Every shareholder is regarded as company’s owner who is having the equitable rights. These treatments are rights to buy/sell/transfer shares, rights in company’s profit and dividends, rights to receive timely and sufficient information through appropriate accessible channels, which in turn will result in the decision on the director voting, nomination of the auditors, and rights to attend the meeting for any voting.
The company recognizes the importance of the equal rights of all minor shareholders and institutional investors. Also, the company always ensures that all shareholders’ right are protected and fairly treated:
- Promote shareholders to exercise their rights
- Prevent any actions which will interfere or deprive other shareholder’s rights
- Promote and provide adequate information to all shareholders
- Set up preventive actions on any abstinence of the usage of internal information for one’s benefit
- Channels for all shareholders to report if ones find that there might be any consequences toward ones’ benefits.
- . Promote the right to participate in shareholder’s meeting, whereby in each meeting the company will:
- Inform the shareholders prior to the meeting on rules and procedures of the meeting, right voting procedures.
- The company will distribute adequate and necessary information in a timely manner prior to the meeting. The information will be displayed in company’s website prior to distributing the relevant documents to the shareholders. This enables shareholders to gain quick access to the meeting details prior to the meeting.
- Proper registration will be provided to accommodate the shareholders (4) Facilitate and provide appropriate accommodation to all shareholders.
- Prepare proxy form in the format to facilitate the voting
- Nominate at least 2 independent directors as an alternative for the shareholders to give a proxy to the 2020 Annual General Meeting of Shareholders, the Company nominated independent directors with for shareholders to appoint 2 proxies; Chairman of the Corporate Governance Committee And Chairman of the Nomination and Remuneration Committee
- Clear procedure to allow minor shareholders to propose agenda, nominate candidates for directorship, and submit any queries in advance. For the 2020 Annual General Meeting of Shareholders, the Company provides an opportunity for minor shareholders to propose additional agenda items for the Annual General Meeting of Shareholders. And nominate persons to be elected as directors in advance From January 30, 2020 to February 29, 2020, the Company has published the information on the Company’s website for shareholders to know in advance the right and method to propose additional agenda. Including the deadline for proposing additional agendas including the Company publishes information through the news system of the Stock Exchange of Thailand.
- Create an open atmosphere to allow shareholders to give opinions or suggestions, and ask queries during the meeting
- Promote the use of voting cards on any important agenda
- Promote the attendance of all directors and all chairmen of sub committees to attend every meeting.
- The Board of Directors and senior management must disclose transactions which they have a significant interest, relate to or have a direct impact on the Company. Directly, indirectly or through a third party.
For the 2020 Annual General Meeting of Shareholders, the Company has informed the agenda of the meeting and disclose meeting documents in both Thai and English version to investors in general through the Stock Exchange of Thailand information disclosure channels and on the Company’s website from April 7, 2020, including sending the meeting invitation letter and supporting documents to the shareholders from April 7, 2020, for 28 days before the shareholders’ meeting, which is In accordance with good corporate governance criteria
For the results of the 2020 Annual General Meeting of Shareholders, the Company immediately announced the resolution of the shareholders’ meeting via the Stock Exchange of Thailand’s information disclosure channel within the meeting date and prepare minutes of meetings that are all important the clarifications, questions and opinions and all resolutions of the meeting are recorded separately in votes of agreeing, disagreeing or abstaining. The Company has published the said report on the Company’s website and delivered to the Stock Exchange of Thailand within 14 days from the shareholders’ meeting on May 13, 2020, in accordance with good corporate governance criteria.
On the conflicts of interest the Company has established guidelines for employees to perform their duties honestly in accordance with laws, rules and regulations and does not place importance on personal interests above the responsibility to the Company Including not using inside information for personal gain, the Company requires directors Chief Executive or the first 4 executive-level positions after the top management must report the holding of securities of the Company as well as the persons involved and to report the change in securities holding within 3 business days from the date of the change. However, the senior management and insiders must refrain from trading in securities within 1 month prior to the announcement of news and disclosure of financial statements quarterly and annual financial statements and within 24 hours after the disclosure of each quarter’s financial statements.
The Company attaches great importance to an efficient management system within the framework to take good care of business. Therefore, the Company has no policy to support related transactions with persons who may have conflicts of interest. In addition, the Audit Committee will consider related transactions and connected transactions and/or other transactions that may cause conflicts of interest carefully and report to the Board for further consideration. The Company will consider related transactions with the same rules and regulations as transactions in a normal business operation with a third party, however, those who have special interest in any particular will not have the right to vote on the approval of the said transaction.
The company places importance on the rights of all stakeholders of the company both internal stakeholders, i.e. shareholders, executives, staff, or external stakeholders, i.e. creditors, partner, competitor, government, society and public, etc. Company believes that by receiving any suggestions from all stakeholders will in turn benefit company’s performance and further result in the business development. All laws and related procedures on stakeholders’ rights will be taken in a good care. The roles of stakeholders can be summarized as follows
The company places an importance on transparency, morality and ethics. Sustainable growth is placing at the heart aiming for good business performance as a result. This, in turn, enables reasonable and sustainable growth to shareholders and investors’ investment. The company treats all shareholders with equitability by promoting all directors, executives and staff to be fair, careful and attentive to all the steps of work which as a result will generate the highest benefits toward shareholders. The company will consistently and completely disclose company’s status, performance, financial statement, and relevant information by informing both positive and negative future trends with facts. All data will be supported by reasonable supportive information that undisclosed confidential data which can result in conflicts of interest will be used for the benefit of oneself or other parties.
Company has regarded customer satisfaction as a key, thus the company has outlined the policy to provide effective and quick services to serve the needs of its clients. The company will always protect clients’ image by work with the clients on providing the best solution to them and related parties. Also, human development will continuously be improved in order to promote the best quality services.
