The Company perceives the importance to enforce the corporate governance practices in accordance with the Corporate Governance Policy across all levels of employees, the Management, and the Board of Directors. These practices are to ensure operating transparency, promote managerial integrity effectiveness, and efficiency across the firm, for the benefits of shareholders, customers, investors, and the general public.

1. Right of shareholders

The Company’s Board of Directors perceives the significance of good corporate governance, the internationally standardized operation, the compliance with SET’s regulations, the rights of shareholders and the promotion of their rights thereof. The Audit Committee was set up to supervise the business in various aspects so as to promote favorable corporate culture and corporate governance. This effort is a key factor encouraging the Company to achieve its desirable performances and targeted business objectives. As a result, the shareholders will reap the highest benefit out of this practice. In this regard, the Company aims that the Directors and the employees of all levels hold on to the following values:

  • Perform each task with their best knowledge and capability, along with professional practices, honesty, and morality
  • Formulate cooperative solidarity in workplace
  • Hold firmly to rules and regulations and perform for the benefit of the Company, the country and the society as a whole
  • Create mutual interactions and be readily responsive to any circumstances.

In 2003, the company registered in the Stock Exchange of Thailand and became a public company. The firm has a policy to send the inviting letters for a meeting and accompanying documents to the shareholders at least 7 days earlier, in order to reach the minimum period determined by the law. Moreover, the company has a policy to treat all the shareholders equally. That is, a shareholder can vote independently to elect the board of directors, partake in resolution making, opining, and enquiring the meeting as per the meeting’s agenda and proposed issue. Every shareholder has the right and equity to receive correct, well-rounded, and updated information, of which he/she can also check for its verity. The company has a policy to provide more alternatives for the shareholders by permitting an independent director to be entrusted by a shareholder, in the event the latter cannot attend the meeting.


2. The equity of the shareholders

In 2003, the company registered in the Stock Exchange of Thailand and became a public company. The firm has a policy to send the inviting letters for a meeting and accompanying documents to the shareholders at least 7 days earlier, in order to reach the minimum period determined by the law. Moreover, the company has a policy to treat all the shareholders equally. That is, a shareholder can vote independently to elect the board of directors, partake in resolution making, opining, and enquiring the meeting as per the meeting’s agenda and proposed issue. Every shareholder has the right and equity to receive correct, well-rounded, and updated information, of which he/she can also check for its verity. The company has a policy to provide more alternatives for the shareholders by permitting an independent director to be entrusted by a shareholder, in the event the latter cannot attend the meeting.

In the past years, the company’s directors and management have been considering about the eradication of the interests’ conflict with prudence, honesty, and independence under the frame of decent morality. This effort is to achieve the overall benefits of the company, transparency, and protection of personal interest through exploitation. The company is in the process of initiating an instruction bill forbidding the directors, management, and operational staffs not to use the firm and its subsidiary’s internal data which are significant and confidential for the pursuit of personal benefits. Besides, if there is any interrelated program, the firm will be complied with the criterion and method notified by the Stock Exchange of Thailand.


3. The roles of stakeholders

The company is attentive to the right of the beneficiaries in all groups, be they the internal beneficiaries like staffs and the Company’s and its subsidiaries’ executives, or the external beneficiaries like competitors, creditor, the governmental authority and other related agents. The company actually conducts its operation in compliance with the provisions of law and other relevant regulations in order to maintain the appropriate care of these beneficiaries. In 2016, the Company ensured that all stakeholders were properly treated as follows:

Shareholders: The Company values the rights of shareholders and rights stipulated by the law, such as the right to attend the shareholders’ meetings; the right to vote at the meeting; the right to freely express opinions at the shareholders’ meetings; the Company also gives shareholders the right, as the owners of the Company, to make suggested and comments on the Company’s affairs to the independent.

Employees: The Company truly believes that its employees are the most valuable assets and also support employees to improve their knowledge and skill by providing skills trainings, knowledge sharing workshops and leaning opportunities to all employees for their self-development and career growth with the Company. The Employee Performance Assessment system integrates the employees’ values with the corporate objective to ensure that the business success is their mutual benefits.

Customers: The Company is determined to provide customers with maximum benefit in terms of quality and price, to develop and maintain the sustainable relationship with customer, to commitment to the customers.

Partners: The Company is operates its business by upholds promises and committed to fair and equal treatment of its suppliers and business partners to establish mutual trust.

Competitors: The Company is legally competing with the competitors by adhering to the business fairness under the trade competition act. , and not take any action that violates the intellectual property or copyright of competitors, not use dishonest methods to discredit a competitor or no trade secret violations.

Creditors: The Company honestly and strictly adheres to loan agreement, pay attention to the importance of the creditors and strive to keep good relationship with them on the best interest of the Company.

Communities, Social and Environment The Company perceives the corporate responsibility for the environment in the society and community and for natural resources conservation. The Company supports activities that promote quality of life and create happiness for communities, society and environment.


4. Information Disclosure and Transparency

The Board of Director is responsible for the Company’s and its subsidiaries’ financial statement and information as appearing in the annual report. They also oversee the effective internal control system to ensure that the accounting records be thorough, accurate, and adequate to maintain the property, and to be notified of possible weaknesses to assure that the financial statements are free of material misstatements.

