Corporate Governance Policy
The Board of Directors of M.K. Real Estate Development Public Company Limited has recognized the importance of good corporate governance, viewing it as crucial to the efficient conduct of business, the continuous and steady growth of the Company, and the maintenance of its competitiveness, all of which create confidence among shareholders, investors, and other relevant parties, and maximum benefits for the Company in the long run. The Company has therefore implemented a policy enabling it to conduct business efficiently and with good corporate governance and good management, by emphasizing on the maximization of benefits for shareholders and stakeholders, committing itself to moral principles and code of conduct, and disclosing accurate and complete information in transparent and accountable manners. The company has formulated a good corporate governance policy, in compliance with corporate governance principles for listed companies set by the Stock Exchange of Thailand, to make sure the Company has good corporate governance and serve as a guideline for the Board of Directors, executives, and employees. The Board of Directors has made the policy known to Directors, Executive and employees of all levels and make sure they comply with it, with details as follows:
- All shareholders and stakeholders will be treated equally and fairly.
- The Board of Directors are committed to increasing the value of the Company in the long term, managing the Company with caution and vigilance, carrying out their duties and responsibilities with sufficient competency and efficiency with the aim of creating maximum benefits for shareholders, ensuring that no conflict of interest arises, and taking responsibility for their decisions and actions.
- The Company shall conduct business with transparency, fairness, and accountability. The company shall disclose sufficient and credible information, financial and otherwise, in a timely manner, in order that the Company’s shareholders and stakeholders have equal access to significant information. The company also has a department responsible for providing information to investors and the general public.
- The Company shall conduct business with caution, especially in regards to risk management. It shall conduct risk assessments, prepare strategies for remedial action, and follow up on risk management appropriately and on a regular basis.
- The Board of Directors has laid out principles regarding the duties and responsibilities and code of conduct for management and employees. All directors, executive officers, and employees must strictly adhere to these principles. In particular, they must take customers’ needs into consideration, deliver quality products and pleasant after-sales service, and treat customers with honestly and fairness. In addition, in compliance with the Stock Exchange of Thailand’s guidance, the Company has put in place a good corporate governance policy that emphasizes internal control and audit, to ensure that management carries out company policies with efficiency, in order to ensure long-term benefits for shareholders in accordance with legal requirements and code of conduct.
- The Company encourages all directors and members of management to undertake relevant trainings at the Thai Institute of Directors Association (IOD) and other institutes, in order to increase knowledge in various areas relating to the duties and responsibilities of directors and management.
The Company’s good corporate governance policy, in compliance with the guidance set by the Stock Exchange of Thailand, is divided into five following sections:
- Section 1 Shareholders’ rights
- Section 2 Equal treatment of shareholders
- Section 3 Taking the role of stakeholders into consideration
- Section 4 Disclosure and transparency
- Section 5 Board of Directors’ responsibilities
The Board of Directors has put in place a good corporate governance policy that encompasses the following principles:
- Shareholders and stakeholder rights
- The Board of Directors are committed to increasing the value of the Company, managing the Company with caution, and conducting risk assessments on a regular basis, to ensure maximum benefits of the shareholders
- The Board of Directors shall conduct business with transparency and disclose accurate and complete information.
- The Board of Directors shall take the code of conduct into consideration in the conduct of business
The Company recognizes the importance of, and will protect shareholders’ rights, which consist of the following:
Shareholders have equal voting rights as specified in Company Articles of Association, i.e. each shareholder has one vote per share. In other words, each shareholder is entitled to the number of votes equivalent to the number of shares held by them.
Right to be informed of the Company’s operating results
Shareholders have the right to be informed of the Company’s operating results, particularly annual operating results. In this regard, the Company prepares a report on its annual operating results, which includes all the significant information on the operations of the past year.
Right to review and approve the Company’s financial statements
Shareholders have the right to review and approve the Company’s financial statements. In this regard, the Company prepares financial statements that are correct, complete, credible, and include significant information in accordance with generally accepted accounting standards. The Company’s financial statements are audited by an independent, reputable auditor.
Right to receive dividend from the Company’s operating results
Shareholders have the right to review and approve dividend payment from the Company’s operating results. In this regard, the Company prepares all the necessary information and data needed for the calculation of a dividend to be paid, such as dividend policy, comparison of the actual dividend amount against the dividend policy, and comparison of the current year’s dividend against that of the previous year, and ensures the amount of dividend complies with the dividend policy. The amount of dividend being paid to shareholders is carefully calculated, reviewed, and approved by the Board of Directors, before being presented in a shareholders’ meeting for final approval.
In case where the Company is unable to pay a dividend from its operating results, the Company shall explain the reasons and necessity for its inability to make the dividend payment.
Right to consider and appoint individual members of the Board of Directors
Shareholders have the right to consider and appoint individual members of the Board of Directors. The Company prepares the biography of the person being nominated that includes all the information needed for shareholders’ consideration, such as the person’ background, date of appointment, type of director they are being nominated for, selection criteria and methods, shareholding in the Company, the position(s) they are occupying at other companies, whether or not such position is related to the Company’s conduct of business, etc. The Company also prepares the definition of independent directors, in case where they are being appointed, which is included in the meeting invitation letters and the Company’s Annual Report. The person being nominated will have been carefully selected and reviewed by Nomination and Remuneration Committee and approved by the Board of Directors, before being presented to the shareholders for final approval.
Right to review and approve Board of Directors’ remuneration
Shareholders have the right to review and approve Board of Directors’ remuneration. The amount of remuneration being presented to the shareholders will have been carefully reviewed by Nomination and Remuneration Committee and approved by the Board of Directors, before being presented in a shareholders’ meeting for final approval.
Right to appoint auditor and approve audit fee
Shareholders have the right to appoint an auditor and approve an audit fee. The Company prepares all the necessary information for shareholders’ consideration, such as auditor’s name and organization, auditor’s independence, the number of years the person has audited the Company, and the auditor’s remuneration, set separately from the audit fee and other fees (if any). The proposed auditor and their remuneration will have been carefully considered and reviewed by Audit Committee, which will evaluate the auditor’s previous work and compare the proposed audit fee against the audit fee of the previous year, and approved by the Board of Directors, before being presented in a shareholders’ meeting for final approval.
To make sure that the auditor can review and audit the Company’s financial statements with independence, the Company will propose a new auditor in a shareholders’ meeting for consideration and approval at least every five accounting years.
Right to review and approve related party transactions
In order to protect their interest, shareholders have the right to review and approve material related party transactions. The conduct of related party transactions must take the maximum benefits of the Company and its shareholders into consideration, and must be reviewed by Audit Committee, which consists wholly of independent directors.
Other fundamental rights of the shareholders, per relevant rules, regulations, and laws
The Company will prepare all the necessary details regarding capital increase for shareholders’ consideration, such as the objectives and necessity of the capital increase, methods and conditions in the capital increase, effects of the capital increase on the Company and shareholders, etc. The capital increase will have been carefully reviewed and approved by the Board of Directors, before being presented in a shareholders’ meeting for final approval.