- Business Partners and/or Creditors
The company promotes the good relationship with business partners and/or creditors by operating under supportive basis, and fairly treatment to all business partners and/or creditors whereby maximizing the company’s benefit. For mutual benefit, any situation which can result in conflict of interest will be avoided and strictly comply with all commitments whereby no deceitful actions will be performed. In any case, if the company finds that there are any deceitful actions being taken, the company will declare those actions to business partners and/or creditors, in order to coordinately fix the issues in a fairly and timely manner. All agreed commitments will be strictly complied, in the case that any commitments are broke, the company will immediate inform business partners and/or creditors.
The company strictly follows the rules of competition, avoids any inappropriate or corrupted methods in accessing competitors’ information. The company will run the business based on good code of conduct towards its competitor by not destroying competitors’ reputation in an inappropriate way.
The company gives priority to the employees who are the most critical resources, and who has supported and drove the company’s performance toward the goals. Thus, the company promotes the campaign to promote appropriate recruitment, wellbeing of the employees by providing appropriate benefits, opportunity in career growth and arrange good ergonomics in the workplace. Clear compliance to laws and procedures will be adhered to ensure that the employee will work in a safe environment both towards employee’s health and assets. The company treats every employee equitably, fairly, and provides suitable remuneration. Job promotion and rotation as well as rewards and punishment will be conducted fairly, and opportunity will be given thoroughly to all staff as per the performance. No unfair treatments which can result in the job security or any threatening to pressure the employees will be performed. The employees have rights to make a complain if they do not receive fair treatment in the specified procedure, and it is a must that the company will listen for all the opinions and suggestion from every employee.
The company will run the business, along with promoting and developing the country, by adhering to any related laws, rules, regulations and any procedures.
- Society, Community and Environment
The Company continuously engages in activities that enhance quality of life of the society, community and environment by promoting all standards related to security, sustainability, sanitation and environment. The company recognizes and reinforces the importance of social environmental responsibilities and supporting the improvement towards sustainable society, environment, and better quality of life according to rules and regulations outlined by the regulatory authority. The company addresses the importance of social responsibilities by aiming to promote the community and social development as well as conservation of natural resources.
The Company has a policy to receive complaints provide a variety of contact channels for receiving complaints and how to deal with complaints from customers, employees and other stakeholders clearly to preserve the rights Including protecting the privacy of the complainant The complainant will be protected and keep personal information confidential.
Policy of Ethics and Complaint to Reporting
The Company provides channels for stakeholders to report whistleblowing, complaints or reporting irregularities or misconduct including acts that do not comply with the business ethics of the organization. The stakeholders can be reported to the company’s head office at 44/499-504 Phaholyothin Road, Anusawari Subdistrict, Bang Khen District, Bangkok 10220.
For the Company employees, there are channels to receive notification of the matter that the employee wishes to make a complaint or report a clue in the event that unusual transactions are found related to the performance that is considered a misconduct the information will be sent to the Executive Committee, Audit Committee and/or the Board of Directors, the information will be kept confidential. Can notify through the following channels for receiving complaints as follows;
- Direct supervisor
- Human Resources Department 02-004-5565, 086-819-3333
- Fill the information in company’s website http://www.chayo555.com/ or email to Center@ chayo555.com
The company has a policy of protect the rights of whistleblowers that keep the information of the complainant confidential and disclose only as necessary and taking into account the safety and damage of the complainants. In 2020, the Company did not find any complaints about wrongdoing corruption or code of business ethics that are significant.
The company ensures the information disclosure and transparency of both financial related and non-financial related information with below principles:
- All disclosed information to shareholders, investors, and public need to be accurate, complete, transparency, timely and adhere to all related rules and regulations, covering financial information, annual financial statement, annual reports and all other information.
- Disclosure channels will be easily and equitably accessed by all shareholders, investors and public.
- Always revise important information to be up-to-date and always evaluate the performance of the disclosure procedure.
- Set up responsible team to take care of the fair and transparency of the disclosure. The team will receive and coordinate on the information disclosure, create a good relationship between the company, shareholders, investors, analyst and all related functions. Information technology team is set up to internally distribute the company update.
In 2020, the executives have the investor relations activities as follows;
- Analyst Meeting
- Opportunity Day that organized by the Stock Exchange of Thailand amount 4 times per year.
- Thailand Focus 2020 that organized by the Stock Exchange of Thailand that for the foreign investors and analysts.
- Company Visit and meetings via Conference Call for investors and analysts.
- Attending a meeting with investors (Investor Conference) both from financial institutions and various securities companies.
- Information is disclosed in both Thai and English language via easy-to-access channels such as the website, press conferences, and quarterly analyst meetings. Meeting investors and information dissemination channels of the Stock Exchange of Thailand and the Securities and Exchange Commission
- The Company will notify the voting results of the shareholders’ meeting resolutions via the Company’s website within the next business day after the meeting.
Interested persons can contact the Investor Relations Department as follows;
Address : Investor Relations Department, No. 44/499-504 Phaholyothin Road, Anusawari Subdistrict, Bang Khen District, Bangkok 10220
Telephone : 02-016-4499
Fax : 02-001-2555
Email : email@example.com
Website : www.chayo555.com
5.1 Board of Directors
The Board of Directors comprises of personnel with various knowledge, capability and experience. As mandated, the company has at least 5 directors and not greater than 12 directors whereby one of the directors needs to have expertise in accounting and finance.
- The independent directors should be at least 3 persons, or one thirds of the Board of Directors.
- All directors including independent directors should have qualifications as per mandated by related laws and procedures set by the company’s governance committee and under good corporate governance. Directors should be personnel with knowledge, capability and experience beneficial to the business operations, and should be recruited through the recruitment process of the Nomination and Remuneration Committee.
However, all appointed directors need to have qualifications as per mandated by company’s rules and related law. The remuneration process should be transparent and clear. The nomination and remuneration committee will need to study the detailed qualifications of the nominated directors including their education background and experience, which will support the better decision making by the Board of Directors and shareholders. Further, the position term will be as per specified in company’s regulations, and the directors that leave their positions may be re-appointed.
