CG Policy

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The Company’s corporate governance covers the following principles:

The Company recognizes the importance of shareholders’ rights as the investors and the owner of the Company. All shareholders are encourage to exercise their fundamental rights, e.g. trading or transferring of shares, sharing of profits, receiving adequate information, whether via the Company’s website, the Stock Exchange of Thailand’s website or through other channels, attending shareholders’ meetings to acknowledge the Company’s annual performance and casting votes at the shareholders’ meetings to approve significant matters as specified by laws, such as the appointment or removal directors, the determination of directors’ remuneration, the appointment of auditor and the determination of audit fee, the dividend payment or suspension of dividend payment, and the capital increase and the issuance of new securities, including making enquiries or comments on matters that the Board of Directors presents to or requests for approval at the shareholders’ meetings.

Apart from the abovementioned rights of shareholders, the Company has made additional efforts to encourage and facilitate shareholders to exercise their rights as follows:

  1. All shareholders have the same basis and rights in the casting of votes at meetings and the receipt of dividends when declared by the Company. These are calculated based on their respective shareholding in the Company.
  2. The Company has a policy to facilitate and encourage all classes of shareholders including institutional investors to attend every shareholders' meeting by selecting meeting venues that are convenient for attendance, distributing a package containing the notice and meeting documents in English to foreign shareholders, setting up a separate registration desk for institutional investors, and distributing proxy forms which include clear supporting documents, together with the notice in order to facilitate shareholders who are unable to attend a meeting in person.
  3. The Company has invited the shareholders to propose 2018 Annual General Meeting (AGM) agenda items in advance of the AGM by disclosing criteria and procedures through the channels of the SET and the Company's website (www.thaiwah.com)
  4. The Company has assigned Thailand Securities Depository Company Limited, which is the Company’s share registrar, to distribute a package containing the notice and agenda of the meeting to the shareholders at least 10 days prior to the meeting. The meeting documents include the facts and rationales and opinions of the Board as well as other information relating to the agenda items such as information on the persons nominated for election as directors, auditors’ profiles, the part of the Company’s Articles of Association that relates to the shareholders' meeting, map to the venue of the shareholders’ meeting, proxy forms, documents and evidence of entitlement to attend the meeting, etc. This is to enable shareholders to prepare themselves for the meeting. In addition, the notice of the shareholders’ meeting will be advertised in the press, all information contained in the meeting documents both in Thai and English will also be posted on the Company’s website (www.thaiwah.com) at least 1 month prior to the meeting. Moreover, shareholders are always invited to register at least 1 hour before the meeting begins.
    In addition, a barcode system has been utilized for registration, vote counting, and result presentation at the shareholders’ meeting for its convenience, speed, and accuracy.
  5. The Chairman conducts each meeting according to the sequence of the agenda and does not add any agenda items without prior notice to shareholders unless shareholders holding not less than one-third of the total number of paid-up shares may request the meeting to consider matters other than those specified in the notice.
  6. Before the start of every shareholder’s meeting, the Company Secretary explains the voting methodology to shareholders (voting criteria, procedures on using the voting slip, and the voting right). A team of legal counsels from a law firm is invited to verify the registration procedure before the Chairman of the meeting announces to the shareholders, the number of shareholders and proxy holders present at the meeting and the number of shares held by them. The legal counsels also verify the vote counting procedure in respect of each agenda item before the votes are announced as resolution of the shareholders’ meeting. Shareholders may verify the detailed results of the vote of each agenda item at the end of each meeting. The Company disseminates the results of the vote of each agenda item at the shareholders’ meeting on the Company’s website (www.thaiwah.com) within the next business days after the meeting was held. Apart from this, the same results and a summary of questions from shareholders and answers have also been included in the minutes of the meeting which are accurately and completely documented in all material aspects.
  7. The Company’s policy in conducting shareholders’ meetings is not only to meet all legal requirements but to also provide a platform and opportunity for shareholders to communicate their views and ask the directors and the management questions regarding matters affecting the Company. The Chairman allocates appropriate time for discussion and encourages the shareholders to express their opinions and ask questions related to the Company’s operation. In addition, to facilitate shareholders in protecting their rights, shareholders who have any questions that require the Company’s clarification during the meeting may send their questions to the Company in advance at Investor Relations Department (ir@thaiwah.com) or fax them to 66 2 285 0268.
  8. Apart from the external auditor who attends the Annual General Meeting, the Chairman of the Board, the Chairman of the Audit and Risk Committee and the Chairman of the Nomination and Remuneration Committee, and all of the Company’s directors also endeavour as far as reasonably practicable to be present at the shareholders’ meeting in order to assist the Board in addressing queries raised by the shareholders. The Company also invites its legal counsels from a law firm to attend the meeting in case a legal question requiring clarification arises during the meeting. Furthermore, the Company provides a professional translator to be present at the meeting to assist shareholders and the Board to communicate more effectively in English and Thai.
  9. News and information relating to the Company is disseminated through the Company’s website (www.thaiwah.com), which includes information such as the resolutions of the Company’s Board of Directors on important matters, resolutions of the shareholders’ meetings, financial information, information which may affect the Company's share price, Annual Report, etc.