Investor Relations

After being registered in the Stock Exchange of Thailand, the Company has a policy to nominate a person to be in charge of investor relations. This particular individual will make sure that the disclosure of general and financial information, as well as significant data affecting the price of the Company’s stock, be accurate, complete, transparent, and thorough. Such information will be distributed to investors and the public via the following channels:

1) The Stock Exchange of Thailand

  • List of annual data (Form 56-1)
  • Annual report (Form 56-2)
  • Electronic media (SCP Client)

2) Newspaper

3) Magazine

4) Television

5) Company website

6) Shareholder journal

7) Face-to-face interview

8) Trip to meet domestic and international investors

9) Meeting with stock analysts


5. Responsibilities of the Board of Directors

The company’s board of directors is composed of well-versed, experienced directors who settle policies, vision, strategy, goal, mission, business plan, and the firm’s budget. They also govern the management to operate the works effectively and efficiently as per the determined policy, within the boundary of law, the company’s provisions, and the resolution of shareholders’ meeting, with honesty, responsibility, and prudence; for the utmost economic value of the enterprise and supreme security of the shareholders. Besides, the company is highly attentive to an internal control system, internal auditing, appropriate method of risk management, including a checking system in order to enable the operation to be in compliance with the law, to make the utmost effectiveness and efficiency out of the internal control system. Moreover, the board of directors has considered about the settlement and separation of duty and responsibility between the board of directors, the audit committee, the executive board, and the President.

Conflict of interests

In the past years, the company’s directors and management have been considering about the eradication of the interests’ conflict with prudence, honesty, and independence under the frame of decent morality. This effort is to achieve the overall benefits of the company, transparency, and protection of personal interest through exploitation. The company is in the process of initiating an instruction bill forbidding the directors, management, and operational staffs not to use the firm and its subsidiary’s internal data which are significant and confidential for the pursuit of personal benefits. Besides, if there is any interrelated program, the firm will be complied with the criterion and method notified by the Stock Exchange of Thailand.

Business ethics

The company has stood firmly on doing correct deeds in its business path. The directors, management, and all the staffs of the company have their own parts in doing the duty with honesty, under the law’s boundary and their own responsibilities. They shall also exercise the prudent consideration in trading and treatment to others; abstaining from any conduct which will riskily lead to the company’s infamy or damage, though that action seems to be beneficial to the company’s business. However, the company is preparing the Bills of Staff Conduct and Business Conduct for all the personnel to be complied with.

The board of director’s check and balance

The company’s board of directors consists of 10 persons, who are:

  1. Directors who are not the executives – 4 persons.
  2. Directors who are independent – 4 persons or 40 % of the whole board.

Unification or separation of rank

The chairman of the board of directors will not be the same person with the firm’s managing director, in order to give check and balance in administration. More than half of the company’s board of directors is consisted of a coalition of non-executive directors and the independent directors.

Remuneration for directors and management

The firm has clearly settled the policy on the directors and management’s remuneration. However, the consideration of the directors’ remuneration is under the approval of the shareholder’s meeting, whereas the management’s remuneration is under the approval of the board of directors. This consideration will be as high as that of the industry to maintain the highly-qualified directors and management with the firm.

The Board of Director’s meeting

The company has a policy to send the inviting letters for a meeting with accompanying documents to the directors’ consideration at least 7 days earlier, in order to reach the minimum period determined by the law. In 2016, the board of directors had 7 meetings, with the written record, and the approved meeting report was kept for the checking by directors and related persons.

The subcommittee

The board of directors has appointed the subcommittee board to support on corporate governance, as follows:

  1. The Audit committee with a 3-year term in office. The committee’s body consists of 3 persons, all are the independent directors.
  2. The Nomination and Remuneration Committee with a 3-year term in office. The committee’s body consists of 3 persons, all are not the Executive Board and committee’s chairman must be the Independent director.
Name Position Meetings in the 2016
Board of Director Audit Committee Nomination & Remuneration Committee Shareholders Meeting
7 Times 4 Times 2 Times 1 Time
1. Mr.Satja Janetumnugul Chairman of the Board 7/7 - - 1/1
2. Mr.Suwinai Suwanhirunkul Director
Acting President
7/7 - - 1/1
3. Mr.Supapong Krishnakan Director 7/7 - - 1/1
4. Mr.Suthud Khancharoensuk Director 6/7 - - 1/1
5. Mr.Prasit Dheeraratbongot Independent Director
Chairman of the Audit Committee
Chairman of the Nomination & Remuneration Committee
7/7 4/4 2/2 1/1
6. Mr.Chamni Janchai (1) Independent Director
Member of the Audit Committee
Member of the Nomination & Remuneration Committee
3/7 2/4 1/2 -/1
7. Ms.Panicha Pongsivapaii (2) Independent Director
Member of the Audit Committee
Member of the Nomination & Remuneration Committee
1/7 1/4 -/2 -/1

Directors who resigned during the year 2016
1. Mr. Somchai Sirirojvisuth Independent Director
Member of the Audit Committee
Member of the Nomination & Remuneration Committee
2/7 2/4 1/2 1/1
2. Mr. Sobhon Homcheon Independent Director
Member of the Audit Committee
Member of the Nomination & Remuneration Committee
5/7 3/4 1/2 1/1

Note :

  • (1) Appointed as director on May 16, 2016.
  • (2) Appointed as director on September 12, 2016.
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