The company is strongly committed to direct and operate its business by adhering to International standard. The company’s Board of Directors used practice guideline Corporate Governance Self Assessment improved to Good Corporate Governance issued by the Stock Exchange of Thailand (“SET”) to the company’s efficient and transparent management system inclusive to strongly respect shareholder’s right and has equal treatment towards shareholders providing accurate and sufficient of significant information, in 2020 the Board of Director has considered and reviewed the CG Code to suitable to the company at least once a year. The company has implemented and maintained good corporate governance practice and complies with those five categories. Details are as follow;
1. Right of shareholders
1.1 Shareholders’ right protection policy
The company’s Board of Directors formulates the shareholder’s right protection policy in writing in 2009. The policy emphasizes on allowing shareholders to have equal rights to have access to the company’s operational performance; participating in various decision making; and protecting, promoting, and encouraging shareholders to fully exercise their rights; and not infringing shareholder’s rights. Key policies are as follows:
Policy on shareholders’ right protection
- The Board of Directors is responsible for protecting and respecting basic rights of the company’s shareholders, such as a right to purchase, sell or transfer shares, a right to the company’s profit sharing; right to obtain sufficient information about the company’s operation; right to attend the shareholder’s meeting to appoint or terminate directors and independent auditors, approve dividend payment, formulate or amend Article and Memorandum of Association, and also a right to approve capital increase or reduction and special items.
- The Board of Directors has duty to promote and support shareholders to exercise their right in various areas at the Annual General Shareholder’s Meeting, including the right to propose meeting agenda in advance, the right to nominate persons as directors, the right to submit questions to the company prior to the annual shareholder’s meeting and the right to openly express opinions and ask questions at the shareholder’s meeting.
- The Board of Directors shall not take any action which may infringe or limit shareholders’ right.
- The Board of Directors has responsibility to facilitate the applying of the shareholders’ rights such as giving the significant information updated via website, inviting the shareholders to visit the theatre, etc.
1.2 Allowing shareholders to study information prior to the shareholder’s meeting
The Board of Directors and the company’s administration has implemented a policy on shareholder’s right, which covers the areas beyond those required by law, especially the right to receive information and significant information. At the Annual General Meeting of the Shareholders for the Year 2020 on 24 July 2020, the company provided sufficient opportunity for shareholders to study the information on 23 June 2020 (31 days prior to the meeting date) and document of the Annual General Meeting were published both in Thai and English languages. The information published on the company’s website: corporate.majorcineplex.com is as follows:
- Invitation to the Annual General Meeting of the Shareholders 2020
- Attachment 1: The minutes of the Annual General Meeting of the Shareholders 2019
- Attachment 2: Annual Report 2019 in QR Code format
- Attachment 3: Brief Biographies of Directors to be elected as Directors to replaces those retiring by rotation, and Definition of the Independent Director
- Attachment 4: Directors remuneration details 2020
- Attachment 5: List of independent auditors and auditors’ remuneration
- Attachment 6: Guidelines for Proxy Appointment, Registration, and Identification Documents required for attending and voting at the Meeting of Shareholders
- Attachment 7: Profiles of Independent Directors for proxy
- Attachment 8: Proxy form
- Attachment 9: The Company’s Articles of Association with regard to the Meeting of Shareholders
- Attachment 10: Map of the meeting venue
The information and document of the Annual General Meeting of the Shareholders 2020 were published in both Thai and English languages and are the same as the printed document mailed to shareholders by Depository for Securities (Thailand) Limited (TSD), the company’s registrar. Shareholders were given sufficient time to study the information before receiving the printed document from the company 7 days in advance before the meeting.
In the meeting day, the company facilitated shareholders to exercise their rights to attend the meeting by implementing a barcode system for registration and vote counting, as well as providing the stamps for proxy authorization. The label of registered shareholders was provided for access convenience while meeting, without timeless to recheck their documents.
After the Annual General Meeting of the Shareholders for the Year 2020, the company compiled the document, including agenda, meeting resolutions, voting results, questions and shareholders’ opinion expressed at the meeting, and prepared the “Minutes of Annual General Meeting of the Shareholders for the Year 2020” for publishing on the Company’s website.
1.3 Preventing limitation of shareholders’ right
The Company’s Board of Directors did not take any action that might infringe or limit shareholders’ right must to published all the information on its website prior to the annual general meeting of the shareholders 2020. The company did not distribute additional document containing significant information during the meeting, or add or change meeting agenda or amend significant information without prior notice.