An Annual General Meeting of Shareholders is held once a year, no later than four months from the end of the accounting year. In case where urgent matters arise, such as matters that may affect shareholders’ interest, those that relate to conditions or relevant regulations or laws that require shareholders’ approval, the Company may call an extraordinary general meeting. The directors will ensure that shareholders’ meetings are held in compliance with company regulations, relevant laws, Stock Exchange of Thailand’s Board of Governors’ policy governing the conduct of shareholders’ meetings of listed companies, and the Securities and Exchange Commission handbook on shareholders’ meetings, to ensure that all shareholders are treated equally.
In a shareholders’ meeting, the chairman at the meeting grants all shareholders equal opportunities to examine the Company’s operations, raise questions, express their opinions, and make recommendations.
Section 2 Equal treatment of shareholders
- Shareholders Meeting
- The Board of Directors recognizes the rights of shareholders and the importance of treating all shareholders – regardless of whether they are members of management, and including foreign shareholders, and minority shareholders– fairly and equally. It also respects and upholds shareholders’ fundamental rights. Therefore, all shareholders have an equal right in the sale, purchase and transfer of shares, have an equal share in the Company’s profits, have sufficient access to the Company’s information and data, can attend meetings to exercise their voting right on matters such as the appointment or removal of directors, the appointment of an auditor, and other matters that may affect the Company such as dividend payment (if any), issuance or modification of regulations or memorandum of associations, capital increase or decrease, and approval of special transactions, etc.
- All shareholders have an equal right to express their opinions, per company regulations. Each shareholder has one vote per share.
- The Company distributes its information and data to shareholders on a regular basis, through channels such as the Stock Exchange of Thailand and the Company’s Website
- The Company allows shareholders to submit topics for discussion to be included in a meeting agenda and nominate persons to be considered for appointment as directors. The topic submission and personnel nomination can be done no less than one month before the Annual General Meeting of Shareholders is held, per company regulations.
- The Company allows shareholders to submit questions related to the meeting agenda before the meeting takes place, per company regulations, to ensure maximization of shareholders’ benefits and protect their interest.
- The Company sends out invitation letters, along with meeting-related documents which include topics for discussion that are accompanied by directors’ opinions, to shareholders no less than seven days before a meeting is held, unless required otherwise by regulations, notices, or directives issued by the Stock Exchange of Thailand or the Securities and Exchange Commission. It also publishes invitation letters and meeting-related documents, containing the same information and data as that in posted documents, on the Company’s Website before a meeting is held. The purpose of doing so is to allow shareholders ample time to study all the necessary information ahead of the meeting, so they can make informed decisions.
- The Company informs shareholders of how to attend a meeting and any rules and regulations governing the conduct of meetings in the invitation letters. It also informs shareholders of the voting procedures in the meeting. In a shareholders’ meeting, all the procedures are clearly laid out, namely presenting topics, raising questions, casting votes, and adopting a resolution. The Company assists all shareholders equally by allowing shareholders to register for the meeting from at least one hour before the meeting takes place, until the meeting is over.
- The Company does not deprive the right of shareholders to study the information and data that it is required to disclose per various regulations, or the right of shareholders to attend meetings. For example, the Company does not suddenly distribute additional documents with significant information during a shareholders’ meeting, does not add topics for discussion into the meeting agenda or change significant information without first notifying shareholders, or does not prohibit shareholders arriving late from attending the meeting.
- The Company provides opportunities for, and encourages shareholders to exercise their voting right in a shareholders’ meeting. For example, it ensures that the meeting proceeds in the order that has been outlined in the invitation letter. Moreover, for the appointment of directors, shareholders can cast their vote to select directors individually. Shareholders are also allowed ample time to ask questions and express their opinions related to the topic under discussion.
- In case where a shareholder cannot attend a meeting, the Company will send out an authorization letter (Form B), which allows the shareholder to express their opinions regarding the matters for which the votes are needed. The shareholder can download the authorization letter from the Company’s Website, and nominate at least one independent director of the Company as an authorized person to attend the meeting on their behalf.
This measure will allow shareholders who cannot attend a meeting to exercise their voting right by assigning another person or authorizing an independent director (the Company will propose at least one independent director to shareholders for this purpose) to do so on their behalf, therefore giving shareholders options to select an authorized person to act on their behalf.
- Conflict of interest
The Board of Directors and management resolve to carefully prevent conflict of interest from arising, by conducting business with honestly, reasonableness, independence, and in compliance with the code of conduct for the Company’s benefits.
Therefore, in order to achieve transparency and prevent personnel from gaining personal interest, the Company requires its directors, executive officers, and related persons to disclose information that may cause conflict of interest to the Board of Directors, by providing this information to Company Secretary. In addition, directors and executive officers are required to report any company securities held, per Securities and Exchange Commission regulations. Moreover, in meetings of the Board of Directors and Sub-Committees, all stakeholders who have entered into transactions or may have conflict of interest with the Company are required to abstain from expressing their opinions and casting their vote in such transactions/matters.
Furthermore, directors and executive officers are required to report their interest relating to management of the Company or its subsidiary, or that of related persons, to the Company, pursuant to Article 89/14 of the Securities and Exchange Act B.E. 2535 (1992), amended for the fourth time in 2008. In addition, the information in such report will make it easier for the Company to ensure that directors and executive officers honor their fiduciary obligations. Therefore, directors and executives are required to declare their interest in a form prepared by Thai Listed Companies Association. The form must be submitted within 30 days after the Board of Directors have passed a resolution, or after their appointment as director or executive officer. In case where there is a change in information, the director or executive officer must fill in another form and submit it to Company Secretary no later than 15 days after the change has occurred.
In addition, the Company has put it place a policy and procedures for the approval of transactions that may cause conflict of interest or related party transactions, requiring disclosure of names, relationships between related parties, pricing policy, transaction values, as well as Board of Directors opinion on such transactions. This is in strict compliance with the Securities and Exchange Commission and Stock Exchange of Thailand regulations governing related party transactions, and is aimed at protecting all shareholders’ interest equally.
The Company or its subsidiary may have transactions with a director, executive officer, or other related person. However, the transactions must have terms and conditions normally expected of transactions made between ordinary parties, and not be influenced by the fact that one of the parties is a director, executive officer, or related person, pursuant to Article 89/12 of the Securities and Exchange Act B.E. 2551 (2008), (fourth amendment). The Board of Directors may approve such transactions between the Company or its subsidiary and a director, executive officer, or other related person, as it sees appropriate.
