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) Rights 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.

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) Equitable Treatment of Shareholders

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.

Conflict of Interest

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) 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 2017, the Company ensured that all stakeholders were properly treated each stakeholder 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) Disclosure and Transparency

Corporate Governance Policy

Board of Directors established Policy on corporate governance, by recognizing the importance of benefits to the business of the Company to be stable and sustainable growth. In setting the operating guidelines, the Company focused on internal control and internal audit. Especially, Board of Directors had evaluated the adequacy of the internal control system together annually since the year 2003. And oversight of management operations by the Board of Directors had conducted under the policy effectively. For the Company had complied with good corporate governance principles, according to the guidelines of the Stock Exchange of Thailand.

In addition, the Company had also disclosed complete information in accordance with the guidelines of the Stock Exchange of Thailand which was reported both in Thai and in English through the Company's website.

Report of the Board

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

Auditor’s Fee

  1. Audit Fee
    The Annual General Shareholder Meeting of 2017, The Company appointed EY Office Company Limited with Mrs.Poonnard Paocharoen C.P.A. Registration No.5238 or Ms.Vissuta Jariyathanakorn C.P.A. Registration No.3853 or Mr.Termphong Opanaphan C.P.A. Registration No.4501, as auditor of the Company for the year 2017. The remuneration of the audit fee of the Company and its subsidiaries for the year 2017, 800,000 Baht and 835,000 Baht respectively.
  2. The audit fee excludes non-audit fee of 26,822 Baht

Dividend Policy

The Company has a policy to pay dividends to shareholders at the rate of not less than 50% of net profit after deduction of all reserves. Unless there is a necessity that it cannot be paid.

The dividend payment will be considered many factors such as financial position, liquidity, business expansion and other factors that relevant in the management of the Company. The dividend payment must be approved by the shareholders as appropriate and approved by the Board of Directors.

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: The Stock Exchange of Thailand, List of annual data (Form 56-1) , Annual report (Form 56-2), electronic media (SCP Client), newspaper, magazine, Television, company website, shareholder journal, face-to-face interview, trip to meet domestic and international investors and meeting with stock analysts.

Procedures for Whistle-Blower

The Company has established channels for raising concerns or receiving complaints from the employees or the Company’s stakeholders. The employees can send the complaints letter with indicating “Private and Strictly Confidential” to the Chairman of the Audit Committee, for the Company’s stakeholders can directly send to the Chairman of the Audit Committee or via the Company’s E-mail ir@rpcthai.com or The Company’s address No. 86/2 Sammakorn Place, Saphansoong, Bangkok 10240. The complaints will be investigated according to the Company’s procedures and reported to the Board of Directors. All evidence and documents related to the complaints and names of the complainants will be kept confidential.


5) Board Responsibilities

Leadership and Vision

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 Managing Director.

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.

Overseeing the operations of its subsidiaries and associates

The Board of Directors has oversight mechanism that can control the direction of management and responsible of subsidiaries and associated companies to maintain the benefits of the Company's investment as follows:

  1. Individuals are sent to represent the Company to be a director, an executive or authorized individual in such company in proportion to the shareholding. And it is approved by the Board of Directors.
  2. The scope of authority and responsibility of directors and executives representing the Company are determined by the authority of each company.
  3. There is the mechanism of governance has resulted in the disclosure of the financial position and results of operations, transactions between the Company and the connected persons, acquisition or disposition of assets or any other important transaction of such company is completely accurate. And also comply the criteria related to the disclosure of information and transactions similarly to the above-mentioned criteria of the Company.
  4. Determine the appropriate and sufficient internal control system in its subsidiaries by testing the internal control system and monitoring by the Internal Audit Committee of the Company.

Anti-Corruption Policy

Directors, executives, and employees must perform their duties with honesty and without involving in all forms of corruption, whether it is direct or indirect. Uphold and abide by the policies and Code of Conduct strictly.

Related Practices

  • Receiving or giving gifts, favors, other privileges

    The operation of the company includes auction or projects, procurement, coordination or activities related to the business of the Company with both public and private sectors. It must be treated with fairness, transparency and verification. Comply with the law, regulation and policy, the Company is aware of receiving or giving gifts, favors or benefits. These could pose a risk of corruption.