1.4 Providing convenience in shareholders’ right exercising
The company provided sufficient convenience for shareholders and shareholder’s proxy to register to attend the meeting by implementing a barcode system for registration and vote counting as well as distributing voting ballots to the shareholders before the meeting began.
The company clearly stated shareholders’ meeting rules and process in the meeting invitation. The moderator of the meeting also informed the attending shareholders of the rule and voting process at the meeting. The shareholders’ meeting minutes also included a record that the meeting was informed of the rules and voting process.
The company invited its shareholders to exercise their right to site visit. The company also regularly updates information and significant information published on its website.
1.5 Giving sufficient time and opportunity for shareholders to express their opinions
The company provided opportunity for shareholders to ask questions related to the meeting agenda openly express their opinion. The chairman of the Board of Directors asked the meeting at the end of each agenda. Questions related to the meeting agenda or the company and shareholders’ opinion, as well as the answers or clarification by the Board of Directors or the company’s management were all record in the meeting minutes.
The company arranged for voice recording of the shareholder’s meeting, and disclosed the significant issues raised during in the meeting minutes for reference in the future and enable shareholders who could not attend the meeting to catch up with the meeting details.
1.6 Meeting attendance of directors
With fully respect of shareholder’s right, there are 9 members of the Board of Directors attended Annual General Meeting of the Shareholders 2020. It could conclude that the company still organize the 2020 Annual General Meeting of Shareholders as the Good Corporate Governance guideline.
2. Equitable treatment towards minor shareholders
The Board of Directors respect shareholder’s equal treatment formulated the minor shareholder as follow:
- The company allowed shareholders, individual or in groups holding minor shares of at least 100,000 shares for no more than 12 consecutive months, to propose meeting agenda 3 months prior to the Annual General Meeting of the Shareholders for the Year 2020 or from 10 November 2019 to 31 January 2020. The criteria for proposing meeting agenda in advance was published on the company’s website. The Board of Directors’ secretary was assigned to compile the meeting agenda and proposed to the independent directors for consideration and to make them the official meeting agenda to the Board on February 2020. In 2020, none of shareholders proposed meeting agenda.
- The company opened opportunity for shareholders, individual or in groups to nominate persons to be appointed as directors or submit questions related to the meeting agenda 3 months prior to the Annual General Meeting of the Shareholders for the Year 2020 or from 10 November 2019 to 31 January 2020. The company’s secretary was assigned to compile the nominated person’s details and proposed to the nomination committee to consider the qualifications of person nominated by minor shareholders in accordance with the company’s nomination procedure and to make them the official meeting agenda to the Board on February 2020. In 2020, none of shareholders made nomination.
- The Board of Directors follows shareholder’s right protection policy in order to allocate appropriate time for consideration and to conform to the meeting regulations, the company did not propose new agenda during the meeting or distribute additional document for shareholders consideration without prior notice.
- The Board of Directors encouraged shareholders to select the proxy form that provides them with freedom to select voting decision – agree, not agree, abstain, by preparing Proxy B form. The company also prepared the proxy A (general) and proxy C (for custodian) for its shareholders and published them for easy download on the company’s website on 23 June 2020 (31 days prior to the meeting).
- The Board of Directors provided convenience for shareholders who could not attend the meeting but wish to exercise their voting rights by allowing them to assign proxy. The company arranged for 2 independent directors to attend the meeting and vote on behalf of the shareholders; (i) Mr. Chai Jroongtanapibarn, Independent Director and Chairperson of Audit Committee (ii) Mr. Vallop Tangtrongjit, Independent Director and Audit Committee Member. Shareholders can appoint one of the two independent directors as their proxy.
- The Board of Directors encouraged the meeting to use voting ballots. Voting ballots were prepared for each agenda, such as dividend payment and independent auditor remuneration, for transparency and reference in case of objection later.
- The Board of Directors formulated to executive directors and employees use internal information for advantage in Code of Conduct cover internal information security trading, conflict of interest and confidentiality announce in the Good Corporate Governance guideline, meeting and company’s website. The company’s secretary was responsibility announces disclosure rules to the Board of Directors and executive director explain acquisition of security and disclosure related transactions between director and management.
3. Roles of Stakeholders
The Board of Directors has stipulated and concerned for all stockholders. Not only follow regulation but also create new policy to reach of good corporate governance, by measuring related to stakeholders include 7 parts as follows:
- Employees and families
- Customers and creditors
- Business partners
- Analysts, Investors and Financial Institutions
- Social, Community and Environment
The Board of Director sets policy on treatment towards stakeholders as follows;
1. Employees and families
The Company sets policy on treatment towards employees as follows:
- The company shall appropriately reward employees by considering each employee’s performance using measurable tools and with fairness. The rewards include monthly remuneration, overtime payment, bonus, production reward, life and health insurance and provident fund.