The Company recognizes its duty to ensure equal treatment of shareholders by complying with all relevant laws and regulations as following details:

  1. With regard to voting at the shareholders' meeting, the shareholders shall have votes equal to the number of ordinary shares held by each of them, which means one ordinary share is entitled to one vote. The Company has only ordinary shares.
  2. For shareholders who are unable to attend a meeting in person, the Company provides opportunity for such shareholders to appoint another person as proxy to attend the meeting on their behalf by using proxy form B sent by the Company. Proxy form B is one of the forms prescribed by the Ministry of Commerce which allow shareholders to make voting directions. Moreover, the Company provides opportunity for shareholders to appoint the Company’s independent director as proxy to undertake proxy voting on behalf of shareholders who are unable to attend the meeting. The name of the independent director is provided in the proxy forms, together with the profile of that independent director who have been given proxy to vote on behalf of shareholders that are unable to attend the meeting, all of which are attached as part of the meeting documents.
  3. As a policy, the directors and management of the Company have to file report of their holding of the Company’s securities to the SEC upon their appointment and to report any change in their holding of the Company’s securities to the SEC within 3 business days, if they have purchased, sold, transferred or obtained any Company’s securities, in accordance with the Securities and Exchange Act. The securities holding report is also included in the agenda items of the Board meeting for the Board's acknowledgment once every 3 months.
  4. The Company has formulated a Code of Business Conduct to provide guidelines for the Board, senior management and employees of all levels to comply with. The Statement includes the prohibition on the improper use of insider information for personal benefit or to benefit others. Additionally, the Board approved the policy on dealing in securities of the Company which prohibits the dealing in the Company's shares while in possession of unpublished confidential and price-sensitive information during the “embargo period”.
  5. The Company provides the opportunity for such shareholders who hold shares of the Company representing at least 5 percent of the total voting rights of the Company to propose AGM agenda items 30 days in advance prior to the end of the Company’s accounting period which will be reviewed by the Audit and Risk Committee and then presented to the Board of Directors for consideration. If the nomination constitutes an agenda, the Company will declare it in the notification letter as a shareholder-proposed agenda. In the event that the Board of directors disapproves including the nomination in the agenda, the Company will declare its rational at the Annual General Meeting.
    The Company provides channels for minor shareholders to give suggestions, express opinions or file complaints by submitting the actual evidence or signed statement to the company secretary via postal mail to the Company’s address or via phone at +66 2285 0040 ext. 1501.
  6. Supervision on the use of inside information
    Adhering to high standards of best corporate governance practice, the Company has a Statement of Business Conduct to guide its Board of Directors, senior management and all rank and file employees in the use of inside information for the purpose of preserving the interest of all stakeholders of the Company. Apart from this, in order to prevent the misuse of confidential and price-sensitive corporate information, the Board of Directors of the Company approved the policy on dealing in securities of the Company which prohibits any directors, management and employees, regardless of rank, from disclosing such confidential and price-sensitive corporate information for personal gain or for any other reason not in the Company’s interest or dealing in the Company's shares while in possession of unpublished confidential and price-sensitive information during the “embargo period” which is defined as two weeks before and up to the date of announcement of results for each of the first three quarters of the Company’s financial year, and one month before and up to the date of announcement of the full-year financial results. The policy and reminder of the embargo period have been communicated to directors, management and employees on an annually and quarterly basis to strictly comply with this policy. Confidential and price-sensitive information is also restricted to only directors, management and those officers who have a direct responsibility over such matters. Any violation of this policy shall be subject to disciplinary actions under the working regulation. Additionally, the Company monitors the trading of the Company’s shares by its directors, and senior management who are required to report to the Board of Directors on a quarterly basis on the holding of the Company’s shares and in accordance with the rules of the Securities and Exchange Commission.
    In addition, the Board of Directors shall monitor all required actions in accordance with related measures. Any changes in the shareholding of a directors or executives shall be reported in the Board of Directors’ meeting and disclosed in the annual report.
  7. Preventing conflicts of interest
    The Board has established policies and measures regarding conflicts of interest as follows:
    • Shareholding structures of the Company and its subsidiaries shall be disclosed in the Annual report for transparency.
    • Directors and executives shall file a report stating their own and their related persons’ interest in the management of the Company or subsidiaries to the Company Secretary. The Company Secretary shall deliver a copy of such report to the Chairman and the Chairman of the Audit and Risk Committee within 7 days upon receipt of the report.
    • In case any directors or executives has a vested interest in any agenda items under consideration, such a person shall not attend the meeting or shall abstain from voting on such an agenda item. This is to ensure that the Board and executives make decisions in a fair manner for the utmost benefit of shareholders.
    • The Company has established the use of inside information policy as shown in the business code of conduct, whereby if an executive or employee disclose the internal information to the public or use it for their own benefit, disciplinary actions would be taken.