As a result, for the benefits and appropriateness of the Company’s business operation, the Board of Directors’ Meeting No. 6/2017 on 1 November 2017 approved that management committee may enter into transactions between the Company or subsidiaries and directors, executives or a related persons if such transaction has the same commercial terms as those an ordinary person would agree with any unrelated counterparty under the similar circumstances, on the basis of commercial negotiation and without any dependent interest resulted from the status of the director, executive or related person. As for connected transactions of other manners, they shall be in compliance with the Securities and Exchange Act (No. 4) B.E. 2551 and the Notification of the Office of the Board of Governors of the Stock Exchange of Thailand. The Company shall propose to the Board of Directors together with the Audit Committee to consider approving the transactions, or propose to the shareholders’ meeting for approval as the case may be.
The Company recognizes the importance of entering into related party transactions. All related party transactions must be conducted with the Company’s and its shareholders’ maximum interest taken into consideration, and in line with general pricing and trade competition conditions. The price and other selling conditions of related party transactions are similar to those of arms-length transactions. All related party transactions must be reviewed by Audit Committee, which consists wholly of independent directors. Audit Committee have presented related party transactions and transactions that present cases of conflict of interest to the Board of Directors for their careful consideration, strictly adhered to the rules set by the Stock Exchange of Thailand in its report, and disclosed all this information on a quarterly basis. They have also disclosed all the significant information in the Annual Report and Annual Information Form (Form 56-1).
- Control of the use of inside information
The Company has put in place a policy regarding the use of inside information, to prevent all personnel, including directors, executive officers, and employees to disclose company information to external parties or for use it for personal benefits, including securities trading while the Company is being listed, by informing directors, executive officers, and employees of and requiring their compliance with the following principles.
- Directors, executive officers, and employees must keep all company data, including sensitive information, strictly confidential. They will not disclose such information to gain personal benefits or for the benefits of other parties, whether directly or indirectly, and regardless of whether they have received something in return from so doing, unless such information is made publicly available.
Directors, executive officers, and employees that have become aware of the Company’s financial data and/or other significant inside information that has an effect on securities value, should refrain from trading company securities before the financial statements or such inside information is made publicly available and from disclosing such information to other persons. The same applies to spouses and children who have not attained the legal age of directors, executive officers, and employees as well. In case where a director, executive officer or employee violates or fails to comply with the Company’s policy regarding the use of inside information in securities trading, that director, executive officer or employee will face disciplinary action that includes a verbal warning, a written warning, suspension from work, and removal from position or dismissal without paying legally required compensation, depending on the severity of the offence committed.
In this regard, the Company urged directors, executive officers, and departments with access to inside to refrain from trading company securities, especially 30 days before the Company announces its operating results (in quarterly and annual financial statements) or makes publicly available significant information or data that can have an effect on the value of company securities. The Company will apply the highest form of penalty if it has found that a director, executive officer, or a department with access to inside has used inside information or acts in ways that can be seen as possibly causing damage to the Company or eroding its reputation.
In addition, the Company requests the cooperation from employees not to trade securities within 30 days before financial statements or other significant information that may affect the price of securities are made publicly available.
- Directors and executive officers will prepare and submit a report regarding securities being held by themselves, their spouses or de facto spouses and their children who have not attained the legal age, to the Securities and Exchange Commission, pursuant to Article 59 of the Securities and Exchange Act B.E. 2535 (1992) (fifth amendments), using the form specified in the regulations governing disclosure of report on securities holding, within the following timeframe:
- Report on securities holding for the first time (Form 59-1): within 30 days after the securities are offered to the public, or the date they were appointed as executive officers
- Report on changes in securities holding (Form 59-2): Every time securities are traded or their ownership is transferred, within three days after the trade or transfer took place
In case where a director or executive officer reports a change in securities holding (Form 59-2) to the Securities and Exchange Commission per 3.2, the director or executive officer must submit a copy of the report to the Company, on the same date the original report was sent to the Securities and Exchange Commission and the Stock Exchange of Thailand. Company’s Secretary will prepare a summary of changes in security holding of that director or executive officer, and present it to a Board of Directors’ meeting on a quarterly basis.
Section 3 Taking the role of stakeholders into consideration
The Company recognizes the rights of stakeholders and resolves to treat all of them equally in regards to the Company’s operations, whether they are employees, executives, clients, trading partners, creditors, the public sector, or other related agencies. These stakeholders are what makes the Company competitive and helps it to succeed in making profits in the long term. The Board of Directors respects the rights of stakeholders, and treats them in accordance with the rights, conditions, relevant laws, and regulations to ensure they are well treated, with details as follows:Shareholders:
The Company is committed to conducting business in order to create maximum benefits and satisfaction among shareholders. It takes into consideration the growth of the Company’s value in the long term, stable operating gains, and disclosure of information in transparent and credible manners.Employees:
The Company recognizes the importance of employees as the driving forces behind the various work plans that lead the Company to achieve its business objectives. Therefore, the Company treats all employees fairly and equally, as follows:
- The Company has put in place a policy and guiding principles regarding employee remuneration and benefits. The Company pays appropriate remuneration to its employees, in line with the remuneration within the same industry. It also provides various benefits for its employees, such as annual physical exam, Five Sor’s activities, sports game, company outing, year-end party, etc. It also emphasizes long-term personnel development by creating learning opportunities and promoting training and development.
In addition, the Company set up a provident fund as another option and an additional benefit for employees. For existing employees, participation in the provident fund is optional. Those who choose not to take part in the provident fund will receive retirement pay when retiring from the Company.
- The Company resolves to protect human dignity, human rights, and freedom, by ensuring that the Company’s operations does not violate human rights, that personal data and information and employees’ privacy are protected, and that all employees are treated equally. It also allows employees to file written complaints with their superiors.
- The Company has put in place a policy and guiding principles regarding safety and health in the workplace. It discloses accidents at work statistics, the rate of taken leave, and the rate of occupational illnesses. It aims to achieve zero accidents in all departments, which is one of the Company’s goals.
- The Company has put in place a policy and guiding principles regarding training and development to increase employees’ skills and competencies. It also discloses the average number of hours employees take part in trainings per year.