- The company shall promote and develop employees’ knowledge and skills, for example, by arranging training and seminar for executives and employees of all levels.
- The company shall fairly and equally treat all employees, such as in performance appraisal, work record confidentiality, and employee’s benefits.
- The company shall respect employees’ right and provide opportunities for employees to speak up in case they are not treated properly by providing comment box or through Human Resources Department.
- The company shall provide safe and hygienic work environment that enhance work efficiency and effectiveness.
2. Customers and creditors
The company sets policy on treatment towards customers.
- The company creates customers relationship and cooperation from honesty, reliability and confidence.
- The company has the duty to build customer satisfaction with sufficient and appropriate responsibility and care, as well as giving priority to customer’s problems and needs. The management and all employees shall respect the following measures:
- Committed to deliver quality products that directly meet the customer’s requirement.
- Respect the conditions agreed with the customers.
- Equally propose price and trade conditions to customers in the same category.
- Provide the customers with accurate information about the product quality and qualifications to ensure confidence and fairness to the company’s customers.
- Willing to address customer’s needs and concerns as well as to handle complaints, to recommend and to monitor progress of the matters informed by the customers
The company sets policy on treatment towards creditors.
The Company specified the Policy of equitable practice for suppliers by concerning the best interest of the Company base on the justice for both parties as to avoid of the conflict of interest, to comply with the commitment, to give correct information and accurate report, and to strictly comply with the conditions agreed with the suppliers. In case of the supplier shall not comply with any conditions, the supplier shall notify in advance in order to mutually rectify the guideline of the rule of supplier selection covering 6 parts as follows:
- Financial Status
- Expertise and Experience
- Technical Ability
- History in relation to Claims
- Conflict of Interest/ Related Transaction
- Anti-corruption and Quality Policies
The Company has Policy to strictly comply with the conditions, contract and agreement with the creditor on matter of the objective of fund spending, pay back and maintenance of security guarantee and other issues agreed with the creditor. In case of the Company shall not comply with any conditions, the Company shall notify the creditor to mutually rectify the default with reasonable. The Company shall maintain the creditor relationship with trust as stipulate the rule of fund management to be secure and the Company pay an important role for liquidity management in order to plan for the repayment to the creditor in specified period.
However, the Board of Directors concentrate ion following up, plan and control liquidity as appropriate with the fund activity by having competency evaluation to protect all important risks in normal and critical circumstances.
The Board of Directors has formulated policy related to shareholders.
- The company has duty to protect and respect basic rights of shareholders which are the right to purchase or transfer shares; the right to receive the company’s profit share, the right to receive sufficient information about the company’s operation; the right to participate in the shareholder’s meeting to appoint or terminate directors, appoint external auditor, approve dividend payment, allocate annual net profit, set or amend Article or Memorandum of Association, capital increase or decrease and approve special items.
- The company has the right to promote and encourage shareholders to exercise their right at ‘the Annual General Shareholders’ Meeting, including the right to propose agenda in advance, the right to nominate directors in advance, the right to propose questions to the meeting prior to the meeting date, and the right to express opinion and ask questions in the meeting.
- The company shall not take any action that may infringe or limit the shareholders.
4. Business partners
The company sets policy on treatment towards business partners.
- The company is responsible for building good relationship with every business partner.
- The company is responsible for providing equal opportunity for each business partner to propose products and services. The company’s management and employees who are responsible for dealing with customers shall follow the measures below:
- Equally and fairly treat all business partners.
- Consider and make decision by comparing quality of products and related conditions for the best benefits of the company in both short and long term.
- Keep confidentiality in relations to customers, not accept bribes or commissions from business partners and not disclose information or one or many business partners to other partners.
5. Analysts, Investors and Financial Institutions
The company sets policy on treatment towards Analysts, Investors and Financial Institution.
- The company provides information to analysts, investors and financial institutions including the information about the financial performances, business outlook accordance with the regulations and good corporate governance policy.
- All information including the news that might affect investment decision will be provided in the corporate website.
The company sets policy on treatment towards Competitors
The company operates business within the fairness of trade competition. The company will not seek for the competitor’s trade secrets in any dishonest or inappropriate ways also will not perform any management to destroy the competitor’s reputation or discredit the competitors with baseless information which contrary to the company’s business ethics.