  • Donation or support to public or private sectors

    Donation or support to public or private sectors must be conducted with transparency and not contrary to morality, ethics, legally and adhere to the policies and procedures of such matters very seriously. This must be approved by the original affiliation before proceeding.

    However, the donation or support to public or private sectors aforementioned, must not cause conflict of both personal and corporate interests. Not used as an excuse for corruption. Approval of donation or support to public or private sectors must follow the rules strictly. A report is prepared, together with documents for approval donation or support to public or private sectors, and propose to the management for consideration.

  • Political participation

    The Company operates as a politically neutral. No aid or political support to political parties or politicians in all its forms. It also does not encourage any director, executive, or employee to participate in any political activity on behalf of the Company. The Company is entitled to personal freedom under the law to participate in political activities. And it is not impersonating an employee, or any assets of the Company to take on political support or act in any manner which contributes to the misconception that the Company engages in or support any political.

    So the expression and political opinion in the office or corporate premises of the Company are considered against the regulation of the Company.

  • Complaints, found clues corruption

    If corruption is found, it must be informed to the supervisor or through channels which are set up for complaints, clues, corruption or abuses. The Company has measures to protect the complainant, informant as required. Details are provided by the policy on notification of clues and protection of notifier. The Company provides channel to report clues and complaints through the

    Company secretary :

    Mailing Address : RPCG Public Company Limited
    No. 86/2 Sammakorn Place, Ramkhamhaeng Road,
    Saphansoong, Bangkok 10240
  • Risk assessment of corruption

    The internal audit department is responsible for assessing the risks of corruption. By assessing, analysis, monitoring and control of risk at acceptable levels and report to the Audit Committee about the monitoring of the implementation of the policy against corruption.

  • Raising awareness against corruption

    The Company conducts internal communication to ensure that directors, executives and employees understand and recognize the importance of anti-corruption. Include policies and practices that are relevant through staff meetings, seminars and company media. Available to employees who perform duties related to the stakeholders of the Company to inform them.

  • Penalties for offenses

    Penalties for offenses shall be in accordance with the Company regulations and / or applicable laws.

    The board of director’s check and balance

    The company’s board of directors consists of 7 persons, who are:

    • Directors who are not the executives – 4 persons.
    • Directors who are independent – 3 persons or 43 % 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 2017, the board of directors had 6 meetings, with the written record, and the approved meeting report was kept for the checking by directors and related persons.

    Name Position Meetings in the 2017
    Board of Director Audit Committee Nomination & Remuneration Committee Shareholders Meeting
    6 Times 9 Times 3 Times 1 Time
    1. Mr.Satja Janetumnugul Chairman of the Board
    Acting Managing Director
    6/6 - - 1/1
    2. Mr.Suwinai Suwanhirunkul Director 6/6 - - 1/1
    3. Mr.Supapong Krishnakan Director 6/6 - - 1/1
    4. Mr.Suthud Khancharoensuk Director 6/6 - - 1/1
    5. Mr.Prasit Dheeraratbongot Independent Director
    Chairman of the Audit Committee
    Chairman of the Nomination & Remuneration Committee
    6/6 9/9 3/3 1/1
    6. Mr.Chamni Janchai Independent Director
    Member of the Audit Committee
    Member of the Nomination & Remuneration Committee
    6/6 8/9 3/3 1/1
    7. Ms.Panicha Pongsivapaii Independent Director
    Member of the Audit Committee
    Member of the Nomination & Remuneration Committee
    6/6 9/9 3/3 1/1

    The subcommittee

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

    • The Audit committee with a 3-year term in office. The committee’s body consists of 3 persons, all are the independent directors.
    • 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.

    Internal control and audit system

    The firm has clearly settled mission, duty, and operational authority of the operational staffs and executives in a form of writing, along with the use of the company’s property for beneficial purposes and the job segmentation of operational staffs, control staffs, and assessment staffs; in order to create check and balance.

    The company has an internal audit office that will do the checking to assure the efficiency and compliance of the firm’s main operation and major financial activities with the law and provisions related to the company. The internal audit office is independent, so it can do fully the check and balance. The internal audit office can directly report the audit result to the audit committee.