The Company recognizes the importance of executive officers, as they play a leading role in formulating strategies and work plans, and overseeing the Company’s operations to ensure it is in line with the direction and business goals set by the Board of Directors. Therefore, the Company pays appropriate and fair remuneration to executive officers, as incentive for the, to manage the Company with determination and dedication, which will allow the Company to achieve its business goals.Business partners:
The Company recognizes the importance of business partners, for their role in supporting and driving the Company’s operations, allowing the Company to grow and achieve its business goals. Therefore, the Company respects its business partners and treats them with fairness, taking into consideration the interest of both parties when conducting business and strictly complying with trading conditions to which both parties have agreed.Customers:
The Company resolves to provide services as agreed with customers, and always put customers first. It will foster good and stable relationships with customers. The Company has put in place a policy and guiding principles regarding the treatment of customers under the topic of “Code of conduct – towards customers.”Trading partners:
The Company recognizes the importance of trading partners for their role in supporting and driving the Company’s operations, and enabling a smooth conduct of business. The Company therefore treats trading partners with fairness and in compliance with the trading conditions to which both parties have agreed.The Company has also put in place a policy and guiding principles regarding the treatment of trading partners and creditors under the topic of “Code of conduct – towards trading partners and creditors.”Competitors:
The Company aims to conduct business by adhering to fair trade practices. It focuses on increasing its competitiveness by increasing potential and service quality. It does not wish to damage competitors’ reputation by means of libel or other dishonest means. The Company has also put in place a policy and guiding principles regarding the treatment of trading partners and creditors under the topic of “Code of conduct – towards competitors.”Environment:
The Company cares about the environment. Some of the initiatives undertaken by the Company include the implementation of energy- and water-saving strategies, and a campaign encouraging people to refraining from smoking at the workplace, etc.Community/society:
The Company supports social projects and activities that aim to increase the quality of life for people in the community. It also promotes and instills a sense of responsibility towards society among employees of all levels.Public agencies and other supervisory organizations:
The Company recognizes the importance of public agencies and other supervisory organizations for their roles, duties, and responsibilities in overseeing the Company’s operations. The Company is committed to cooperating with these agencies and complying with relevant laws, rules, and regulations, to facilitate the work of such agencies. It has also assigned the secretary to review compliance with relevant laws, rules, and regulations, and the internal auditor to review compliance with operating manuals and relevant standards, and report the review results to Audit Committee on an annual basis.
The Company has put in place a policy to protect the rights of all stakeholders and treat them equally, as the support of these stakeholders helps increase the Company’s competitiveness and create profits, thereby contributing to its success in the long term. The Company respects the rights of each group of stakeholders, by complying with the regulations, laws, and rules, as well as contracts and agreements made between one another. It also discloses sufficient information to allow stakeholders to perform their parts efficiently. It does not take action that violates or negatively affects any stakeholders.Protecting stakeholders’ rights and roles
In recognition of stakeholders’ equal rights, the Company has provided channels for whistleblowing reporting, through which stakeholders can report non-compliance of the Code of Conduct, illegal acts, fraudulent acts, or misconduct by employees of the Company or its subsidiaries, or deficiencies in the internal control system. Both employees and other stakeholders may voice their concerns. The Company has also put in place mechanisms for protecting whistleblowers, by establishing a reporting procedure whereby an illegal act or failure to comply with the Code of Conduct can be reported to the Company Secretary by email, at firstname.lastname@example.org. The Company has put in place measures to protect the whistleblower, treat the report received in confidence, limit the number of people that are informed of the report and disclose it to relevant people only, to provide assurance and a sense of security to the whistleblower. The whistleblower may choose to remain anonymous, and if deemed necessary the Company may implement special protection measures when the whistleblower is likely or believed to be in harm’s way. The whistleblower shall be appropriately and fairly compensated by the Company or the person causing them to suffer from harm, in line with relevant operating procedures and laws.Reporting of concerns (whistleblowing)
The Company encourages stakeholders to report or voice their concern about any suspected misconduct, illegal act, violation of the Code of Conduct, financial misreporting, or deficiency in the internal control system to the Board of Directors. They can do so through the channels provided by the Company. The Company will conduct an investigation to discover all relevant facts in with discretion and in confidence, and ensure that the whistleblower and everyone else involved are treated fairly and protected from intimidation of any kind.Channels for raising whistleblowing concerns
A whistleblowing concern can be raised through any of the following channels:
- Mail :
Attn: Chairman of the Audit CommitteeTel :
M.K. Real Estate Development Public Company Limited
719 M.K. Building, Bantadthong Road
Wangmai Subdistrict, Patumwan District, Bangkok 10330
- Mail :
Attn: Company SecretaryTel :
M.K. Real Estate Development Public Company Limited
719 M.K. Building, Bantadthong Road
Wangmai Subdistrict, Patumwan District, Bangkok 10330
02-216-6600 ต่อ 291,485Fax :
An employee who has witnessed a violation or failure to comply with the Code of Conduct may report it to the Board of Directors, the Company Secretary, or their supervisor directly.
Section 4 Disclosure and transparency
The Company realizes that it is important to accurately and completely disclose significant information, both financial and non-financial, that may affect stakeholders and investors’ decision, in manners that are credible, timely, transparent, and in compliance with the Stock Exchange of Thailand and Securities and Exchange Commission regulations. The disclosure of information can be done through various channels, such as the Stock Exchange of Thailand, various print media, Annual Information Report (Form56-1), Annual Report, and the Company’s Website.
The Board of Directors is responsible for the preparation of financial reports and financial data, which are prepared in accordance with generally accepted accounting principles in Thailand and reviewed by an independent auditor. The Board of Directors must choose appropriate accounting policies and adopt them consistently, and exercise caution in preparing the reports. It must ensure that sufficient significant information is disclosed in notes to financial statements. In this regard, the Board of Directors has appointed the Board of Audit Committee to oversee the quality of financial reports and the internal control system, who will express their opinions on such matters in the Audit Committee report which is included in the Annual Report. In addition, the auditor’s report in the Annual Report must be accompanied by a report on the responsibility of the Board of Directors towards the financial reports.
- Investor relations
The Board of Directors recognizes the importance of accurately and completely disclosing information that may affect investors’ decision and stakeholders, which includes financial data and other information such as shareholding structure, risk factors, related party transactions, in manners that are credible, comprehensive, timely, and in compliance with the Stock Exchange of Thailand regulations. A division responsible for investor relations will act as coordinator, providing company information and distributing it to investors, analysts, and the general public through various channels such as the Stock Exchange of Thailand, print media, and the Company’s Website, www.mk.co.th
Section 5 Board of Directors’ responsibilities
- Leadership and vision
Members of the Board of Directors are persons with accepted qualifications. The Board of Directors plays an important role in providing guidance and setting company policies, vision, strategies, goals, and direction. The Board of Directors, together with the management committee, formulates work plans, both short- and long-term, as well as financial policy and the overall organizational structure. It plays a leading role in independently overseeing, reviewing, and evaluating the Company’s operating results and the performance of the management committee to ensure its compliance with company plans. In addition, the Board of Directors ensures that management implements company policies efficiently and effectively, complies with the laws, company objectives and regulations, and shareholders’ resolutions, and carries out their responsibilities with honesty, prudence, and in accordance with good practices, to achieve maximum benefits to the Company and create investors’ confidence. In addition, the Company has in place internal control, internal audit, evaluation, and management systems that operate efficiently, follows up on these issues regularly through the Company’s internal auditor, and always presents them in meetings of the Board of Audit Committee.
The Board of Directors plays a role in setting company vision, mission, strategies, goals, and budget, and oversee operations to ensure efficient operations, in line with business plans. It also expresses independent opinions on various matters, as well as following up on management performance on a quarterly basis.