7. Social, Community and Environment
The company sets policy on treatment towards Social, Community and Environment
The company’s commitment is to be a part of the sustainable social development. Therefore, the company has founded the “Major Care Foundation” with main achievement is fundraising to help the disadvantaged people in our social and to develop the surrounding society by promoting a lot of social activities to contribute public benefits and educations. The company’s business is to provide the entertainment which has profuse relations with the society. For this reason, to avoid our operations causes an effect on the community, society and environment, the company has given priority to operate business strictly corresponding with the laws, regulations and related standards. The Company provides knowledge and activities to encourage environmental and social responsibilities of management and employees. The company encourages knowledge and environmental protection activities to strength awareness for management and staff.
The company sets policy on treatment towards Intellectual property
The company operates business under the intellectual property law, including copyrights, patents and other specified intellectual properties, such as using the copyright computer programs and software. For this reason, the contributions to be used in the organization must be checked to assure that those contributions will not infringe anyone’s intellectual property.
The company sets policy on treatment towards Human Rights
The company respects to the fundamental human rights which is equivalent for employee and encourages employee to have personal coequal rights, freedoms and equivalences without violation of personal privacy. The company has fair employment and will not participate in any performances against the human rights.
The company sets policy on treatment towards Anti-corruption.
To let the directors, employees and other company’s representatives operate the business on propriety, fairness, integrity, transparency and accountability in accordance with laws and business ethics, the company has defined the anti-corruption policies and regulations to prevent malpractice and corruption. The Board of Directors has assigned the Audit Committee to take responsible to control and report the risk of anti-corruption according to the anti-corruption policies and regulations. The anti-corruption policies and regulations are declared through the company’s code of conduct of complaints regulations, whistle blowing measures and whistleblower protection.
Since 2019, the Company in collaboration with Sustainability Department, Internal Audit and Human Resources Department conducted an ongoing training project "Anti-Corruption" to give lectures to supervisors on the Good Corporate Governance principles and business code of conduct and the likelihood of corruption to executive employee and operation level. The campaign has raised their awareness of ethical practices, fraud risk factors and fraud risk control. It has also bolstered the strength of the Company by enabling these employees to serve as role models and encouraging them to be vigilant of corruption in order to prevent it, as well as supporting employees to monitor protect and follow the implementation of anti-corruption measures.
NO GIFT POLICY
Giving or receiving a gift, treating someone or being treated to a meal, and giving or receiving any other form of benefit may lead to corruption. Therefore, the Company issued a No-Gift Policy (no gift, no treat nor any other benefits) under its Anti-Corruption Policy. Strictly enforced across MAJOR Group, the policy mandates that any person employed by MAJOR Group must not ask for or receive any gift, meal or form of favor from a business partner of MAJOR Group so as to prevent any influence on his or her decision or selective treatment or conflict of interest. This policy has been communicated to all external parties involved in its business operation for their acknowledgement so as to ensure MAJOR’s standard of business conduct with integrity, transparency, honesty and lawfulness.
The company has an audit committee and an agency to provide advices as well as to receive complaints about morality and ethics by receiving complains and collecting searches. The company also has a committee to decide on that matter which will be kept confidential including the information of the complainants, respondent complaints, witnesses, etc. Thus, the staffs including all stakeholder groups can send complaints directly to the following channels:
- Mail specify the envelope to one of the following clue recipients:
- Chairman of the Corporate Governance Committee (Independent Director)
- Chairman of the Audit Committee (Independent Director)
- The Company’s Secretary
By sending to the headquarters of the company
Major Cineplex Group Public Company Limited
839, 1839/1-6 (8th floor ) Phahonyothin Road, Ladyao, Chatuchak, Bangkok 10900
- Email email@example.com
The company provides fairness and protection to those who deny corruption by stipulating measures to protect those who reject corruption as follows;
- Concealing such matters as confidential and disclosed to unrelated parties.
- Prohibiting supervisors for direct and indirect coercion.
- Do not take the cause into consideration for any punishment, no position reduction or provide a negative result to those who reject the corruption in all cases, even if the denial of that corruption will cause the company to lose business opportunities.
- If the supervisor of the person who denies the corruption uses the reason that the person refuses corruption to the practical way then the company considers that supervisor violating the anti-corruption policy of the company which must be considered as appropriate punishment.
4. Information disclosure and transparency
4.1 Results of the execution of corporate governance policy
- In 2020, the company accurately, adequately, timely and transparently disclosed the information required by the SEC and SET through SET’s online channel and the company’s website. The company has never been punished by the SEC or SET for not disclosing the information as required. The company also regularly appraises the efficiency of information disclosure process and strictly follows the regulations on information disclosure.
- The company also published and regularly updated all significant information submitted to the SET and other information on its website as well as provided such information both in Thai and English for all stakeholders to have equal access to the information. The company has disclosed the annual report within 120 days from the ending of the company’s fiscal year.
