Corporate Governance

Strengthen Board Effectiveness

The Company’s Board of Directors consists of nine directors, who serve each service term of three years. Two of them are management members, while seven do not involve in the management. Out of the total directors, three of them are qualified as independent directors, according to the Securities Exchange Commission (SEC)’s requirement that a SET-listed company must have independent directors at the number equivalent to or more than one-third of the total directors.

The Board of Directors acts as the representatives of the shareholders and oversees the Company’s overall management. They shall lead and take part in determining the Company’s targets, directions, policies, operation plans and budget. The Board of Directors should honestly make sure that the Company’s business is operated in accordance with the laws, Company’s objectives and related regulations, as well as the resolutions of the shareholder meetings in order to maintain the benefits of the shareholders, with other stakeholders also being taken into account. Likewise, the Board of Directors monitors the management’s operation performance to ensure that the established policies are achieved efficiently and effectively to maximize corporate value as well as create security for shareholders.  The Board of Directors arranges the internal control system and the risk management system and closely follows the operation of these units on a regular basis.

Moreover, the Board of Directors also establishes the Executive Committee, who oversees the management’s operation performance, ensuring that the management’s operation is carried out in compliance with the set management policies. The scope of authority and duties of the Executive Committee is determined by the Board of Director and they are authorized to approve the investment worth not more than 20 million baht. Meanwhile, the Chief Executive Officer is authorized to approve the investment worth no more than 15 million baht. In addition, the Company’s Board of Directors appoints the Audit Committee to strengthen the Company’s internal control system and ensure sufficient and appropriate good corporate governance practices.

The Chairman of the Company’s Board of Directors shall not be the same person as the Chief Executive Officer so that the responsibilities in regard to corporate governance and general management are separated. This will allow the Company to operate business with transparency and minimize the chances of conflicts of interest and also prevent absolute power of the Chief Executive Officer thanks to the power balance between the two positions, which can better maximize benefits for the Company and the shareholders.

For more effective and transparent corporate governance, the Board of Directors has set up the following sub-committees to assist in operation and corporate governance affairs as the following details:

    • Executive Committee
Company’s Board of Directors selects six qualified directors and the management to be members of the Executive Committee to manage and supervise the Company’s operation as assigned by the Board of Directors.

    • Audit Committee
The Board of Directors appoints three independent directors to be members of the Audit Committee. At least one of the three independent directors must possess knowledge and experience in accounting and finance.

The members of audit committee must be independent as stated in the rules and regulations concerning qualifications and scope of duties and responsibilities of the Audit Committee set by the Stock Exchange of Thailand (SET). The Audit Committee reports directly to the Board of Directors and their scope of duties and responsibilities, as stated in the charter of the Audit Committee, is reviewed and revised at least once annually.

    • Nomination and Remuneration Committee
The Board of Directors appoints the Nomination and Remuneration Committee, consisting of three non-management members, with most of them being independent directors. This committee is responsible for setting policies, principles and guidelines for nomination and selection of the Company’s directors, sub-committees and top management. The committee also determines the amounts of remuneration and other benefits for the directors and sub-committee members as well as top management. The Nomination and Remuneration Committee reports the performance and proposes opinions or suggestions to the Board of Directors.

   • Corporate Governance Committee
The Board of Directors appoints the Corporate Governance Committee, consisting of three non-management members and most of them are independent directors. The committee is assigned to establish corporate governance policies and determine corporate governance operation and guidelines for the organization. The committee also outlines anti-corruption policies and sustainability management policies in order to support the Company to manage business effectively with transparency and responsibilities to environment and society. This should help create trust and develop the business for sustainable growth, which would bring benefits to all shareholders as well as take account stakeholders.

Board of Directors Meetings
The Board of Directors meets monthly and some special meetings are arranged as necessary. The invitation letters clearly indicating the meeting date and agendas are sent to the directors at least seven days prior to the scheduled meetings to ensure that the directors have adequate time to consider the information ahead of their meeting attendance. Each meeting normally takes not less than two hours. In each meeting, the chairman of the meeting allows each director to express his/her opinions freely.