The Company pays close attention to the importance of the roles and rights of all groups of stakeholders by ensuring that they are treated properly, equitably and fairly. The Company believes that maintaining good relationships with all group of stakeholders is significant. The Company has established various guidelines for each stakeholders, details as shown in the Code of business conduct.

The Company recognizes the importance of disclosing accurate information which is complete and in a timely manner, in both Thai and English languages that compliance with the relevant laws and regulations as well as the good corporate governance through the SET Portal channel and the Company’s website.

The Company established the Investor Relations Department responsible for communicating crucial information to the investors, retail/individual investors, shareholders and domestic and international analysts.

Investor Relations Department : Telephone +66 2285 0040 Ext. 1109
E-mail: ir@thaiwah.com or via the Company’s website or postal mail

1. Composition of the Board of directors and the sub-committees

The Board of Directors consist of members in the number that is suitable for the size and business strategy of the Company, but shall be no less than 5 members. At least one-third (1/3) of the members shall be independent directors and in any case the independent directors shall not be less than 3 members. The Board of Directors has appointed subcommittees to supervise and monitor the business operations in accordance with the principles of good corporate governance, i.e., the Audit and Risk Committee, the Nomination and Remuneration Committee, the Corporate Governance Committee and Executive Committee. The Audit and Risk Committee shall entirely consist of independent directors and shall not be less than 3 members whereas at least one member shall be knowledgeable and experienced in reviewing the accountability of the financial statements. The Nomination and Remuneration Committee shall consist of at least 3 members but shall not exceed 5 members where the majority of the members shall be independent directors. The Corporate Governance Committee shall consist of at least 3 members but shall not exceed 5 members. The Executive Committee shall consist of not less than 3 members where the members of the Executive Committee may not hold the position of directorship in the Company.

The Company’s policy to fix the term of office of directors is under Article 18 of the Company’s Articles of Association which stipulated that at each annual general meeting, one-third (1/3) of the total number of the directors shall retire from office. If the number of directors is not a multiple of three, then the number of directors nearest to one-third (1/3) shall retire from office.

Retiring directors in the first and second years following the registration of the Company shall be selected by drawing lots. In subsequent years, the director who has held office the longest shall retire.