4.2 Remuneration of the directors and the management
- The remuneration committee formulated the policy on remuneration of directors, Chief Executive Officer and top executives for the year 2019 as follows:
- The policy on remuneration to directors, chief executive officer and top executive directors
- Remuneration of the company’s directors, chief executive officer and top executive directors shall be set in accordance with their duty, scope of responsibility, fairness and attractiveness, which should be equal to remuneration for directors in other listed companies in the same industry and similar size, as well as the size, as well as the company’s performance, business environment and overall economic condition.
- The remuneration committee shall be responsible for initial consideration and propose for the approval of the Board of Directors and the annual general meeting of the shareholders the maximum remuneration of the year, position remuneration and meeting allowance.
- The remuneration committee shall respect the resolution of the Annual General Meeting of the Shareholders on the remuneration budget and details which are also disclosed in the annual report. Remuneration that the directors received from positions in other companies, such as consultancy fee, and directorship in the Company’s subsidiaries shall also be disclosed.
- Any director who currently holds management position in the company and receives remuneration in the forms of monthly salary will not be entitled for the remuneration.
- The remuneration committee proposed to the Board of Directors and the Annual General Meeting of the Shareholders for the Year 2020 to approve a total of no more than Baht 4.11 million remunerations for the nonexecutive directors. Remunerations for the directors are shown in remunerations of Board of Directors section. The company’s directors who also hold directorship in subsidiaries did not receive remunerations from the subsidiaries.
4.3 Board of Directors Report
- The company prepared the board of director responsibility towards financial statements together with the independent auditor’s report (published in the annual report under chapter board of director’s responsibility towards financial statements).
4.4 Roles and duties of the Board of Directors and Committee
- The Board of Directors performed their duties in managing the company’s operation under the law, objective and regulation of the company and the resolutions at the AGM with honesty in the best interests of shareholders. The Board of Directors has appointed committees to assist in the detailed study of performance monitoring and filtering tasks as assigned.
4.5 Investor Communication
- The Committee of the Company adheres to the policy of disclosing correct, comprehensive, credible and sufficient information in a timely and transparent manner. This practice also applies to the information which may have impact on stock price of the Company. The Investor Relations Team was established to serve as the representative to communicate with institution investors, stockholders, stock analysts and those in the government sector. The Company’s website is the main communication channel to convey information on Company’s profile, information of the industry, financial information, details of shareholders’ meetings, the Company’s notification to the Stock Exchange of Thailand, and news reports which affect investment decisions. The Company’s website is an effective tool to enable investors to follow the Company’s information conveniently.
- The Company also prepared a brief investor relations plan. The plan, which may be changed occasionally upon appropriateness, features the following details:
- The Company organizes a quarterly meeting with stock analysts. In case, the analysts seek any other information, the Company will invite them for meetings with Investor Relations Team in a case-by-case basis.
- Meeting potential investors (Roadshow) in oversea at least once a year.
- The Company always strives to disseminate information for investors by participating in exhibitions held by Stock Exchange of Thailand, Investment Analysts Association or other organizations.
- In 2020, the Company organized many Investor Relations activities by Virtual Conference for analysts and investors, as follows:
|Type of Activities||No.of Events|
|Provide information to Analysts, Fund and Shareholders||250|
|Conference call with International fund||50|
|Meeting Investor, Fund Manager and Analyst||110|
|Site Visit for Shareholder and Analyst||3|
|International and Domestic Road Show/td>||15|
In 2020, the Company arranged one press announcement on the business result and business plan of 2020. And also provided news to the media informing business progress as well as other marketing events through the year.
In addition, the information is provided in several channels such as IR line : 02 511 5427 ext. 893, 275 , Corporate website, one-on-one meeting, group meeting and site visit.
5. The Board of Director’s Responsibilities
5.1 Policy on Good Corporate Governance
- The company’s Board of Directors is committed to direct the business in compliance with the good corporate governance which is beneficial and important to promote efficiency and transparency of the company’s operation, increase competitive advantages, and add long-term value to the shareholders. The Board of Directors and the administration have formulated good corporate governance practice and made them the company’s policy in writing. The Board of Directors approved the policy which has essence as follows:
- Respecting shareholder’s right on various matters, including allowing shareholders to propose agenda in advance for the shareholders’ meeting, and nominating in advance persons to be selected as directors, etc. and not taking any action which may infringe or limit the rights of shareholders.
- Equitably and fairly treating all shareholders, investors, stakeholders and related parties.