- Code of conduct
The Company has put in place and strictly implemented regulations on the code of conduct among directors, executive officers, and all employees, who understand the importance of strict compliance with such regulations, as expected of them from the Company and shareholders. The code of conduct encompasses the following principles.
- 2.1 Rule of law
- 2.2 Transparency
- 2.3 Fairness and justice
- 2.4 Focus on customers
- 2.5 Responsibility towards society
- 2.6 Non-involvement in politics
- Management is responsible for the declaration of code of conduct and must ensure that all employees are informed of and understand the code of conduct.
- Management is responsible for compliance with the Company’s code of conduct
- Management pays attention to the necessary procedures for employees’ compliance with the code of conduct.
- Management, including the Board of Directors and directors that are not members of the Board of Directors, conducts the Company’s business.
- Management has an obligation towards owners or shareholders, as they do not own the Company
- Management must act or make any decision with honesty and fairness to all shareholders, including minority shareholders, for the Company’s benefits, as follows:
- - Operate under the scope of authority and for the Company’s benefits
- - Carry out their duties to the best of their ability and with caution, as expected of persons of their calibers
- - Ensure that no company assets sustain damage or become unusable
- - Regularly report operating results that are complete and accurate. Report both positive and negative aspects of the Company, in reasonable and credible manners, and backed up with sufficient facts.
- - Do not disclose confidential information to other parties without appropriate authorization, especially to competitors
- - Compile and explain any necessary data and information to the auditor to facilitate their work
- Management must
- - Disclose information on products to customers completely, accurately, and honestly
- - Sell products at the agreed price, or at the fair price in case where there are no prior agreements
- - Not cause unrealistic expectations or misunderstanding in the products in terms of quality, price, quantity, or conditions
- Management has a responsibility for customers in terms of product quality: by setting and maintaining product standard
- - Set minimum standard that can be accepted for products and ensure that it is met.
- - Make it known that a higher standard that that commonly achieved, leads to higher remuneration
- - Procure channels to receive complaints from customers in regards to product quality, and respond to customer needs promptly
- - Ensure that all products are made in accordance to company standard
- Management manages the Company with the objectives of decreasing costs and protecting the interest of customers
as much as possible, especially by:
- - Being committed to increasing the Company’s efficiency
- - Making sure that employees constantly realize that company resources are limited and use them efficiently
- - Decreasing company costs, insofar as that does not negatively affect operations or product standards
- Management must ensure to protect customers’ information and treat it with strict confidentiality, and will not use such information for their own benefits or those of others.
- Management must ensure good practices when purchasing from trading partners, by:
- - Not requesting, obtaining, or paying bribes to trading partners, or informing trading partners of their employees’ intention to bribe the Company employees
- - Ending transactions with trading partners who have bribed the Company’s employees
- - Making sure that no bribes are made to employees of trading partners
- Management will ensure that any liabilities, including loans, with trading partners are in line with trading conditions, by
- - Strictly complying with obligations towards creditors, in terms of repayment, maintenance of pledged securities, and other conditions, including not using the loans obtained for purposes that violate the loan agreements
- - Managing the Company in manners that do not increase risk for its creditors
- - Reporting the Company’s financial status to creditors based on complete and accurate facts
- - Considering the creditors’ interest, in case where the term of the loan is extended
- - Notifying creditors in advance, in case where the Company is unable to comply with the obligations in the agreements, and work with the creditors to find a solution
- Management must
- - Act in accordance with fair trade practices
- - Not make dishonest or groundless accusations against competitors or their products
- - Not gain access to competitors’ confidential information by illegal or inappropriate means
- Management must
- - Pay appropriate compensation to employees, based on their individual levels of skills, competencies, responsibilities, and performance
- - Emphasize training and development for all employees, so that they can obtain career advancement and job security
- - Outline measures to ensure safety for employees and their belongings, and ensure that there are adequate tools and equipment and that they are properly maintained
- - Promote employees’ participation in setting the Company’s direction and finding solutions to problems faced by the Company
- - Appoint, transfer, promote, reward or punish employees with honesty
- - Strictly comply with labor laws and other relevant regulations
- - Publish the code to conduct and distribute to all employees, and make sure they understand practices and roles expected of them
- - Not act in manners that jeopardize job security of employees without reason
- - Treat employees with respect for human dignity and rights
- In the conduct of business, management will
- - Take into consideration environmental impacts, natural resources, and public benefits
- - Not decrease operating costs without considering society’s overall welfare
- - Take part in ongoing company projects aimed at increasing quality of life
- Carry out their duties with responsibility, honesty, and loyalty, to achieve career advancement, job security, and company growth
- Maintain harmony at the workplace, and work to address any problems efficiently together as a team
- Carry out their duties with care, dedication, and patience, to achieve quality, efficiency, and profits and lead the Company to business excellence
- Use company resources efficiently, and prevent damage and loss
- Keep the information of customers, trading partners, and the Company strictly confidential, and not disclose the Company’s data and production technology
- Cooperate with and assist other colleagues for the Company’s benefits, and respect the rights of other employees
- Always take care to achieve safety at the workplace and favorable working conditions
- Share knowledge and experience with colleagues, with company interest and goals in mind
- Not make unfair or groundless accusations against the Company, management, or fellow employees
- Notify relevant departments or management, in case where an illegal or inappropriate act is committed at the Company
- Respect superiors and employees more senior to them
- Not seek personal benefits, or help others to gain benefits, on the basis of their position
- Not act in manners that damage the Company’s image or reputation
- Regarding Board of Directors
- 1) Nomination and Remuneration Committee will look for persons with appropriate skills, experience, expertise, and qualifications in various areas deemed crucial for the Company’s conduct of business, and present them in a Board of Directors’ meeting for appointment, before presenting them in a shareholders’ meeting for approval.
- 2) The number of directors in the Board is as determined in a shareholders’ meeting, but will not be fewer than five people per company regulations. Of these, one in three, and no fewer than three, must be independent directors. Each director must possess appropriate seniority, qualifications, competency, experience, and expertise, and are qualified under Article 69 of the Public Limited Companies Act, B.E. 2535 (1992), and other relevant laws.
- 3) The Company defines “independent directors” in line with the regulations announced by Capital Market Supervisory Board. Independent directors must have the following qualifications:
- (1) Hold no more than one percent of the total voting shares of the Company, its parent company, subsidiary, associated companies, major shareholders, any person having controlling power over the Company. The number of shares held by any related person of such an in independent director must also be counted.
- (2) Not be and have not been a director participating in management role of the Company, or an employee or an officer of the Company, or an advisor of the Company which receives regular salary from the Company, and not be and have not been a person having controlling power over the Company, subsidiary or associated company, unless such an independent director has not been a person referred to above for at least two years before being appointed as independent director. Such restriction or prohibition shall not apply to an independent director who has been a governmental officer or an advisor of a government authority, which is the major shareholder of the Company or the person having controlling power over the Company.