This is to enable the directors to devote their time to overseeing the company's business effectively and to ensure that the directors are able to devote sufficient time to perform their duties. The company requires that each director should not hold a director position in more than 5 listed companies and the Chief Executive Officer may hold a director position in no more than 2 other listed companies without exception. Unless there are reasonable grounds to be considered, except by proposing to the Board of Directors for approval under the corporate governance policy.
In addition, the company has a policy to specify the term of independent directors for no more than 9 years from the date of being appointed as the first independent directors. In the event that it is necessary to appoint that independent director to continue his office the board must reasonably consider the said necessity.
In addition, the Board of Director clearly separates the roles and responsibilities of the board from the management team. In order to, balance power and prevent situations in which one person has absolute decision-making power, for example, the person holding the position of the chairman of the board and the chief executive must not be the same person and clearly separated roles and duties.
- Charter or responsibilities of the Board of Directors
- Operate the business in accordance with laws, objectives and regulations of the company, including to all the resolution of the shareholder’s meeting with integrity, carefulness, and always operate in a way to protect the interests of the company and shareholders.
- Power to appoint number of directors and/or the executives as company’s management team, thus, to perform the tasks assigned from the Board of Directors. Further, the Board of Directors also has power to appoint Chief Executive Officer and other committees in order to perform specific assignments on behalf of the board. However, these appointments will need to be under the Board of Director’s empowerment, and the Board can revoke, cancel, amend or change such authorities as suitable
- Authority to appoint sub committees, such as Nomination and Remuneration Committee, Risk Management Committee, Executive Committees. Further, the Board of Directors can appoint Chairman of the sub committees to support the appointed committee as appropriate. At all time, the performance of sub committees will be tracked and evaluated.
- Set goal, approach, strategy, business plan, and company’s budget, including the supervision and monitoring of the management team, sub committees, and other related persons’ performance on any assignment.
- Evaluate, verify and approve policy, directions, strategy, business plan, and mega investments proposed by the management team. Also, revise critical policy and business plan to be up-to-date and suitable per the current business environment.
- Consistently monitor the company’s performance to be in accordance with the plan and budget.
- Approve for any investment in business expansion, including investment in any joint venture with other business operators or companies.
- Determine the management strategy of the subsidiaries and/or associating companies.
- Outline the company’s regulations.
- Evaluate and approve key business of the company as appropriate under the assumptions that the decision is based on the best benefit provided to the company. However, the Board is not authorized to perform the following actions, unless approval from the shareholder’s meeting is received. In the event that any directors or the delegates or the persons who might have conflicts against the company (according to the announcement of The Office of the Securities and Exchange Commission and the Stock Exchange of Thailand) or process any conflict of interest against the company and/or its subsidiaries and/or the company which relates to the directors or the delegates, the Board will not have authority to approve such topics.
- Resolution from shareholder’s meeting is required for any topic specified by law.
- Resolution from shareholder’s meeting is required for any issue whereby the directors have conflict of interest or under the scope of law or under the rules of Stock Exchange i.e. the connected transaction, asset acquisition and deposition according to rules of The Office of the Securities and Exchange Commission and the Stock Exchange of Thailand
The below agenda must be approved by the majority votes from the attended directors in the Board’s meeting, and no less than 75% of total votes from the attended shareholders with voting right in shareholder’s meeting.
- Sales or transfer of total or some essential parts of the business
- Acquire or obtain other companies
- Enter, amend or terminate any contract either the whole or essential parts of the company’s leasing. Appointing other individual to manage company’s business or merge the business under the purpose of personal benefit sharing.
- Amendment of the Memorandum of association or the regulations
- Capital increase, capital decrease, and debenture issuance
- Enter or terminate the merger of the business
- Other mandates as prescribed by law under security section and/or regulation of the stock exchange need to be approved by the Board’s meeting and shareholder’s meeting with majority votes.
The interested director, who is having the conflicts or conflicts of interest against the company or its subsidiaries, shall not have voting rights in such agenda.
- Authorized to provide the reports and financial reports to shareholders and stakeholders or investors in a timely manner and as per prescribed by law. The Board of Directors has to acknowledge the audit report provided by audit committee, the internal audit, the auditors and the supervisor. The Board of Directors shall consider on the adjustment of the problems.
- The independent directors and non-executive directors shall be independent to evaluate the strategy, management, resources usage, director nomination, standard of business performance, and shall oppose if found any wrongdoings by any directors or management team.
- Appoint Company Secretary as per mandated by the Stock Exchange in order to oversee the related laws and regulations, prepare and manage the documents of the Board of Director’s meeting and related confidential documents, Board of Directors’ activities, and coordinate for the actions from the Board of Director’s meeting resolution.
- Arrange for the disclosure of information to all shareholders and stakeholders in an accurate, complete, transparent, reliable, timely and equal manner.
- Responsible for the proper accounting system and auditing, and also monitor the proper internal audit system and place importance to the efficiency of the internal control system
- Arrange appropriate and efficient risk management system in order to be able to evaluate and manage the critical risk
- Arrange good corporate governance conduct and ethics and set guidelines for the directors and staff. Promote and communicate to all staff in the company to adhere to the guidelines.
- Set up clear and transparent process for the connected transactions
- Clear procedures for audit committee to report any suspicious activities or actions which might significantly impact the financial statement or company’s performance to the Board of Director. The Board of Directors will need to amend those issues in a timely manner as per advised by the audit committee.
- Update and revise the company’s Charter to be up-to-date
- Declare the shares held under themselves, their spouse and child(ren) under the legal age in Board of Director’s meeting on a monthly basis, and need to immediately inform the company if:
- The directors or related persons are having any conflicts on the management of the company or its subsidiaries.
- The directors or related persons are holding the company’s or its subsidiaries’ shares.
- Prohibited to disclose internal information to third party and no trading of the company’s shares within 1 month before publication and 3 days after publication of the company’s financial statement.