- Accurately, adequately, equitably, and timely disclosing information to shareholders, investors, stakeholders and related parties through appropriate channels, including website, to enable shareholders and stakeholders to have easy access to the information.
- Performing its duties and responsibility in supervising and directing the operations of the company with integrity, ethics and prudence to achieve the company’s goal and for the best benefits of the company and its shareholders, as well as preventing conflict of interests.
- Managing the company with transparency under sufficient internal control and audit system.
- Controlling and managing risks at the appropriate level.
- Operating the company with integrity and in compliance with laws and business ethics.
5.2 Structure of the Board of Directors and Committees
- The Board of Directors viewed that, considering its current scope of responsibilities, it is appropriate to have 11 members who have different qualification, skill, experience and specialization that will benefit the company, and ability to contribute time and efforts to perform duty to strengthen the Board of Directors. The Company consider the diversity of the Board structure, including gender, age, race and nationality.
- The Board of Directors gives priority to transparency and therefore stipulated that the board of director chairman is an independent director and shall not be the same person as the Chief Executive Officer or President.
5.3 Leadership and vision
- The Board of Directors has strong leadership, vision and independence in making decision for the best benefit of the company and its shareholders. Roles and responsibilities of each committee are clearly separated. The administration information for the Board of Directors consideration.
- The Board of Directors expects to a goal to ensure stable business with long-term sustainability and success in cooperation with the management in reviewing and ensuring that vision and mission best address the changing environment. The business goals, business plan and budget were prepared by taking into consideration the maximum added value and long-term stability of the company and its shareholders. The Board of Directors also direct the business and ensure that the business operation is efficiently executed by the management.
- The Board of Directors encouraged good corporate governance within the organization and formulated good corporate governance practice, code of ethics, measures and approval procedure of related transaction between the company and related parties or persons who may have conflict of interest, as well as clearly separated the authority of shareholders from that of the Board of Directors, the Board of Directors and the executives and other committees for balance of power and independence and transparency.
5.4 Conflict of interest
- The Board of Directors shall consider related transaction that may cause conflict of interest between shareholders, directors and the management with best prudence, integrity, reasonableness and independence within good business ethic framework, and disclose complete information for the best benefit of the company. The Board of Directors shall strictly conform to the criteria and procedures or regulations set by SET and ask the audit committee to provide information about the necessity and appropriateness of such transaction.
- The Board of Directors formulated measures and approval procedure of related transaction between the company and its subsidiaries or persons who may have conflict of interest. The persons who may have direct and indirect conflict of interest shall not be allowed to make decision on the matter. The audit committee is required to participate in the consideration and provide opinions on the necessity and reasonableness of the items proposed for the best benefits of the Company. The board of the financial statements prepared by using the generally accepted accounting principles published in the annual report.
5.5 Business ethics
- The Board of Directors prepared the Management and Employees’ Code of Ethics for the Company’s management and employees to use as guideline in performing their duties and to strictly and consistently implement in terms of business operations, equitable and fair treatment towards stakeholders, matters related to conflict of interest, information confidentiality and possible fraudulent use of information, bribes, and gifts. The Board of Directors assigned the internal audit unit to monitor and audit the implementation of Code of Ethics.
- The Board of Directors shall monitor and ensure that the company’s business operation, directors’ ability to perform their duties, operation by the management, and employees work are within ethical framework in addition to the company’s regulations and related laws.
5.6 Balance of power for non-executive directors
- The Board of Directors structure comprised 6 non-Executive and Independent Directors, 4 non-Executive Directors and 1 Executive Director. As of 31 December 2020, the Company had 11 members of the Board of Directors.
5.7 Integration or segregation positions for managerial balance of power
The Board of Directors clearly divides scopes of roles and responsibilities among the Board of Directors, executive committee, audit committee, nomination committee, remuneration committee and chairman of executive committee , as well as the chair man of board with a clear stipulation that shall not be the same person as the Chairman of the Executive Committee or Chief Executive Officer not have any relations with the management in order to prevent any executive to have unlimited, check and balance management.
The Chairman of the Board of Directors performs his duties and responsibilities as the Chairman of the committee including being the Chairman of the Annual General Meeting of Shareholders to conduct the meeting properly and transparently. The chairman also provides adequate and equal opportunities for the meeting attendees to question and express their opinions or suggestions as well as letting the attendees to take participation in discussing and voting for the significant issues.
Chief Executive Officer performs his duties and responsibilities in managing the company’s operation; business plan, investment plan and annual budget plan to present to the Board of Directors for approval. The chairman’s duties also include supervising and controlling the company’s policies to achieve the preset goals.