- (3) Not be a person having relationship either through blood or legal registration as a father, mother, spouse, sibling or child, including as a spouse of a child of any management person, major shareholder, or any person having power to control the Company or the Company’s subsidiary, or of the person being nominated to be a management person of or a person having power to control the Company or the Company’s subsidiary.
- (4) Not have and have not had any business relationship with the Company, subsidiary, associated company, or major shareholder, or with the person having power to control the Company that may have conflict of interest, in the manner in which their independent discretion might be affected, and not be and have not been a substantial shareholder of or a person having power to control the person that has business relationship with the Company, subsidiary, associated company major shareholder or the person having power to control the Company unless such an independent director has not been a person referred to above for no fewer than two years prior to being appointed as independent director.Business relationships referred to in the first paragraph above shall include any ordinary course of business or trade for business engagement purpose, any lease taking or lease out of any property, any transaction relating to asset or service, any financial support or acceptance of financial support by way of either borrowing, lending, guaranteeing or collateral providing or any other manner similar thereto that could result to an obligation required to be performed by the applicant or the party thereto in an amount of three percent or more of the net tangible asset value of the applicant, or twenty million baht or more, whichever is lesser. In light of this, the method for calculating the value of related party transactions pursuant to the Capital Market Supervisory Board’s Notification, Re: Regulations in respect of an Entering into a Connected Transaction shall be applied mutatis mutandis for the purpose of calculation of such amount of debt of the applicant, provided that the amount of the debt incurred during the past one year prior to the date on which such a business relationship with such a business relationships with such person exists.
- (5) Not be and have not been an auditor of the Company, subsidiary, associated company, major shareholder or any of the person having power to control the Company, and not be and have not been a substantial shareholder of, a person having power to control over, or a partner of any auditing firm or office in which the auditor of the Company, or subsidiary, or major shareholder, or the person having power to control the Company, unless such an independent director has not been a person referred to above for at least two years prior to being appointed as independent director.
- (6) Not be and have not been a professional advisor, including legal or financial advisor who obtains fee more than two million baht a year from the Company, subsidiary, associated company or major shareholder, or the person having power to control the Company, and not be and have not been a substantial shareholder of, a person having power to control over, or a partner of any of such professional service provider firm or office, unless such an independent director has not been a person referred to above for at least two years prior to being appointed as independent director.
- (7) Not be a director appointed to serve a representative to protect the interest of a director of the Company, a major shareholder, or a shareholder which is a related person of a major shareholder.
- (8) Not engage in any business the nature of which is the same as that of the Company or the Company’s subsidiary and which, in any material respect, is competitive with the business of the Company or the Company’s subsidiary, or not be a substantial partner in a partnership, a director participating in any management role, an employee or officer, an advisor obtaining regular salary from, or a shareholder holding more than one percent of the voting shares of a company engaging in any business the nature of which is the same as that of the Company or the Company’s subsidiary and which, in any material respect, is competitive with the business of the Company or the Company’s subsidiary.
- (9) Not have any characteristics by which their independent comment or opinion on the Company’s operation may be affected
- (10) After a person having qualifications stated in (1) to (9) above is appointed as an independent director, such appointed independent director may be assigned by the Board of Directors to make decision in respect of business operation of the Company, subsidiary, associated company, major shareholder, or the person having controlling power over the Company, provided that such decision making by such appointed independent director must always be made on a collective decision basis.
- 4) Tenure: A director’s tenure is determined in the Public Limited Companies Act, and there are no term limits.
- 5) Directors are required to reveal any director positions concurrently held at other companies to the Board of Directors. In addition, the management committee must also inform the Board of Directors of any director positions concurrently held at other companies.
As directors can still carry out their duties at the Company, including formulating policies and providing advisories on various issues and problems that may arise in the course of business, at full capacity, without being affected by their holding of director positions at other listed companies, the Company therefore does have prohibitions regarding the number of listed companies in which its directors can hold director positions.
- Board of Directors’ authority and responsibilities
Under the scope of authority of the directors as approved by the Board of Directors and/or in a shareholders’ meeting, The Board of Directors are authorized and required to set company policies and direction and ensure efficient and effective implementation of such policies, with the main focus being on increasing the value of the Company and creating maximum benefits for shareholders. It carries out its duties in accordance with the laws, company objectives and regulations, as well as shareholders’ resolutions and with honesty.
Furthermore, the Board of Directors’ responsibilities include setting the Company’s vision and mission, overseeing management to ensure that it implements strategies that are in line with said vision and mission, and overseeing risk management and internal control. The duties and responsibilities of members of the Board of Directors and management are separated clearly, as are those of Chairman, Chairman of Executive Director and Chief Executive Officer and Managing Director. In addition, the Board of Directors and management must prevent conflict of interest from arising, to ensure efficient conduct of business.
- Board of Directors’ meetings
Director has prepared the schedule for Board of Directors’ general meetings, and notified each director of any upcoming meeting in advance, to allow directors ample time to prepare for and make the necessary arrangements to ensure their availability to attend the meeting. Normally, a Board of Directors’ meeting is held once a month and, at a minimum, on a quarterly basis. Extraordinary meetings are called when necessary. At each meeting, Chairman or a person assigned by Chairman will send an invitation for the meeting at least seven days prior to the meeting. However, in case of urgency, or in case where the Company’s rights or interest are at risk, a meeting may be called and notified to directors by other means and held within fewer than seven days. In this regards, two directors or more may request Chairman to call a Board of Directors’ meeting. In such cases, Chairman must call a meeting within 14 days after the request was submitted.
When a meeting is called, the meeting agenda must be clearly outlined, and must always include a follow up on operating results. Chairman and Chief Executive Officer will collectively set the meeting agenda. Meanwhile, it is possible for two directors or more to ask Chairman to call a Board of Directors’ meeting and submit topics for discussion to include in the meeting agenda. Procedures for the conduct of Board of Directors are as follows:
Pre-meeting: Each director may suggest topics to be included in the meeting agenda, though they must provide the reasons and necessity of the inclusion of such topics. Chairman will review the meeting agenda before preparing invitation letters. These invitation letters, along with meeting-related documents, will be sent out to each director prior to the meeting date, to allow them ample time to study all the necessary information before attending the meeting, making the conduct of meeting more efficient and effective. In case where any director wishes to obtain additional information based on which to make decisions in each of the meeting topics, the Board of Director can coordinate with Company’s Secretary for assistance.
During the meeting: During a Board of Directors’ meeting, Chairman is responsible for conducting the meeting by order of the topics as submitted in the invitation letter, and allocating sufficient time for discussion of each topic. In case where the Board of Directors wishes to obtain additional information, relevant management persons will be called to the meeting to provide explanations to the Board. The minutes of the meeting are taken and kept after being certified by the Board of Directors, for review by the Board and other relevant persons.