- The Board of Directors can hire external consultant to provide the business comment at the company’s expense
- Perform any duties as per delegated by the shareholders
In 2019, the Board of Directors had considered also approved visions, missions, objective, organizational structure and business direction including review the important policy appropriately and conform to operating business along with good Corporate Governance principles. Meanwhile the company has monitored in leading company’s strategies implementation. In the Board up the performance of the Administration Department through company’s performance also turnover, particularly financial goals and project to conform with company’s strategies as planned.
- The Board of Director’s meeting
- The Board of Directors has schedule the meeting every 3 months, and schedule the meeting in advance for a year, and might arrange special meeting as per necessary.
- Chairman of the Board of Director, Chief Executive Officer, or Managing Director will be responsible for meeting invitation and meeting agenda. The company secretary shall send the notice of the meeting according to the agendas and supporting documents at least 7 days in advance prior to the meeting in order that the Board of Directors shall have sufficient time to consider the matters before the meetings.
- Chairman of the board will conduct the meeting and responsible for the proper discussion time for each agenda. The meeting will be conducted to facilitate and encourage the different opinions for the profits of the shareholders and stakeholders, also allow management team to present important information for particular agenda.
- The company secretary has duty to prepare minutes of the meeting and distributed within 14 days and shall store the meeting documents and related supporting documents, and coordinate with related stakeholders.
- The Company has set up a meeting between non-executive directors without management. In 2020, the Company convened 1 non-executive board meeting on November 11, 2020.
- In the Board of Director’s meeting, minimum quorum must be attending while the Board of Director is going to vote in the meeting that requires minimum two-third of the Board of Director from overall.
- Remuneration of the Committee
The company has a policy which deciding the pay for committees as well as directors in the level of motivation and maintain quality of the committee. The remuneration will be in a comparative level as identical corporate group also combine with the company performance by submit to company’s committee and/or shareholder’s meeting Likewise, the remuneration of the Chief Executive has been defined appropriately with authorities as principles and policies which have been specified by the committee for the very second productively of the company. The level of remuneration including salaries, raising salaries, bonuses as well as other gratuities must be conform to company’s accomplishment also each Board of Director’s operation.
- Directorship in Other Company
For the Board of Director can devote their time to supervising the Company’s business to effectively and to ensure that the Board of Director can devote sufficient time to perform their duties. The Company requires that each director should not hold director positions in more than 5 listed companies and the Chief Executive Officer may hold director positions in no more than 2 other listed companies without exception. Unless there is a reasonable cause to be considered except is proposed to the Board of Directors for approval under the corporate governance policy.
The Company has a policy to set the term of an independent director for no more than 9 years from the date of first appointment as independent director. In case it is necessary to appoint an independent director to continue the position that the Board of Director must reasonably consider such necessity
- The Development of Committee and Board of Director
The company has policy to support knowledge improving consecutively as well as facilitating training in Corporate Governance System for related persons for instance the Board of Directors, Audit Committee, Executive Committee, Executives also Company Secretaries in order to progressively improving operations. The training will train within company or using outside institute service to acquire knowledge to serve as Committee as well as good Corporate Governance and create community of the committee for knowledge exchange and so on.
In addition every new committee appointment, the Company Secretary will arrange new committee orientation by preparing information also introduce process in business operation of the company which relate to new committee performance.
In the year of 2020, the Committee as well as the Chief Executive had been obtained developing and training as follows;
Name of the Committee Training Courses Attended Mr. Seksan Rangsiyeranon National Defense Course, Class 63, by the National Defense College National Defense Studies Institute Mr. Suksan Yasasin
- mai Sustainability Strategy Program organized by the Market for Alternative Investment (mai) Politics and Governance in Democracy for Executives Class 23, organized by King Prajadhipok’s Institute.
- Advanced Security Management Program, Class 12, organized by the Security Management Foundation
- Seminar for Thai SMEs, How Crisis to Survive, by Bangkok Bank
- Seminar on Looking Back and Future of Thai Household Debt Orga- nized by the National Credit Bureau
- Learn Relearn and Unlearn : How to invest under New Normal Mar- ket Program by Capital Market Academy (CMA)
Mr. Kitti Tunsriwong mai Sustainability Strategy Program by the Market for Alternative In- vestment (mai)
- Succession Plan
The Nomination and Remuneration Committee has defined a recruitment plan to replace a Chief Executive Officer position in accompany with nominate a proper person to the committee for succession constantly.
The person will be considered when the position vacancies occur as follows;
- Chief Executive Officer
By the time that the Chief Executive Officer position vacancy occurs or the person, who in charge of the position, unable to perform the duty, the company has specified the executive, in an adjacent position, or Deputy Chief Executive Officer as Acting Chief Executive Officer until recruitment and selection for qualified person as company’s criterias in order to propose to company’s committee to consider and approve the appointment.
When executive from managing director upward vacant, or a person who hold a position unable to perform a duty, the company will propose a successor who was selected by considering potential assessment also contribution in order to offer to the Board of Directors to consider and approve the appointment.
- Chief Executive Officer
5.2 Sub Committees
The Board of Directors has established sub-committees to assist the board in overseeing matters in details, namely:
5.2.1 Audit Committee
- Recruitment process
Audit committee is a part of the Board of Directors, whereby at least 3 directors should be appointed, and one director should have expertise and experience in accounting/ finance. Audit committee should be independent as per mandated by the Office of the Securities and Exchange Commission. Audit committee has authority as per mandated in the Charter.
- Charter or responsibilities of the audit committee
- Review the accuracy and adequacy of the company’s financial reporting, coordinate with auditor and executives who are in charge of the quarterly and yearly financial statements, review whether the company has an appropriate and effective standard of financial statements and reports, any changes of important accounting policy, and also on the opinions related to accounting policy as raised by the Board of Directors, prior to publish the figure to investors and shareholders.