5.8 Role and responsibilities of the Board of Directors
- In 2020, the Board of Directors reviewed and approved significant operational matters and directed the management to efficiently implement the policy and effectively manage the budget.
- The Board of Directors reviewed the approved written good corporate governance policy at least once a year. In 2020, The Board of Directors reviewed the Good Corporate Governance policy for 2 times on 18 February 2020 and 12 November 2020.
- The Board of Directors prepared and distributed the Code of Ethics in writing to directors, executives and employees; and reviewed other ethics for directors, executives and employees to understand ethical standards applied to its business operation. The Board of Directors assigned the internal audit department to monitor the execution of such standards.
- The Board of Directors provided financial statement control and regulations implementation. The internal audit department independently performed its duty in monitoring the implementation of these regulations and control measures and reviewed the system at least once a year.
- The Board of Directors is focus on operating with integrity, morality, ethics, compliance with transparency, responsibility and accountability to ensure regular and sensible business conduct. It also pushed for an Anti-Corruption Policy in writing for management and staff to acknowledge and observe in their work, and was publicized for all stakeholders to acknowledge and observe. In addition, as the Company applied for Anti-Corruption Program with the Private Sector Collective Action Coalition against Corruption (CAC), the Company had its declaration on 18 February 2020.
5.9 The Board of Director’s meeting
- The Board of Directors convened at least 4 times a year and arranged the meeting in accordance with the company’s rules, the Public Limited Company Act B.E. 2535 and SET’s regulations. The chairman of the Board of Directors, in the capacity of the meeting chairman, shall promote prudence in any consideration, provide sufficient time for the management to present significant information and for directors to discuss the matter. Meeting minutes for every meeting was made for future reference and checking. The directors are responsible for attending every meeting of the Board of Directors except in case of extreme necessity.
- Before the Board of Directors meeting in 2020, At the end of the year 2019 the Company’s Secretary prepared meeting agenda for the Board of Directors to be able to schedule themselves all the year round. The board of director secretary shall prepare the whole year meeting agenda and matters to be considered in each meeting in order to provide sufficient detailed information.
- In each meeting in 2020 the Company’s Secretary will send meeting agenda and related information were distributed to the directors 7 days prior to the meeting date to provide sufficient time for the directors to study and discuss important issues.
- The meetings were strictly held in compliance with the company’s rules and regulations, and the Public Limited Company Act B.E. 2535. by allowing directors to discuss the matter carefully, and the meeting must have directors attending the meeting at least 2 out of 3 of the total number of directors to constitute a quorum, thoroughly and the company’s secretary and legal advisor to attend meetings and take notes, questions, and recommendations of the committee. Other directors and related parties to track and monitor them.
- The Company has the policy to allow non executive directors to hold a meeting to discuss management issues in focus without attendance of the Management at least once a year, report to the Chief Executive Officer for the result of such meeting. In 2020, The Board of Directors meeting without director who is appointed from the Company’s management was arrange 1 time on 18 February 2020.
5.10 Self assessment of the Board of Directors
- The company’s secretary prepared criteria for self assessment of CG Self Assessment for the Board of Directors’ and sub-committee to considerate for Board evaluation and self-assessment at the end of every year to determine and correct the problem as well as improve the efficiency and effectiveness. The self assessment as referred to 6 topics:-
- The structure and qualifications of the Board of Directors.
- Duty and responsibility of the Board of Directors.
- The Board of Directors’ meeting
- Performance of directors.
- Relationships with the management.
- Self-development of directors and management development.
In 2020, the Board of Directors and CEO performance evaluation result as follows;
- The Board of Directors performance evaluated by the team of the director was reported at 97.93% which is an excellent score.
- Performance evaluation of Self- Assessment of committee as a whole was reported at 98.57% which is excellent score.
- Performance evaluation of Self- Assessment of the board of directors and of committee members on an individual basis was reported at 99.34% which is excellent score.
- The evaluation of the performance of the Chief Executive Officer for the year 2020, was separately evaluated by the director and brought to the meeting for discussion. The final score was reported at 99.86% which is considered as excellent performance.
5.11 Directors and executives development
- The Board of Directors encouraged and provided training opportunities for the company’s directors and members of committees to further improve their ability to perform their tasks. The company has 10 directors attended courses Director Accreditation Program (DAP) and/or Director Certification Program (DCP) organized by the Thailand Institute of Directors.
- The company’s secretary prepared directors guidebook and criteria on information disclosure, profile, shareholdings, changes to shareholding of directors, etc. and distributed to new directors.
