Choose Language: EN TH

CORPORATE GOVERNANCE

policy on corporate governance

 

1. right of shareholders

  • The Board of Directors should facilitate shareholders’ meetings in such a way that they encourage equal treatments for all shareholders.
  • The rights to receive the information, ask any questions, and vote in the Annual General Meeting. The Board of Directors shall attend shareholders’ meetings and answer to the questions that rise in the meeting.
  • The Board of Director shall prepare the minute of the meeting report, and inform the investors via Stock Exchange of Thailand and Company’s website as soon as possible, and within 14 days after the meeting.

2. role of stakeholders

  • There are many groups of stakeholders within the system of corporate governance. Principal groups of stakeholders include customers, the management and employees, suppliers, shareholders of investors, external auditors, the state, and the communities in which the company’s activities are located. Other stakeholders include trade unions,competitors, and creditors, etc. Each has objectives and expectations different from the company.
  • The Board of Directors should perceive about stakeholders’ legally rights stakeholders include employees, suppliers, communities, rivals, and creditors, and ensure that those rights are protected and treated with care. The Board of Director should support cooperation between the company and the various groups of stakeholders in order to secure the business wealth and stability.

3. disclosure and transparency

  • The Board of Directors has the responsibility to disclosure important information such as financial and non-financial correctly, timely and transparently to shareholders, Stakeholders equally as per company’s objective and government department concern.
  • The disclosure information are prepare in the manner of accuracy, correctly and transparently with the easy to read and understand.
  • Having Investors Relation unit to represent the company in communication with institutional and individual investors, stock analysts in general and state agencies concerned.
  • The Board of Directors should provide a report the disclosure information for evaluation and business tend for the manner of easy understanding in the annual report.
  • The Board of Directors should provide a report indicating its responsibilities to prepare financial statements, and be exhibited alongside the auditor’s report in the company’s annual report.
  • The Board of Directors should disclose the total attendance of each director in the annual report.
  • The Board of Directors should disclose the changing in number of company’s shares that hold by each director as per Stock Exchange Commissioning regulation.

4. business ethics

  • The Board of Directors should provide code of ethics or statement of business conduct for all directors and employees to ensure that they are aware of, understands, and would keep monitoring the code of conduct as expected by the company and its shareholders.

5. cibtrolling system and internal audit

  • The Board of Directors should provide, maintain, and review a controlling system in which financial, operations, and compliance controls are incorporated. The system should also comprise risk management and pay a great deal of attention to all the early warning signs and extraordinary items.
  • The Board of Directors should commence internal audit activities by setting up a separate unit within the company to handle them.

6. responsibilities of the borad

  • Board of Directors has the role and responsibilities to the shareholders for the company business and manage as per company objective for maximum benefit to the shareholders with ethical and mutual benefit.
  • Board of Directors shall appoint and authorize Chief Executive Officer to execute the company business plan
  • It is a duty of directors to attend every board meeting, except with reasonable excuses.
  • The Board of Directors meeting should have regularly every 3 months and scheduled in advance. The Chairman is acting on the behalf chair person in the meeting, prepare the agenda, and make sure that all the reverent information has been received by Directors members within a propitiate time.
  • Chairman of the board should promote prudent consideration and allocate appropriate time for the management to present adequate issues and enough for the directors to broadly discuss important matters with care.
  • In the matter of consider any agenda, the Directors has the right to seek out, or request more information, or need advisory from the expert, all the expense shall be bored by the Company.
  • The resolution from the meeting shall be recorded; any disagreement in the meeting shall be recorded on the minutes of meeting as well.
  • The Board of Directors shall appoint a Company Secretary to support and prepare the agenda, invitation letter, filing and advice to the Board of Directors for any laws, regulation that may concern.
  • The Board of Directors should provide a report indicating its responsibilities to prepare financial statements, and be exhibited alongside the auditor’s report in the company’s annual report.
  • The role and responsibilities of Board of Directors are as follow:

    1. Approve for strategic planning, execute and company’s budget

    2. Approve the operating results each quarter compare to the plan and future tend.

    3. Approve the investment, buy or accusation or Joint Venture Agreement for thosewithin the Stock Exchange of Thailand’s regulation.

    4. Approve on company behalf of any that concern with debts, business strategy, inancial, and goodwill.

    5. Approve and sign contract agreement on the company behalf of unusual business and important normal business operation.

    6. Approve any connected transaction between companies, subsidiary, joint venture, and related person for those which not require the approval from shareholders.

    7. Approve any business transaction that has the impact to debt to equity ration more than 1 : 1

    8. Approve interim dividend payment.

    9. Approve any change in accounting method and financial

    10. Appoint the Company Secretary

    11. Approve an authorization for Chairman, Chief Executive Officer, or any Directors for any duty. The authorization shall be enforce until further notice.

    12. Approve the Corporate Governance Policy.

    13. Authorize to approve on the company behalf for execute any matter as per the laws, company objective, and resolution from the Annual General Meeting.

    14. Authorize to execute any matters to conform the laws, company’s objective, regulation and resolution from the Annual General Meeting of the shareholders.

7. inverstor relation

  • The Board of Directors should ensure that the company disclosed important information correctly, timely and transparently. The Board of Directors should provide an Investor Relation Unit to represent the company in communication with institutional and individual investors, stock analysts in general and state agencies concerned. The Board of Directors should provide for adequate resources to help develop knowledge and ability of company personnel in their communication and resenting information.