Post-meeting: The Company recognizes the importance of preparing reports on Board of Directors’ meetings. In this regard, Company’s Secretary is responsible for taking minutes and preparing reports on Board of Directors’ meetings. All the important details of the meeting are recorded, such as date, time and place where it was held, meeting start and end time, list of names of directors that were both present in and absent from the meeting, important discussions including questions and concerns for each topic discussed, Board of Directors’ resolution for each topic discussed, etc. The reports on Board of Directors’ meetings and other related documents are prepared and compiled by Company’s Secretary in order that the Board of Directors and other relevant persons can review them later.
Per company regulations, at least half of the members of the Board of Directors must be present a meeting, in order to constitute a quorum. In case where the Chairman is not present or unable to carry out their duties, Deputy of Chairman can act as the chairperson at the meeting instead. If Deputy of Chairman is not present or unable to carry out their duties, the directors that are in attendance shall choose one among them to become chairperson at the meeting. The decision in the meeting is made by means of majority vote. In light of this, a director has one vote each. However, a director that has interest in a particular matter being discussed cannot vote in such matter. In the event of a tie vote, the chairperson shall have the casting vote.
Audit Committee meetings
The Company requires that Audit Committee hold a general meeting at least on a quarterly basis and hold additional extraordinary meetings as necessary. The invitation letters and meeting-related documents will be sent out before the meeting is held. In addition, minutes of the meetings are taken so they can be reviewed.
Nomination and Remuneration Committee meetings
The Company requires that Nomination and Remuneration Committee hold a general meeting at least twice a year and hold additional extraordinary meetings as necessary. The invitation letters and meeting-related documents will be sent out before the meeting is held. In addition, minutes of the meetings are taken so they can be reviewed.Risk Management Committee meetings
The Company requires that hold a general meeting at least twice a year and hold additional extraordinary meetings as necessary. The invitation letters and meeting-related documents will be sent out before the meeting is held. In addition, minutes of the meetings are taken so they can be reviewed.
- Performance evaluation of the Board of Directors and management committee
Director collectively evaluate the performance of the Board of Directors and sub-committees on an annual term. Evaluation will help the Board of Directors to review the work performed, problems, and issues that arose within the past year, and evaluate the performance of directors and make recommendations for further improvements.
- Checks and Balances of non-executive directors
The Board of Directors consists of no fewer than five directors who have been appointed in a meeting to manage the Company. No fewer than half of the members of the Board must reside in the Kingdom of Thailand and possess the qualifications required by law. The Company also requires that at least one in three, or no fewer than three members of the Board, serve as Audit Committee, all of whom possess all the qualifications set out in the Stock Exchange of Thailand announcement regarding qualifications and scope of work of Audit Committee, so that checks and balances are achieved in the Company’s conduct of business.
It should be noted that independent directors are defined under a good corporate governance policy, Section 5, Board of Directors’ responsibilities, No. 3, Regarding Board of Directors.
- Segregation of duties
Chairman is not the same person as Chief Executive Officer and Managing Director, in order to segregate the duties of persons in charge of formulating supervisory policies and those in charge of managing the Company. The Company has specified the scope of work of management persons in each level clearly and in writing, in the announcement of the Company’s operating authority which has been approved by the Board of Directors. The Company clearly segregates the duties of approval or authorization, recording of transactions, and custody of assets, to achieve proper checks and balances and accountability.
The Company has clearly segregated the duties and responsibilities of directors and those of management. Directors are responsible for formulating policies and overseeing management implementation of such policies, whereas management manages the Company based on such policies. Therefore, Chairman and Chief Executive Officer and Managing Director are different persons. The two positions are selected by the Board of Directors, based on their qualifications.
- Remuneration of directors and management
Directors’ remuneration is approved by a resolution passed in a shareholders’ meeting. It is determined by Nomination and Remuneration Committee who will review the appropriateness of the amount each year, taking into consideration the levels of pay of other companies within the same industry. The amount is then presented to the Board of Directors and shareholders for approval.
Directors’ remuneration comes in the forms of meeting allowances and annual pay. Management remuneration is paid in the form of salary and bonus, the latter of which is based on the Company’s operating results and individual performance. The Company presents the amounts of remuneration of directors and management committee in the Annual Report, and the Annual Information Form on an annual basis.
The Board of Directors has appointed Sub-committees to oversee the Company’s operations, in order to increase efficiency and achieve investors’ confidence in its careful operations. There are five of them, namely Audit Committee, Executive Committee, Nomination and Remuneration Committee, Risk Management Committee and Management Committee
- Audit Committee consist of at least three independent directors, whose responsibilities are specified in the charter of Audit Committee and as assigned by the Board of Directors.
- Nomination and Remuneration Committee consists of at least three directors, none of whom is Chairman. More than half of the members of Nominating Committee, and no fewer than two persons, must be independent directors. Their responsibilities are specified in the charter of Nominating Committee and as assigned by the Board of Directors.
- Executive Committee consists of at least five directors, the scope of authorities of whom is specified in the directive regarding the appointment of Executive Committee and as assigned by the Board of Directors.
- Risk Management Committee consists of five directors and executive officers. Their responsibilities are specified in the charter of Risk Management Committee and as assigned by the Board of Directors.
- Management Committee consists of five directors and executive officers, the scope of authority of whom is specified in the directive regarding the appointment of Management Committee and as assigned by the Board of Directors.
- Internal control and audit
The Board of Directors recognizes the importance of an internal control system as a tool to help reduce business risks, protect company assets, generate credibility in financial reports and protect shareholders’ investments. It has therefore assigned Audit Committee to establish an efficient internal control system and manage risks to ensure they remain at the appropriate level.
An internal auditor, who independently conducts an audit and reports to Audit Committee, is responsible for auditing the Company’s operations for efficiency and effectiveness. The internal auditor will report the audit results directly to Audit Committee.
In addition, Audit Committee will review the appropriateness and adequacy of the internal control system at least once a year, and present its findings to the Board of Directors to obtain their opinions on the issue. The Board’s opinions will be included in the Annual Report and the Annual Information Form (Form 56-1).
- Anti-corruption policy
The Company is against all forms of corruption. It has put in place a policy and guiding principles against corruption, and is committed to respecting Thailand’s anti-corruption laws. It has informed directors, management, and employees of such policy and required their strict implementation.Anti-corruption policy
- The Company is against all forms of corruption, including all forms of bribery, during the course of business. The Company and its subsidiary will not commit any acts of corruption, including the request, collection, and payment of bribes.
- Management and employees carry out their duties and make decisions on the basis of honesty and fairness to shareholders and other stakeholders, and always take into consideration the Company’s benefits.
- Management and employees are prohibited from requesting, committing, or accepting acts of corruption, whether for their own benefits or those of their family members, friends, and acquaintances.
- Do not take or give cash or other forms of gifts, except during holiday seasons or when appropriate in particular occasions. In such cases, the value of the gifts must be reasonable, and the person obtaining them must consult their superiors in regards to appropriateness of the gifts.
- The Company will not grant funding or use company resources to support any political candidates or parties, or use them in political campaigns or activities.