2020 Seminar record for directors as as follow:
- Mr. Somchainuk Engtrakul
International Financial Reporting Standard no.17, PWC
- Mr. Vicha Poolvaraluk
Preparation for THSI Evaluation (Sustainability assessment), ERM
Sustainability (ESG) and Risk Management GAP Analysis Workshop, ERM
- Mr. Verawat Ongvasith
Digital Transformation for CEO Class 2
- Mr. Vichai Poolvaraluk
Quality of Life Management
Create Sense of Urgency Workshop
Workshop “Leading well - The Leadership Wellness Program”
- Mrs. Paradee Poolvaraluk
Preparation for THSI Evaluation (Sustainability assessment), ERM
Sustainability (ESG) and Risk Management GAP Analysis Workshop, ERM
- Mr.Thanakorn Puriwekin
- Preparation for THSI Evaluation (Sustainability assessment), ERM
Sustainability (ESG) and Risk Management GAP Analysis Workshop, ERM
5.12 New Director Orientation
The company has provided the new director with orientation. The company secretary is assigned to manage and prepare the orientation document, including; general information of the company, company overview, shareholder structure, corporate management structure, director guidelines and meeting agendas to inform the new director about their roles, duties and responsibilities as well as to acknowledge them about the company’s policies and regulations, the comprehension of management and operation and the explication for any inquiries. The company also provided an opportunity for the new director to visit each department for more understanding and preparing for their duties.
5.13 Succession Plan
The company has sourced person who have ability to work in order to substitute available positions as well as new positions that might be occurred following to the company direction in the future. The company has created opportunities to the new business to build trust to investors and staff that the company operation will be consecutively and promptly continue by the following plan.
In case the position of director is available, nominating and remuneration committee will consider person from deputy director which currently have 1 person or might be consider and select from external candidates who talented, experienced and qualified, then submit to board meeting and annual general meeting respectively.
In case the position of chief executive is available, human resources management will nominate successor according to the plan; for the executive from director level upwards which was specified to be a successor. Besides, in case there is no suitable staff who appropriate and able to work, there will be system to develop staff in follow level to prepare or sorting and choosing qualified external candidate. Human resource management will determine the process of succession plan as follows.
- Specify important positions that are necessary to have Succession Plan, for example; there will be executive who will be retiring within 3-5 years etc.
- Analyst and assign competency of executives and staff in level of Chief, Director and Department Manager for positions that require Succession Plan.
- Assign criteria for recruiting, selecting and promoting staff positions.
- Search and evaluate the pool of candidate from the basic data of the Human Resources Management Department.
- Establish department training plan or positions that will create succession plan
- Establish and operate training to develop Pool of Successors as Group / Individual development plan
- Follow up development and operation result of Pool of Successors according to specified indicator.
- Summarize result of operating succession plan and report succession plan to board at least 1 time per year.
The case of non-implemented principles of corporate governance
For the principles of corporate governance that the Company has not been implemented, the Company will take them into consideration to find appropriate ways for implementation.
1. The Board of Directors should determine the independent director to be in rotation consistently not more than 9 years.
The Board of Directors did not determine the rotation of independent directors and committee because each director has good knowledge and experience in the Company’s industry which will gain the most benefit to the Company.
2. The Board of Directors should determine the independent director to entitle in no more than 5 listed companies.
The Board of Directors did not determine the entitlement’s number of listed Companies for Independent Directors because each director has good knowledge and experience in the Company’s industry which will gain the most benefit to the Company.
Compliance with Stock Exchange of Thailand’s Code of Conduct for Listed Company’s Directors.
The Board of Directors is responsible for establishing policies, vision, mission, goals, business strategy, business plan and budget of the company. The management and supervision administered according to the defined policy effectively and efficiently under the framework of laws, regulations, objectives of the company, and resolutions of the shareholders’ meeting with responsibility and honesty. The director of a listed company has to comply with the Stock Exchange of Thailand’s code of conduct. Additionally there must be control and monitoring of the management to ensure transparency, maintain communication and disclose the company information as appropriate. The Board of Directors, under the leadership of Chairman of the Board of director has to control and manage the company’s management to deliver the operating result effectively, adding high economic value to the business, and maximizing security for its shareholders.
The Chairman of the Board of Directors and Chief Executive officer are not the same person. The Chairman of the Board of Directors is independent of major shareholders and management. There is no benefit or interest, whether direct or indirect in the finance and administration of the Company. The Chairman of the Board of Directors is elected from Independent Directors.
The Board adheres to the Securities and Exchange Act, and respective rules, regulations of The Securities and Exchange Commission, complies with the Stock Exchange of Thailand’s code of conduct for the directors of listed companies, The Capital Market Supervisory Board and other relevant laws.