- Review whether the company has an appropriate and effective internal control system and internal audit procedure and evaluate. Work together with external auditor and company’s internal auditor on the annual audit plan review to ensure and evaluate if there are any issues or limitations of the financial audit. Further, outline the control over the electronically processing and prevent the fraudulent actions or any misuse of the computer network by the staff or any stakeholder. All members of the audit committee must be independent director and shall appoint, transfer or terminate the Chairman of the audit committee or any related committees.
- Review the company’s compliance with the Securities and Exchange Act, SET regulation, and relevant laws relating to the company business. Also, responsible to act upon any rules and regulations mandated by The Office of the Securities and Exchange Commission and the Stock Exchange of Thailand.
- Nominate, appoint and lay off the independent auditor to review the reliability of financial report. Also, responsible for the review of the compensation of the auditor by taking into account of the creditability, resources, quantity of the work, experience of the assigned auditor. Further, shall participate with the auditor in the meeting without the Company’s management at least once a year.
- Shall provide opinion on the connected transactions and/or the acquisition or disposition of company or its subsidiaries’ asset and shall disclose the accurate and completed company’s connected transactions and any conflict of interest transactions. Approve those agenda and present to the Board of Director and/or shareholder’s meeting under the assumptions in accordance to related laws and undergo for the best benefits of the company.
- Prepare the audit committee report and disclose the said report, signed by the Audit Committee Chairman, in the annual report. The audit committee’s report should contain at least the following information:
- Opinion on the accuracy, adequacy and reliability of the company’s financial report
- Opinion on the company’s internal control system
- Opinion on the company’s compliance with the Securities and Exchange Act, the SET regulations, and the relevant laws relating to the Company’s business
- Opinion on the appropriation of the external auditor
- Opinion on transactions that may cause conflict of interests
- The frequency of Audit Committee meetings and the participation of each member
- Opinion or raise any points on which the audit committee obtains from the duties according to the charter
- Other reports which shareholders and general investors should know under the scope of duties and responsibilities assigned by the Board of Directors
- The audit committee shall responsible for any duties assigned by the Board of Directors and reports such matters on those assigned duties to the Board of Director in timely manner:
- a) Conflicts of Interest
- b) Fraud or irregularity or a significant deficiency in the internal control system
- c) Infringement of the Office of the Securities and Exchange Commission act and/or the Stock Exchange of Thailand Regulations, or relevant laws related to the company business.
- d) Other reports which the Board of Directors shall know
- If the auditor reports the issues which can significantly impact the company’s financial statement and business performance to the Board of Director and Executives on the solutions, however, if the Board of Directors or the management fails to seek an improvement within a reasonable period, any member of the audit committee shall report such matter directly to the Office of the Securities and Exchange Commission and/or Stock Exchange of Thailand.
- Audit committee has authority to seek external independent opinion at the expense of the company.
- Audit committee has authority to invite the management or other related stakeholders to participate in the meeting or to provide related information or to obtain any information from any departments to supplement any auditing agenda.
- Occasionally review and update the charter of audit committee, and present to Board of Directors for approval.
- Perform any other duties as assigned by the Board of Directors and/or as per the opinion from the audit committee such as review the financial management policy and risk management procedures, revise the management code of conduct documented in reports published as per the required laws i.e. Management discussion and analysis. However, the interested audit committee or any delegates shall not have the right to vote in the agenda whereby the interested audit committee or any delegates or any conflict stakeholders according to the Office of the Securities and Exchange Commission and/or Stock Exchange of Thailand, have conflict of interest or connected transactions against the company and/or its subsidiaries and/or its associated companies.
- The audit committee shall have responsibilities to the Board of Directors, whereby the Board of Directors shall have responsibilities to the public.
5.2.2 Nomination and Remuneration Committee
- Recruitment process
Nomination and remuneration committee consists of 3 members that including (1) Air Chief Mashal Anon Jarayapant, Chairman of Nomination and Remuneration Committee, (2) Mr. Chanon Chaotevilit and (3) Mr. Teeranut Thangsatapornpong, Nomination and Remuneration Committee. The committee shall determine the company’s rules on nomination and remuneration for the Board of Directors and subcommittees of the company. The nomination and remuneration committee shall nominate suitable directors and present to Board of Director for further presenting for the approval in the shareholder’s meeting and determine the compensation for each committee.
- Charter or responsibilities of the Nomination and Remuneration Committee
- Determine and set appropriate remuneration policy and guideline for Executive committees and sub-committees nomination
- Determine the structure, size and duties of the Board of Directors and sub-committees to be suitable for the company’s strategy and the business environment.
- Determine the qualification of the directors by taking into accounts of the knowledge, expertise, and experience qualification of the directors in order to preserve the highest benefit for the company.
- Determine the qualification of the independent directors to be suitable for the business specific structure and to be as per mandated by the Office of the Securities and Exchange Commission and the Stock Exchange.
- Nominate and propose the suitable managers, managing directors, senior managers to the Board of Directors.
- Nominate and propose the suitable sub-committees to the Board of Directors as per appropriate or when if there is a vacancy.
- Regular review the succession plan of the Chairman of the Board of Directors, occasionally revise the successor list, and nominate to the Board of Directors whenever the position is vacant.
- Determine the remuneration packages for the Board of Directors, Executives Committee and the Chief Executive Officer both in cash and non-cash compensation, to comply with the company’s performance by comparing the compensation packages against the industry peer. Proposer the remuneration packages to the Board of Directors and/or the shareholder’s meeting for further approval. The authority also covers those for the subsidiaries.
- Determine the nomination and remuneration of the management team, covering for managing director position and above. Also, propose the policy and procedure of remuneration of the management team and those of the subsidiary companies.
- Authorize to determine the remuneration packages, annual salary increase of the executives, bonus and other compensations.
- Report the performance to the Board of Directors at least once a year.
- Nomination and remuneration committee has authority to seek external independent opinion as appropriate at the expense of the company.
- Occasionally review and update the charter of nomination and remuneration committee, and present to Board of Directors for approval.
