Principles and best practices on corporate governance

As a listed company in the Stock Exchange of Thailand, the Company board of directors and management team realize in the importance of practices that comply with the principles to improve our systems to be transparent and auditable. The confidence is built up for all stakeholders that the Company is strictly complied with the 5 good corporate governance principles set up by the Stock Exchange of Thailand listed hereunder;

1. Rights of Shareholders

The board of directors recognize basic shareholder rights for instance the right to obtain relevant and adequate information on the company in a timely manner on a regular basis as well as the right to attend and vote in the shareholder meetings on any transactions that affect the company or other than the company’s by laws depending on time and circumstances.

The Board of Directors ensures that the company provides shareholders, in advance of meetings, with the information on the date, time, venue and all agenda items with adequate data for their decision making by posting them on the company’s website before the document distribution.

The Board of Directors facilitates shareholders’ participation by selecting the most convenient venue and organize the simple and at low cost voting. Moreover, in case the shareholders prefer to assign the authorized person to attend and vote in the meeting, the list of independent directors is listed on the website of the company.

The Chairperson of the shareholders’ meeting allocates appropriate time for discussion and ensures that there is adequate time for shareholders to express their opinions and raise their relevant questions to the chairperson and the respective committees.

2. Equitable Treatment of Shareholders

In compliance to the principle of Stock Exchange of Thailand, all of our shareholders, including those with management positions, non-executive shareholders and foreign shareholders are treated in an equal way. Our Board of Directors ensures that all processes and procedures for shareholders meetings allow equitable treatment of all shareholders and also sets up the procedures to prevent the use of inside information for abusive self-dealing such as insider trading or related party transaction.

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It is written in the company policy that every employee must sign the confidentiality agreement to prevent the inside information leakage as well as the requirement for report from all members of board of directors and management team on status of their shareholding.

3. Role of Stakeholders

The company sets a clear policy on fair treatment for each and every stakeholder in accordance with the laws as follows;

As mentioned previously, the company is working in compliance with the good corporate governance to ensure that all shareholders receive the equitable rights in all concerns, for instance the right to attend the shareholders’ meeting, the right to vote, the right to use the proxy forms, the right to obtain sufficient information previous to the meeting, the right to obtain the information on the meeting venue and date, the suitable meeting time allocation, etc.

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In addition, the company Board of Directors puts the emphasis on the transparency in disclosure of correct and precise information via any possible channels so that the shareholders and investors can obtain the adequate information equally. We are also widely open to questions from analysts from all kinds of institutions.

Our board of directors treats all debtors as our valuable asset. It is important that we build up their confidence by providing best service and quality products to them. We guarantee that all products produced by us are in accordance with the ISO and other worldwide standards.

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Moreover, to follow the strategy of the company, we continuously improve our business operation by focusing more in the requirements and needs of the customers. We take complaints from the customers as the note to improve to the better.

We regard our employees as an important asset of the company. Besides the provision of the basic welfares in accordance to the labor laws, we provide them the opportunity to attend the training and seminars to enhance their working skills. The company also provides them a reasonable income and fringe benefit in relation to their abilities and contribution to the company by the assessment from our systematic evaluation procedure.

In case of accidents, the company provides a reasonable support and compensation to employees. We also conduct the safety training and evacuation rehearsal on regular basis. The penalties are given to the employees who misconduct in offending to the company safety policy. The environmental concern is also in attention of our management team.

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One of the most important concerns of the company management and board members is the company reputation and responsibility to all related parties, no exception to the trading partners. We have fair and transparent criteria for the selection of not only reliable trading partners but also ones with concern on social responsibility and environment. We carry on our business relationship with trade partners in proper business manners and commitment.

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The company management and board members are responsible for making sure that the financial risk management is efficiently manageable. Loans for project investment are audited to ensure that there is no misuse of the funds.

Since the company’s business is in the manufacturing sector which our factory was located in Rayong Province. The company is well aware of community effect, so we have decided to build our plant in the best industrial estate that high management standard, reliable and friendly community located. The company has defined the definition of production process, security system, hygienic condition and friendly environmental. Moreover we are providing to support public communities and social responsibility such as donation our product to public construction and participate various social activities. In additional the company’s recruitment policy will give priority the candidates who are domiciled in the vicinity in order to increase local employment, economy growth and improve the well-being of local communities.

