The Company gives high priority to the good corporate governance. The Company believes that the good corporate governance system will enable the Company’s management to be accountable and the operation to be transparent and competitive in order to preserve existing capital and enhance shareholders’ value in the long term. The corporate governance framework will ensure good ethical standard and always consider any affecting stakeholders and society.
The Company clarifies the 5 aspects of the corporate governance determined by the Stock Exchange of Thailand as follow.
| Shareholders’ right
To ensure that the Company’s operation achieve sustainable growth and enhance confidence for investors and stakeholders, the Company has determined the corporate governance policies. The Company’s Board of Directors must carry out the following:
The Board is aware of the equal rights of every shareholder. During the shareholders’ meeting, the Company will send meeting invitation as well as supporting information to shareholders prior to the meeting to help shareholders making decision in every agenda. Other than the ordinary general shareholders’ meeting that is hold every year, if there is any urgent issue for special consideration that may impact interests of the shareholders or concerns government’s regulation that require shareholders’ approval, the Company will call for extraordinary shareholders’ meeting as appropriate.
In the shareholders’ meeting invitation, the Board will inform shareholders of the meeting date, time, venue and agendas. During every shareholders’ meeting, the meeting Chairman will invite any question and comment from shareholders. The meeting minutes of each shareholders’ meeting will be presented to the shareholders in the next shareholders meeting for approval.
The Company will keep the shareholders’ meeting minutes in safe place and available for inspection from relevant personnel.
During 2007/08, the Company held an ordinary general shareholders’ meeting and an extraordinary shareholders’ meeting, both of which were held at the Company’s head office on the Company’s working day. During both meetings, 9 out of 10 directors participated in the meeting. The Company’s Chairman, President, and Chairman of the Audit Committee, as well as legal consultant and accounting auditor, participated in both meetings to respond to any inquires raised by the shareholders.
| Equitable treatment for shareholders
The Company submit shareholders’ meeting invitation in both Thai and English, along with previous meeting minutes, annual report, proxy form, details and required documents to attend the meeting, map of meeting venue, everything in both Thai and English languages, to the shareholders at least 7 days prior to the meeting.
Moreover, in the meeting, the Company will provide voting ballet to shareholders and proxies. The Company also allows shareholders and proxies to raise any questions or comments prior to the voting process of each agenda. The Company will disclose vote counts of each meeting agenda to the shareholders’ meeting.
During the meeting, the Company will present adequate information for the shareholders to make decision. The Company also provides registration system and snack for the participated shareholders. After the meeting, the Company also arranges a site visit on the Company and subsidiary’s facilities.
|Roles of stakeholders
The Company gives importance to all stakeholders, details as follow.
The Company has policy to operate business transparently and ethically according to the Company’s regulations, law, announcement and other relevant regulations. The Company also communicates the Company’s policy to employees at all level to be guideline to operate business according the Company’s objectives with honesty, ethics and fairness to both the Company and every stakeholder. The Company determines policy to encourage the whistle-blowing for any illegal activities, financial report fraud, internal audit misconduct, or any serious misconduct. The internal audit or outside party must report to the Chairman of the Audit Committee.
|Information disclosure and transparency
The Company’s Board of Directors comprised of knowledgeable, skilled and experienced personnel in business. The Board will determine the Company’s policies, visions, strategies, objectives, missions and business direction. The Board will follow up and ensure that the executive carried out the policy efficiently and effectively. The Board comprised of 10 persons who are appointed or re-elected by the shareholders’ meeting, according to the Public Company Limited Act B.E. 2535. The Board must ensure that the business operation will comply with laws, the Company’s regulation, objectives and shareholders’ approval, and must be carried out ethically, which follow the guideline of the Stock Exchange of Thailand.
Directors and executive remuneration
The Company appoints the directors in the way that will prevent any person or group of person dominate decision making to ensure efficient management and create the check-and-balance system. Currently the Company has 10 directors which consist of:
Therefore, the Board comprised of 3 independent directors, which is 33.33% of the Board’s member. Therefore, the Board’s management is supervised by the directors who are not executives. The Company deems that Audit Committee has enough check-and-balance power.
Position consolidation and segregation
The Company’s Chairman is not the same person as the President to segregate responsibilities between the one who determine policy and supervise and the one who manage day-to-day operation. Although the Chairman represents the major shareholder PNI, the Company has appoints 3 independent directors to create check-and-balance and to ensure that the operation is transparent and efficient. The Board has clearly determines the responsibility and authority of the President. If the President or related person is found to potentially have conflict of interest in any transaction, the President will not have authority to proceed on such transaction. In such case, the President will have to propose the transaction to the Board of Directors that will be considered by the 3 independent directors.
The Board’s meeting
In the past, the Board of Directors regularly met and has special agenda as deemed appropriate. For every Board’s meeting, the Company will schedule the meeting date in advance and notify to every director. The Board’s secretary will notify date, time and venue, as well as the meeting agenda to every director prior to the meeting. In every meeting, every director can freely make comment to the meeting. The Board’s secretary will make a meeting minute. During 2006/07, the Company held 5 Board’s meeting with following attendance record for each director as follow.
The Board appoints Audit Committee which comprise of independent directors to help managing the Company. Name and responsibilities of the Audit Committee have been indicated under the Management topic. Audit Committee meets every 3 months and report to the Board of Directors of any conflict of interest.
Potential conflict of interest transaction: : The Company has policy concerning potential conflict of interest transaction that may happen that the transaction must be necessary, will benefit the Company, and is fairly priced according to the normal practice. In practical, the Board will comply with the law concerning Securities and Securities Exchange laws, regulations and announcement from the Stock Exchange of Thailand, as well as the disclosure rule of the connected transaction and acquisition and disposal of the Company or subsidiary’s assets. Moreover, the Company will disclose the connected transaction in the audited note attached to financial statements according to the generally accepted account principle.
Internal audit and risk management systems
Report from Board of Directors
The Board of Director is responsible for the Company’s financial statement and financial disclosure that will appear in the annual report. The financial statements are made according to Thailand’s generally accepted accounting principle. The Company uses appropriate accounting standards and applies them consistently and prudently. The Company discloses adequate information in the note attached to the financial statements.
The Board appoints the Audit Committee with 2-year tenure to review and ensure that the Company discloses adequate and accurate financial information, has appropriate and efficient internal audit system, operates transparently according to the Company’s policies and regulations and any relevant laws and regulation, and select, propose appointment and determine remuneration for the Company’s accounting auditor.
The Board of Director is well aware that the Company’s information, both financial and non-financial, will affect investment decision making process of investors and the Company’s stakeholders. The Company has policy for the management to be responsible for information disclosure of the significant information that may affect investor’s decision making and ensure that the disclosure is complete, accurate, reliable, consistent and timely. The Company does not have a plan to set up the investor relation unit in the near future. The Company appoints Mr.Soroj Tangnaitham, financial and accounting division manager and the Board’s secretary to interact and respond to shareholders, investors, analysts and relevant government agencies.