- Perform other duties as assigned by the Board of Directors
- Present the above topics number 1-10 to the Board of Directors and/or shareholder’s meeting for further approval
However, the interested nomination and remuneration committee or any delegates shall not have the right to determine any compensation packages for the interested audit committee or any delegates or any conflict stakeholders according to the Office of the Securities and Exchange Commission and/or Stock Exchange of Thailand who are having benefits or conflicts of interest against the company and/or its subsidiary companies and/or associated company. The nomination and remuneration committee will need to propose the agenda to the Board of Directors and/or the shareholder’s meeting for further approval.
5.2.3 Executive Committee
- Recruitment Process
The executive committee is the sub-committee appointed by the Board of Director, consists of 5 members that including (1) Mr. Suksan Yasasin, Chairman of Executive Committee, (2) Mr. Kitti Tungsriwong, (3) Mr. Seksan Rangsiyeranon, (4) Mrs. Pim Pattamasing Na Ayuthaya, (5) Mr. Nottapol Thipchatchawanwong, and (6) Ms. Naovarat Sangkrod, Executive Committee. The Board of Directors has outlined the responsibilities of the executive committee in the charter.
- Charter or responsibilities of the Executive Committee
- Responsible for analyzing the strategy, business plan, budget, decision of upcoming projects prior to presenting to the Board of Directors for approval.
- Monitor the performance as per the laws, and manage the company as per vision, mission, strategy and Board of Directors’ initiatives, according to laws, rules and regulation of the company and related regulatory authorities.
- Oversee the business, direct the process of approval, and tracking on the defined actions prescribed in the executive committee’s rule i.e. any activities apart from the business operations such as any investment that requires lump sum of investment, new products launch, joint venture, lending or guarantee
- Provide opinion to the Board of Directors on the dividend payout policy.
- Review and approve the investment and the acquisition and disposition of the assets under the approval of the management team as per the guidelines on acquisition and disposition of asset for the listed company.
- Ensure the efficiency of the operation and management in order to best benefit the shareholders.
- Opinion and provide rationale on the agenda which requires Board of Directors’ approval, except on any activities whereby the Board of Directors has already assigned to other committees.
- Occasionally report the business performance to the Board of Directors, including notify the Board of Director for any important matters.
- Evaluate the performance on an annually basis.
- The Executive Committee has authority to seek external independent opinion as appropriate at the expense of the company.
- Occasionally review and update the charter of executive committee, and present to Board of Directors for approval.
- Perform other duties as assigned by the Board of Directors
5.2.4 Risk Management Committee
- Recruitment Process
Risk Management Committee Consists of the Chief Executive Officer Director or independent director Managing Director Deputy Chief Executive Officer Chief Executive Officer, Financial Accounting And suitable company executives have 5 members that including (1) Mr. Teeranut Thangsatapornpong, Chairman of Risk Management Committee, (2) Mr. Suksan Yasasin, (3) Mrs. Pim Pattamasing Na Ayuthaya, (4) Mr. Seksan Rangsiyeranon, and (5) Mr. Kitti Tungsriwong, Risk Management Committee. The Risk Management Committee has outlined the responsibilities of the executive committee in the charter.
- Charter or responsibilities of the risk management committee
- Outline the policy to present to Board of Directors on the risk management and the control on all critical foreseen risks.
- Define the strategy to be consistent with the risk policy. Evaluate, track and monitor the risk to be at appropriate level.
- Review the sufficiency of the risk management policies, maintain the efficiency of the system and the action toward the policies, also governing and monitoring the overall risk level of the business.
- Monitor, keep track and revise the critical risk reporting. Advise and provide opinion in the risk evaluation, risk standard and risk mitigation plan, to ensure the efficiency of the risk management of the company, ascertain the risk policy is appropriate to the business operations and able to manage the risk at the acceptable risk as per outlined in the risk policy.
- Occasionally review and update the charter of the risk management committee to be efficient, consistent with the company’s risk policy and the rapid changes of the business environment.
- Provide supports and tools on risk management development to all departments in the organization with efficiency. Occasionally promote and support the development of the risk management.
- Report the important risk management issues to the Board of Directors, in the case whereby any factors or situations can significantly impact the company.
- Occasionally exchange information and coordinate with the audit committee on the risk and internal control.
- The Risk Management Committee has authority to seek external independent opinion as appropriate at the expense of the company.
- Occasionally review and update the charter of the risk management committee, and present to Board of Directors for approval.
- Perform other duties as assigned by the Board of Directors
5.2.5 Corporate Governance Committee
- Recruitment Process
Corporate Governance Committee consists of at 3 members that including (1) Mr. Teeranut Thangsatapornpong, Chairman of Corporate Governance Committee, (2) Mr. Suksan Yasasin, and (3) Mrs. Pim Pattamasing Na Ayuthaya, Corporate Governance Committee. Corporate Governance Committee have outline and report the good corporate governance to the Board of Directors. The committee shall monitor the performance of the directors and management team to be as per the policies and shall have authorities as per mandated in the charter of the Corporate Governance Committee.
- Charter or responsibilities of the corporate governance committee
- Outline corporate governance guideline and policy to be transparent, efficient and verifiable in order to further present to the Board of Directors.
- Monitor and ensure that the performance of the directors and management team strictly comply with good corporate governance, Stock Exchange’s corporate Governance Code and related laws.
- Coordinate with the compliance team on the principles of the corporate governance code for Listed Companies 2017: Good Corporate Governance or any updated version as per outlined by the Stock Exchange of Thailand.
- Review the company’s corporate governance policies in consistent with the international standard and advise from Capital Market Governance Development Division or related agencies at least once a year.
- Report the good corporate governance policies to the Board of Directors, providing comments, guideline and suggestion as appropriate.
- Meeting of the corporate governance committee shall be convened at least once at least 1 meeting per year and report the minutes to the Board of Directors.
- Disclosed the duties and code of corporate governance in the annual report of the company.