- Donation to charities and financial sponsoring of any events must be done with transparency, respect to the laws, and moral principles.
- Failure to comply with anti-corruption policy, whether committed by members of the Board of Directors, management, or employees, will result in disciplinary action, depending on the offense committed, in line with the Company’s human resources policy.
- The Company does not seek to demote or punish employees who have rejected acts of corruption, even though such action causes the Company to lose a business opportunity.
- In addition, the Company has put in place an efficient internal control system and proper checks and balances, to prevent management and employees from committing or becoming involved in acts of corruption.
- The Company also assesses the risk of corruption that may occur, in order to develop anti-corruption measures suitable for the level of risk.
- The Board of Directors has assigned Audit Committee to oversee compliance with anti-corruption measures. Audit Committee does this by reviewing relevant internal control measures and reporting on the adequacy and efficiency of anti-corruption measures.
- If the directors, executive or employee does not follow the anti-corruption policy, the Company will appoint a disciplinary punishment case by case under regulations of Human Resource Management.
- The Company has no policy to degrade, punish or cause negative impact to those employees who refuse corruption even such action might bring benefit to the Company.
- The Company will consider collaboration with private companies launching activities against corruption as another way to contribute our help to society.
The Audit Committee is assigned by Board of Directors to investigate the compliance to the anti-corruption policy by reviewing internal control system as well as reporting the validity and efficiency of the anti-corruption policy
- Board of Directors reports
The Board of Directors is responsible for preparing the financial statements of the Company and its subsidiary, and other financial information contained in the Annual Report, which are prepared in accordance with generally accepted accounting principles. It also discloses sufficient information in the notes to financial statements, on which authorized director will sign and affix the company seal to certify correctness.
In this regard, the Board of Directors has assigned Audit Committee to oversee the procedures in preparing and disclosing information in the financial reports, the internal control system, and the internal audit; consider the adequacy and appropriateness of the internal control system; and prepare financial statements that are based on facts, complete, sufficient, and credible. The Company’s secretary maintains all the Board of Directors’ meeting reports.
- Training and development for the Board of Directors and management
The Company has put in place a policy to promote awareness in good corporate governance, by encouraging all to participate in various trainings with the Thai Institute of Directors’ Association (IOD). Some of the relevant courses include Director Accreditation Program (DAP). Taking part in trainings conducted at other institutes is also encouraged. The aim is to increase the Board of Directors’ understanding in their roles, duties, responsibilities, and good corporate governance, and use newly acquired knowledge to improve the Company’s conduct of business.
In addition, the Company encourages management to participate in trainings on subjects related to their work, to increase their skills and knowledge. It has also required management to conduct trainings regarding the nature of the Company’s business to newly appointed directors, and answered questions and concerns raised about the Company’s operations, so that newly appointed directors will understand the nature of the Company’s business and apply their knowledge and competency to further the interest of the Company and shareholders.
- Directors Orientation
The Company organizes orientation programs for newly appointed directors, so that they will be informed of the Company’s business policies and other relevant information, such as capital structure, shareholders, operating results, and other laws and regulations. They will also be handed a directors’ manual, which contains all the necessary information for their director position. The directors’ manual consists, at a minimum, of the following:
- Public Limited Companies Act B.E. 2535 (1992)
- Securities and Exchange Act B.E. 2535 (1992)
- Affidavit of the Company
- Company objectives
- Company regulations
- Good corporate governance handbook
- SEC manual on directors of listed companies
Information for directors:
- Guidelines on the provision of information for management of listed companies
- Related party transactions of listed companies
- Principles of good corporate governance for listed companies, issued in 2012
- Company profile
- Annual Report of the previous year
- The Company Secretary
The Board of Directors recognizes the importance of the roles of duties of the Company’s secretary, and therefore assigns a suitable permanent employee to assume this position. Company’s secretary helps to facilitate the Company’s operations and ensures that the Company is run efficiently and in line with good corporate governance principles. The main duties and responsibilities of the Company’s secretary are:
- Provide legal and other regulatory advisories to the Board of Directors
- Assist in all activities of the Board of Directors
- Coordinate with other people to ensure the Board of Directors’ resolutions are efficiently implemented
- Prepare and maintain the following documents
- -List of directors
- -Invitation letters to attend Board of Directors’ meetings, and reports on such meetings
- -Invitation letters to attend shareholders’ meetings, and reports on such meetings
- Maintain reports on interest, disclosed by directors or management
- Carry out other duties as requested by the Board of Directors
- Succession plans
The Board of Directors recognizes the importance of maintaining continuity in the Company’s operations, and therefore requires that Chief Executive Officer regularly disclose their plans regarding their successors and those of members of the management committee, under the guidance of Nomination and Remuneration Committee. Such plans must include the assignment of responsibilities to designated persons, in case where Chief Executive Officer or members of the management committee are unable to carry out their duties.
Company-wide risk management policy
- Management and employees in each department and division must understand the Company’s risk management policy. They are also required to play a role or take part in improving risk management practices and learn and understand their duties and responsibility regarding risk management.
- Make sure that risk management is effectively implemented in all procedures in business operations, in line with good corporate governance principles, to reduce uncertainty and increase the chance of successfully meeting the Company’s business objectives.
- Implement and support successful, company-wide risk management, by using existing resources efficiently to evaluate and determine appropriate risk prevention and management measures.
- Support the integration of risk management practices into the Company’s organizational culture, by making everyone aware of the importance of risk management in business operations.
Company-wide risk management structure
The company-wide risk management structure consists of directors, management, and all departments within the organization. Risk Management Committee for the entire organization, appointed by the Board of Directors, is in charge of ensuring effective and efficient risk management in the entire organization, making relevant persons understand the risks that may have a material negative effect on the Company, and creating confidence that appropriate measures will be taken to address such risks. There is also a central body to coordinate with and assist management and various departments in efficiently and continuously implementing risk management.
Therefore, management and all employees are required to familiarize themselves with and understand the risk management policy in detail, including procedures they will be required to follow in order to manage or reduce the risks that may occur during business operations. The risks can be analyzed and devided into the following two categories.
- Strategic risk: A strategy is needed for the Company’s business operations, such as regarding the purchase of land for project implementation, characteristics of products, and target groups.
- Operational risk: Risk that may occur in the course of business operations, or to employees at the operational level in various departments, such as construction methods, raw material price fluctuations
A risk analysis must be carried out by means of mind map: i.e. management and employees in relevant departments attend a meeting to brainstorm for ideas, where employees from each department bring up for discussion the risks that have actually occurred while carrying out their work.
After each department has presented the risks to the meeting, all risks must be carefully analyzed and assessed in terms of probability of occurrence and impact. This is because for some risks, the probability of occurrence is low, but an occurrence can cause a severe impact. In addition, the scope of each risk must be determined as to the level at which the risk will be deemed unacceptable, and how best to manage and control each risk.