Retiring directors are eligible for re-election.

The term of office of a director of the Board shall be 3 years. A director of the Board who vacates his/her office by rotation may be re-appointed by the annual general meeting.

Definition of "Independent Director"

The definition of the Company’s independent directors, approved by the Board, is the persons who have all the necessary qualifications and independence in accordance with the criteria set by the Capital Market Supervisory Board as follows:

  • holding shares not exceeding one per cent of the total number of voting rights of the company, its parent company, subsidiary, associated company, major shareholder or controlling person, including the shares held by related persons of such independent director;
  • neither being nor having been an executive director, employee, staff, or advisor who receives salary, or a controlling person of the company, its parent company, subsidiary, associated company, same-level subsidiary, major shareholder or controlling person, unless the foregoing status has ended not less than two years prior to the date of appointment. Such prohibited characteristic shall not include the case where the independent director used to be a government official or advisor of a government unit which is a major shareholder or controlling person of the company;
  • not being a person related by blood or registration under laws, such as father, mother, spouse, sibling, and child, including spouse of the children of other directors, executives, major shareholders, controlling persons, or persons to be nominated as executive or controlling person of the company or its subsidiary;
  • not having a business relationship with the company, its parent company, subsidiary, associated company, major shareholder or controlling person, in the manner which may interfere with his independent judgment, and neither being nor having been a significant shareholder or controlling person of any person having business relationship with the company, its parent company, subsidiary, associated company, major shareholder or controlling person, unless the foregoing relationship has ended not less than two years prior to the date of appointment.
    The term ‘business relationship’ aforementioned under paragraph one includes any normal business transaction, rental or lease of immovable property, transaction relating to assets or services or grant or receipt of financial assistance through receiving or extending loans, guarantee, providing assets as collateral, including any other similar actions, which result in the company or his counterparty being subject to indebtedness payable to the other party in the amount of three percent or more of the net tangible assets of the company or twenty million baht or more, whichever is lower. The amount of such indebtedness shall be calculated according to the calculation method for value of connected transactions under the Notification of the Capital Market Supervisory Board governing rules on connected transactions mutatis mutandis. The combination of such indebtedness shall include indebtedness taking place during the course of one year prior to the date on which the business relationship with the person commences;
  • netither being nor having been an auditor of the company, its parent company, subsidiary, associated company, major shareholder or controlling person, and not being a significant shareholder, controlling person, or partner of an audit firm which employs auditors of the company, its parent company, subsidiary, associated company, major shareholder or controlling person, unless the foregoing relationship has ended not less than two years from the date of appointment;
  • neither being nor having been any professional advisor including legal advisor or financial advisor who receives an annual service fee exceeding two million baht from the company, its parent company, subsidiary, associated company, major shareholder or controlling person, and neither being nor having been a significant shareholder, controlling person or partner of the professional advisor unless the foregoing relationship has ended not less than two years from the date of appointment;
  • not being a director who has been appointed as a representative of the company’s director, major shareholder or shareholders who are related to the company’s major shareholder;
  • not operate any business which has the same nature as and is in significant competition with the business of the company or subsidiary, or not being a principal partner in any partnership, or not being an executive director, employee, staff, or advisor who receives salary; or not holding shares exceeding one per cent of the total number of voting rights of any other company operating business which has the same nature as and is in significant competition with the business of the company or subsidiary;
  • not having any characteristics which make him incapable of expressing independent opinions with regard to the company’s business affairs.

After having been appointed as independent director with qualifications complying with the criteria under (a) to (i) of the first paragraph, the independent director may be assigned by the board of directors to take part in the business decision of the company, its parent company, subsidiary, associated company, same-level subsidiary, major shareholder or controlling person, providing that such decision shall be in the form of collective decision.