In 2022, there were 14 Board of Directors meetings, 12 Executive Committee meetings, four Corporate Governance Committee meetings, nine Audit Committee meetings, and two Nomination and Remuneration Committee meetings.

The written minutes of the meetings, endorsed by the Board of Directors, are properly recorded and filed.  They are always available for review and examination by the Board of Directors and related parties.

Board of Directors’ Reports
The Board of Directors holds responsibility for the Company and the subsidiaries’ financial statements (already audited by the auditor), as well as all disclosed financial information. The Board of Directors realizes the importance of the accuracy and reliability of such financial reports and information. Hence, the Board of Directors has a policy to complete a report on the responsibility of the Board of Directors in regard to the financial reports and financial information disclosed in the Company’s annual report. The financial statement is regularly prepared to conform to the generally accepted accounting standards.  In preparing such financial reports, appropriate accounting policies are selected and consistently adapted with cautious judgment and forecast. Moreover, significant information shall be adequately disclosed in the notes to financial statement covering important matters under the code of best practices for directors of SET-listed companies announced by the SET.

Furthermore, the Audit Committee appointed by the Board of Directors is responsible for overseeing the quality of Company’s financial reports, the internal control system, and the internal audit system. Comments from the Audit Committee are reported in the Form 56-1 One Report. The minutes of every Board of Directors’ meeting are recorded and contain proper details, e.g., questions and opinions of each director for each agenda and objections along with the rationales, so that the shareholders can examine the appropriateness of the directors in performing their duties. Meanwhile, the Board of Directors continuously and firmly focuses on applying the good corporate governance policies to the management and operation to promote good images and reliability of the Company among investors and the public in general.

Prevention of Conflicts of Interest
Realizing possible conflicts of interest, the Board of Directors has issued guidelines as a part of the code of ethical business for all management and employees to avoid any personal conflicts of interests with the Company and shareholders when dealing with trade partners and other parties. In addition, the directors also require that transactions with possible conflicts of interest or connected transactions should be appropriately discussed and reviewed. The policies about related operation or procedure as well as approval process are clearly indicated, in accordance with the SET’s principles. All related parties are required to inform of details about their relations with certain connected transactions. They shall not attend the meetings to review such transactions and they shall have no authority to approve such transactions. Pricing and conditions for such transactions shall be comparable to pricing and conditions for transactions done with external parties.

In case the Audit Committee possesses no expertise in particular matters related to certain connected transactions, the Company shall seek opinions from the internal auditor, the independent auditor or the authorized auditor so that the Board of Directors can consider such opinions before making decision, depending on each case.

Details of connected transactions are required to be disclosed in the Form 56-1 One Report and the Company’s financial statement.

Remuneration for the directors and management
The Nomination and Remuneration Committee was established in 2013 to determine principles and policies about selecting and determining remuneration for the directors and the members of sub-committees. In addition, the committee selected and nominated qualified persons to be directors. In 2022, the Nomination and Remuneration Committee determined the remuneration for the directors and the management, taking into account the scopes of their responsibilities and the Company’s business growth, and business size, and proposed the amount of remuneration to the Board of Directors’ approval. The remuneration of the Board of Directors and sub-committees must be approved by the shareholders’ meeting (Note: The information in regard to the remuneration for the directors and management members is disclosed in the Management section).

The Code of Ethical Business
The Company has put in place the code of conduct or the code ethical business as operation guidelines for the directors and all employees to understand and follow so as to enhance the corporate value. A primary goal of the code of ethical business is to ensure that the directors, the management, and employees treat the Company, stakeholders and society in professional, honest, transparent, equal and responsible manners. They have the freedom to do perform their duties and shall be independently responsibility to the society. Moreover, the Company also assigns responsible persons to assess the performance and improve such code of ethical business on a regular basis.

Moreover, the Company also has a policy to regularly and continuously educate and provide trainings for all staff and management to ensure their understanding and knowledge and release relevant information on a regular basis.