The company continues to focus on environmental management in the year 2014 and attempts to least cause of environmental impact whether our employees, location and nearby communities. The environmental management concerns manufacturing process, chemical using in production and machine maintenance including with disposal hazard and non-hazard waste under legal standard. The environmental management activities as follows;

  • External Audit ISO14000 from Third parties and surveillance auditor and Internal Audit in the company.
  • Environment campaign and continuous training environment acknowledge along with visiting outside.
  • Making contact with supplier to disposal the waste who under control of Department of Industrial Works (DIW) and all concerned.
  • Appointing an environmental management committee in order to visual inspection to evaluate potential environmental concern and monthly situation report.
  • Communicate environmental issue with nearby communities and all accept if they have an environmental complaint.

Moreover the company has environmental management plans for year 2015 follows;

  • Monitoring and improving cooling water system in production process in order to reduce water consumption and recirculation system.
  • Electrical conservation plan development to improve electricity efficiency in order to reduce electric power consumption.
  • Increase green area by planting trees around the factory.
  • Monitoring and measurement procedure of workplace environment regulation.

5. Responsibilities of the Board

  1. Establishing the company vision, mission and operating policy to ensure that every concerned party has the obtainable, equitable, transpired benefit including increase in shareholders’ wealth continuously.
  2. To review business performance plan and improve the company efficiency and performance evaluation.
  3. Monitory and controlling business risks including company corporate governance
  4. Conducting business in line with care to preserve the interest of the company.
  5. Following the best practice of Directors of listed companies.
  6. Implementing a code of corporate conduct and ethics to every level of staff in order to avoid any fraud of mismanagement.
  7. Taking care of benefits to shareholders legitimately and fairly. Not only that the shareholders have the right to protect their benefits and receive complete and transparent information which can be disclosed and examined.
  8. The Board will delegate their power of attorney to directors, management, subcommittee or any juristic persons in order to act together or individually for any activity according to the company objectives and articles of association without any remuneration. The board has the right to change or withdraw this power of attorney from that person or terminate and appoint a person to replace as it suits. The authorized person must manage the work as authorized.
  1. To review the sufficiency. Credibility and objectivity of the financial report.
  2. To review the adequacy and effectiveness of internal control system.
  3. To consider and advise the appointment of the external auditors.
  4. To review compliance with applicable regulations and relevant laws.
  5. To consider compliance with all connected transaction disclosures.
  6. To review and fulfill company’s corporate governance.
  7. To perform any other operations assigned by the board of directors.

The Company sets up the board of directors meeting schedule in advance and notify all directors so that they can manage their time to attend the meetings. There are at least 4 Board of Directors meeting per year (once in every quarter) to review and monitor the management performance continuously and promptly.

The chairman of the board and all directors are free to propose the board meeting agenda to the Company Secretary. The meeting documents are distributed to all directors previous to the meeting date. The chairman of the meeting also appropriately allocates the meeting time for complete management’s presentation and comprehensive directors’ discussion.

In general, top management of the company is requested to attend the meeting to present details and additional information relating issues under their direct responsibilities. At the same opportunity, the Board has a chance to know more about the management team to enable the preparation of succession plan. The Board can also access to additional information, under a prearranged condition via Chief Executive Officer or the Company Secretary.

The Audit Committee can also access to information relating to auditing directly via the Internal Auditor. In additional if necessary, the non-executive directors can arrange the meeting among themselves without the Company management to discuss the company management related issues only Chief Executive Officer has to be informed accordingly.

4. Disclosure and Transparency

The important company information includes financial reports and non-financial information is disclosed correctly, accurately, on a timely basis through easy-to-access channels that are fair and trustworthy. We have the investor relations officer available to communicate with outsiders and company secretary in compliance to laws.

In general the company information is submitted through the Stock Exchange of Thailand channel in the annual report format (Form 56-1) and the bi-lingual company Annual Report (Form 56-2). The same information is also posted on the company website with the up-to-date information.

The company board of directors is responsible for the producing of publicized consolidated financial report of company and its subsidiaries under the recognized certified standard with the choice of appropriate accounting policy and practice on regular basis. Sufficient explanations to the financial statements are also inclusive in the annual report.

The company board of directors has appointed the audit committee, comprising of independent directors to take responsibility in auditing and certifying the quality of financial report and internal audit. The related comments from the audit committee are marked in the report from the audit committee pages.

In relating to role and responsibility of company committees and sub-committees, the company discloses the related details of all meetings for instance, the meeting attendance record per year of each committee member and remunerations/benefits of the committee members.