2. Role, Duty and Responsibility

Duties of the Board of Directors

  1. Overseeing the Company in managing the business for the benefits of shareholders by observing the following four practices:
    • Performing its duties with responsibility and all due circumspection and caution (Duty of Care).
    • Performing its duties with faithfulness and honesty (Duty of Loyalty).
    • Performing its duties in compliance with laws, objectives, Articles of Association, the resolutions of the Board of Directors and the resolutions of Shareholders’ Meetings (Duty of Obedience).
    • Disclosing information to shareholders accurately, completely, and transparently with verification and timeliness (Duty of Disclosure).
  2. Defining objectives that promote sustainable value creation and governance outcomes as a framework for the operations of the Company.
  3. Determining and reviewing the board structure, in terms of size, composition, and the proper proportion of independent directors so as to ensure its leadership role in achieving the Company’s objectives.
  4. Ensuring that the policy and procedures for the nomination and selection of directors are clear and transparent resulting in the desired composition of the board.
  5. Ensuring that all directors are properly accountable for their duties and responsibilities, and allocate sufficient time to discharge their duties and responsibilities effectively.
  6. Ensuring that directors understand the roles and responsibilities, the nature of the business, the Company’s operations, relevant law and are consistently given support to enhance their skills and knowledge necessary to carry out their roles on the board and board committees.
  7. Ensuring that an appropriate compensation structure and performance evaluation are in place.
  8. Ensuring that the Company has effective human resources management and development programs to ensure that the Company has adequate staffing and appropriately knowledgeable, skilled, and experienced employees and staff.
  9. Prioritizing and promoting innovation that creates value for business together with benefits for its customers, other stakeholders, society, and the environment, in support of sustainable growth of the Company.
  10. Encouraging management to adopt responsible operations towards society and the environment and incorporate them into the Company’s operational plan in order to ensure that every department and function in the Company adopts the Company’s objectives, goals, and strategies, applying high ethical, environmental and social standards.
  11. Establishing a framework for governance of enterprise IT that is aligned with the Company’s business needs and priorities, stimulates business opportunities and performance, strengthens risk management, and supports the Company’s objectives.
  12. Ensuring that the Company has effective and appropriate risk management and internal control systems that are aligned with the Company’s objectives, goals and strategies and comply with applicable laws and standards.
  13. Monitoring and managing conflicts of interest that might occur between the Company, management, directors, and shareholders. The board should also prevent the inappropriate use of corporate assets, information, and opportunities, including preventing inappropriate transactions with related parties.
  14. Establishing a clear anti-corruption policy and practices and disseminating to the Company’s stakeholders for proper implementations.
  15. Establishing a mechanism for handling complaints and whistleblowing.
  16. Prioritizing and ensuring the integrity of the Company’s financial reporting system and that timely and accurate disclosure of all material information regarding the Company is made consistent with applicable requirements.
  17. Monitoring the financial liquidity and solvency of the Company and ensuring that risks to the financial position of the Company or financial difficulties are promptly identified, managed and mitigated, and that the Company’s governance framework provides for the consideration of stakeholder rights.

Role of Chairman of the Board

The Chairman of the Board is responsible for leading the Board with the following duties and responsibilities:

  1. Summoning meeting for Board and presiding over the meeting. In making decision, the Chairman has a deciding or casting vote in the event of tied votes.
  2. Setting Board meeting agenda in consultation with the Chief Executive Officer and Chairman of the Audit and Risk Committee and ensuring that Board members receive accurate, complete, timely and clear information prior to the meeting in order to assist their decision making process.
  3. Conducting the Board meeting according to the agenda, relevant laws and good corporate governance, allocating sufficient time and encouraging all directors to participate in the discussion, exercise their discretion prudently and express their opinions freely.
  4. Overseeing and ensuring that the Board of Directors and the Sub-Committees effectively carry out their duties to achieve the Company’s objectives.
  5. Promoting constructive relations between executive and non-executive directors, and between the Board and the management.
  6. Ensure that all directors contribute to the company’s ethical culture and good corporate governance.