- Encourage and motivate the code of corporate governance to all executives and staff both under the company and its subsidiaries.
- Support and provide advice the company on the evaluation or the governance rating, to promote the corporate governance standard.
- The Corporate Governance Committee has authority to seek external independent opinion as appropriate at the expense of the company.
- Occasionally review and update the charter of the corporate governance committee, and present to Board of Directors for approval.
- Perform other duties as assigned by the Board of Directors
5.2.6 Chairman of the committee and Chief Executive Officer
The Board of Director has defined authorities and responsibilities of the Chairman also Chief Executive Officer distinctly in order to be operation processes of the Chairman and Chief Executive Officer as follows
Authorities and Responsibilities of the Chairman
- To regulate, pursue and supervise the operation of both the Board of Director and the Sub Committee.
- To summon a meeting of the Board of Director or assign a representative to proceed instead.
- To be a Chairman in the Board of Director’s meeting. In case of equal votes, the Chairman will vote as being casting vote.
- To be a Chairman in the Shareholders meeting, regulate a meeting as the company's regulations also conduct the meeting as respectively agendas which were defined in an invitation to a meeting.
- Other operations which were assigned by the Board of Director.
Authorities and Responsibilities of the Chief Executive Officer
- To administrate company business according to policies, objectives, regulations of the company, Shareholders' meeting resolution, the Board of Directors meeting resolution, Executive Directors meeting resolution along with related regulations.
- To command or proceed in order to achieve operating as (1). In case of significantly matter, should be reported to the Board of Directors meeting also/or Executive Directors meeting.
- To considerate and approve positioning, appointment, transferring, impeachment along with considering credits, disciplinary measures including compensation also welfare of the employee. In order that any operation must not oppose with Executive Directors’ Authority.
- To regulate regarding to company's operation without opposing to the policy, regulation, rule also any resolution of the Shareholders’ meeting, Board of Directors' meeting and/or Executive Directors' meeting.
- To authorize and/or assign others to perform specific duty instead.
- To reinforce also develop business operation of the company with ethics, obeying the law, moral and good culture based on good governance.
- To apply the authorities above of the Chief Executive Officer (Managing Director) will be unable to apply in case of the Chief Executive Officer has a stake or conflict of any interest with the company.
- Supposing that any indistinctness in applying the authorities, above as prescribed, should be submitted to the Board of Directors’ consideration.
- Any operation as the Board of Directors and/or Executive Directors have assigned.
5.3 Board of Directors of the Subsidiaries
5.3.1 Recruitment and Selection of a person who will be appointed to be a Director as well as an Independent Director.
- Criteria for Selecting Director
For the purpose of recruitment also nomination of the board of the Director as criteria, having transparency as well as along with the principles of good Corporate Governance, the Board of Director has appointed Nomination and Remuneration Committee to considering and recruiting in case of a vacancy of the Board of Director position occurs or the committee ends of term limit to propose The Board of Director and/or shareholder meeting to consider also approve which is the Board of Director’s appointment procedure. The considering selection of a person to propose in the Board of Director position has been defined criteria as;
- The committee, whom needed recruit, should own various qualifications along with Education, skill Career, Specialization which operation strategy of the company without discrimination in gender, age also race.
- Possess leadership, vision, morality and ethics also transparently career background.
- Possess qualification and doesn’t have any characteristic which is prohibited by legal and regulation of the company.
- In case of former committee is proposed to occupy a position, a person will be taken in to account further in performance as the Board of Director as well as a Sub-committee after all this time.
- In case of Independent Director recruitment, a person must be qualify as criterion of Capital Market Commission.
- A committee Recruitment Process
- A nominating Committee is responsible for recruiting the best qualified expert for the Board of Director by proposing in the Board of Director meeting to consider before proposing to the Annual General meeting of shareholder with majority vote from shareholders in the meeting as well as vote.
- A Nominating Committee will analyze expertise, experience, knowledge also specialization of the committee in order to be an information which will be taken into recruiting committee consideration conform to business operations strategy of the company. Furthermore, in Recruitment as well as Selection of the new committee the Nominating Committee will considerate in knowledge, capability, experience which will be beneficial for committee’s performance and necessity for composition structure which still be missing of the committee as an additional consideration.
- whenever new committee is appointed, Company Secretary will arrange new committee orientation by preparing information as well as introduce process in business operation of the company which relate to new committee performance.
5.3.2 Qualifications of Independent Directors
- Holding shares in total not more than 1.00 percent of total voting shares of the company.
- Possess true independence from Administration Department as well as major shareholders.
- Never been or ever been the committee who involved in administration, employee, staff or salaried consultant / Entities with Controlling Authority of the company except for having passed from such the position as mentioned inclusive of spouse of executive son, major shareholders and regulator
- Never had or ever had business relationship with company including never been or ever been major, shareholder director; who didn’t serving as Independent Director or Director of whom engaged business relationship with the company, except for having passed from such the position not less than two years.
- Never been or ever been the company’s auditor inclusive of never been or ever been the major shareholder, director who didn’t serving as Independent Director, executive or partner of auditor’s auditing firm which had company’s auditor, except for having passed from such the position not less than two years.
- Never been or ever been a professional service provider who has paid more than Two million Baht in service fee per year by the company, except for having passed from such the position not less than two years.
- Never been the committee who has appointed to be a nominee of Director of the company, major shareholder or shareholder who is connected to a major shareholder.
- Does not have any other characteristics which impede from having independent opinions regard to the operation of the company.
