stability of the company.
- Shareholders: Other than the basic rights and legal rights and Article of Association such as rights to attend the meeting, rights to vote, rights to express opinions in the meeting, and rights to dividend, shareholders also entitle to the rights of suggestion and opinions for the business operation. Every comments will be taken into consideration by the Board of Directors.
- Customers: The company is determined to ensure that the customers are satisfied with the quality and price through continuous development, and maintaining the standards determined by the customers, and regulations set by the government.
- Competitors : The company considered the competitors to be a major factor to drive the company to improve its operation in order to satisfy the customers under the requirement of the law. During the past year, the company does not have any legal issues with its competitors for unfair business.
- Creditors: the company realize that setting good and trusting relationship with its creditors to ensure the payment is an important part of the operations.
- Employees : The company considered its employee as one of the most important assets. Therefore, there are programs set to develop the skills constantly for personally and for the expansion of the business.
- Social : the company sees the importance of the society especially in the area of education. Thus, the company has provided scholarship and trainings to students since 2004.
In addition to the disclosure of financial information and other information to the public according to the requirement of Securities Exchange Commission and Securities Exchange of Thailand, the company also disclose the following:
- Disclose the duty and responsibilities of each sub committees including the attendance statistics
- Disclose the remuneration in monetary and non-monetary (if any)
- Give opportunities to questions and comments through public relations or secretary.
4. The Directors' Responsibilities
The Board of Directors include people with knowledge, vision, capability and experiences in different areas that will benefit the most to the company. The board has determined and agreed in the vision, mission, target and business plans and oversea the management to follow in order to create the shareholders' wealth.
The Board of Directors' responsibilities include
- Monitor and manage the operation of the company to follow the regulatory requirement, articles of associations, and shareholder's resolutions on the basis of good corporate governance.
- Formulate and monitor the structures and procedures to ensure that the management follow the policies to maximize the shareholders' wealth.
- Set up shareholders' annual meeting within 4 months from the year-end closing date and any other meetings necessary.
- Set up board of directors meeting every quarter with at least 60% presence. The resolution is based on the majority vote. If equal, the chairman of the meeting will have one additional vote.
- Consider budget for investment.
- Report financial data and other information important to shareholders. Ensure that the information are correct, complete and sufficient.
- Set up internal control system, and risks analysis with regular follow up system.
- Formulate and separate responsibilities to different sub-committees.
- Oversea the executive directors and management to follow the policies and lists that need the approval from the shareholders according to the requirement of Stock Exchange of Thailand.
During the Board of Directors Meeting No. 2/2002 on 14 May 2002, the Board had agreed to hire Office of DIA International Auditing to be our Internal Auditor as suggested by the Audit Committee. The Board has renewed the contract with DIA since to audit various systems in accordance with the Internal Control requirement that the company has set up and to advise any improvements.
The company's independent auditor from Ernst & Young Office Limited did not have any comments in the company's internal control that would affect the financial statements as of 31 December 2009.
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