5.3.3 Business relationship or professional service of independent directors in the past accounting period
- None -
5.4 Board of Directors of the Subsidiaries
5.4.1 Asset Management Committee
As of the 31st December 2020, the asset management committee consists of 6 directors as follows:
|1.||Mr. Suksan Yasasin||Chairman of Asset Management Committee|
|2.||Mr. Boonchai Prakongkwunchai||Asset Management Committee|
|3.||Mrs. Pim Pattamasing Na Ayuthaya||Asset Management Committee|
|4.||Ms. Narumol Toprapat||Asset Management Committee|
|5.||Mr. Nottapol Thipchatchawanwong||Asset Management Committee|
|6.||Mr. Kitti Tungsriwong||Asset Management Committee|
Charter or responsibilities of the corporate governance committee
- Evaluate the quality of secured or unsecured non-performing loans and come up with the offering price and for the purpose of further management.
- Analyze and evaluate the assets quality, which can be segregated into 3 parts:
- Contracts and litigation information
- Debtor and guarantor
- Analyze also rate for appraisal price which the value should not exceed the market price (at the present time 5%) of unsecured debt. In case of secured debt, will consider from location, surrounding, physical appearance , legal restriction, transportation and public utility to appraisal price meanwhile purchase valuation should not exceed 70% of the market price.
- Authorized to seek internal or external specialist for the opinion
5.5 Code of Conduct
The company aims to encourage the reliability and trustworthy, believing that in turn these actions will lead to sustainable growth and creditability from the customer, shareholders, and the public. The company has outlined the code of conduct for related stakeholders as follows:
- Building up the reputation of the company
- Adhere to the rules and regulations of the company
- Shall pay attention and perform the works with dedication and patient
- Honest and loyal to the company, no false, disparaging statements on the company
- Inform the company on any foreseen impacts and/or misconduct or any illegal activities, in order for the company to take preventive action
- Shall use the company’s assets efficiently and economically, maintain the assets to prevent damage or loss.
- Shall pay attention and perform the Company's works with dedication and patient to improve the quality, efficiency and profitability of the Company and develop the Company to the excellence.
- Shall be punctual and utilize the time to best serve the company. The staff shall not be the permanent or temporary staff of other companies with similar business as the company or its subsidiaries, or the competitors or having conflicts of interest against the company.
- Shall not disclose any confidential information, news or technology to the public.
- Shall not operate or invest in any activities competing with the company or perform any conflict of interest activities.
- Shall not vote for any agenda if foreseen any conflicts of interest.
- Shall maintain and create the harmony and unity among the employees for collaborative working and effective problems solving as teamwork.
- Shall be responsible and secure a good working environment.
- Coordinate and act upon the good corporate governance of the company.
- Not perform other duties, in the case where necessary, the below activities should not be performed:
- Have an effect on one’s work.
- Violate the law or the public order or the morals.
- Contradicting to the company’s benefit and rules.
- Negative feedback on company’s reputation and image.
- Disclose or misuse of company’s confidential information.
- Shall respect other personnel’s rights, act according to laws, timely service and treat others fairly.
- Shall keep client’s secrets confidential.
- Shall conduct themselves in such manner as to deserve the respect.
- Shall refrain from accepting any excessively valuable items or any benefits from the person who has business dealing with the company.
- Avoid all circumstances which can lead to the conflicts of interest against the customers.
- Shall be disciplined and behaved, and not involve in any gambling.
- Shall keep one’s words and do what one has promised.
- Shall develop and improve the skills, knowledge and capabilities.
- Shall perform duties with honesty and not perform any activities for one’s own benefits.
- Shall not utilized company’s assets and procedures inappropriately
Responsibility for the Partners and Creditors
For avoid any actions leading to the damage of company’s image, reputation or any unlawful behavior. The suppliers and creditors shall be treated equally and fairly based on mutually fair return. The company believes that the partner is main factor for the company’s value creation, thus, the company shall strictly act upon the agreed arrangement, for example, principle and interest repayment and collateral management.
Supervisor and Co-worker
- Shall coordinate and assist each other
- Shall respect the supervisors
- Shall respect and be compassionate to the subordinates
- Shall share the skill and experience to the co-workers
- Shall avoid accepting valuable gifts from the co-workers and subordinates
- Shall not destroy the co-worker’s reputation by making damaging accusations on personal issues
- Shall treat supervisors and co-workers politely, fairly and generously.
- Shall not claim other’s work as oneself
- Shall not process of bad attitude and accuse the supervisors and co-worker
Insider Trading Management
The company has policies also supervise both committees and executives in regard to conduct the insider trading of the company and subsidiaries which still be concealed from the public, in order to exploitation in accordance with Securities and Exchange Commission Principles as follows;
- Enlightened the director also the executive relate to reporting of one's own securities holding ; their spouses and underage children including the report stating acquisition or distribution of one's own securities, their spouses and underage children to the Securities and Exchange Commission.
- Directors also Executives of the company and subsidiaries comprise of their spouses and underage children to provide also disclose reports of acquiring securities also reports of company securities transaction to the Securities and Exchange Commission. Meanwhile, send the duplicate of report to the company in the same day of sending report to the Securities and Exchange Commission office.
- Directors Executives, Employees also Workers of the company and subsidiaries who acknowledged the substantive insider trading of the company and subsidiaries which will affect company's securities price adjust, must refrain from securities transaction of the company before 1 month of the public dissemination of the financial statements. While after 24 hours of insider trading disclosure to the public, the insider trading confederate must not disclose that information to others until that information will be informed to the Securities and Exchange Commission.
- Directors, Executives, Employees and Workers of the company and subsidiaries are forbidden to apply any insider trading of the company and subsidiaries which might affect company's securities price adjust, which conceal from public, which perceive by position or status, in order to securities transaction or bidding or offering including induce others in bidding or offering both shares and securities (if any) of the company both direct and indirect, or probably damage the company both direct and indirect. Whether any action has an advantage to oneself or others, or divulges the matters of fact in order to have anyone perform instead with personal compensation.
5.6 Auditor’s Fee
5.6.1 Audit Fee
In 2020, the Company paid the audit fee to the company of PricewaterhouseCoopers ABAS Company Limited amount 3,800,000 Baht, increased 5.55% from the previous year, mainly due to the expansion of the business of the Company and its subsidiaries.
5.6.2 Non-audit Fee
- None -