Duties and Responsibilities of the Chief Executive Officer

The Chief Executive Officer has the following roles and responsibilities:

  1. To be in charge of the daily business operations of the Company, supervise and manage the works and operations of the Company for complying with the policy, vision, mission, values, strategy and goals, both in terms of financial and non-financial, as well as to drive the business plan to be able to achieve financial budget as approved by the Board of Directors;
  2. To employ, appoint, transfer, dismiss, and terminate employees in all levels, except the appointment, transfer and dismissal of the Head of Internal Audit, which shall also be approved by the Audit and Risk Committee;
  3. To determine the salary and remuneration, adjust the salary, bonus, reward and welfare of all employees of the Company, including the senior executives in correspondence with the remuneration mechanism and welfare as approved by the Nomination and Remuneration Committee;
  4. To issue internal order, policies, announcement and memo of the Company to ensure that the operations of the Company are in compliance with the policy and the interest of the Company, including to maintain the organizational disciplinary;
  5. To perform other tasks as assigned by the Board of Directors and to perform any other acts as stipulated by laws and regulations of the authorities;

Separation of Power, Duties and Responsibilities of the Board of Directors and the Management

The Company has a management structure that clearly defines the separation of power, duties and responsibilities of the Board of Directors and the Management. The Board of Directors, as the policy supervisor, has the duties to define the Company’s vision, mission, values, strategy and long-term goals, including overseeing monitoring, and evaluating the performance of the Management. Management, as the executives, has the duties to perform day-to-day operations to be efficient, effective and in compliance with the defined policies, vision, mission, values, strategy and long-term goals and report its performance to the Board of Directors on a regular basis.

The delegations of authorities by the Board to the Chief Executive Officer is clear. Annual budgeted capital expenses require approval by the Board. Unbudgeted capital expense require approval as authorized by the Board as follows:

  • Unbudgeted capital expenses ranging from Baht 2.0 million to Baht 10.0 million to be jointly approved by the Chief Executive Officer and any one of the directors.
  • Capital expenses in excess of Baht 10.0 million to Baht 50.0 million to be jointly approved by the Chief Executive Officer and any one of the directors and also requires ratification by the Board of Directors.

Meetings of the Board of Directors and the subcommittees

The Board of Directors’ meeting will be held at least 4 meetings in each fiscal year pursuant to the annual meeting schedule set in advance. The Company promotes and encourages each director to attend the Board of Directors’ meeting at least 75 percent of the total number of meetings in each fiscal year, except in case of necessity and emergency. The Company will provide the meeting materials to the directors in advance at least 5 days prior to the meeting to allow the directors to have sufficient time to study the information beforehand. As for the subcommittees, the Audit and Risk Committee will held a meeting on a quarterly basis and may call additional meetings as necessary and deemed appropriate. The Nomination and Remuneration Committee and the Corporate Governance Committee will hold at least once per each fiscal year and may call additional meetings as necessary and deemed appropriate. The Executive Committee will hold its meetings regularly as it deemed appropriate. In addition, the non-executive directors will hold a meeting at least once a year, without the attendance or participation from the executive directors or management in order to discuss various issues independently.

The Company encourages that at the time of Board’s decision, the quorum of the meeting should not be lesser than two-thirds of total number of directors.

Development of Directors and Management

The Company's directors, management and employees are constantly encouraged to develop their skills by attending various seminars and training courses organized by various organizations, e.g. the Thai Institute of Directors, the SET and the SEC, etc. Seminars and training courses are periodically forwarded to them. Furthermore, relevant information is regularly provided to the directors so that they are kept abreast of latest developments thus enabling them to make informed decisions.

Orientation

The Company recognizes the importance of supporting new directors in performing their duties. The Company has provides information on the business of the Company and other information related to the operations of the Company to new directors, i.e. annual report and the relevant rules and regulation. Such materials are useful for them in performing their duties as directors of the Company.

Assessment of the Performance of the Board of Directors

The Board of Directors conducts an assessment of its annual performance through group evaluation. The purpose is to review the performance outcome, problems, and obstacles in the business operation in the past year so as to improve the work efficiency.

The assessment criteria covers 3 assessment subjects, i.e., 1) Board structure and qualifications, 2) The Board of Directors’ Meetings, 3) Roles, Duties and Responsibilities of the Board of Directors and 4) Others.

After each director has completed the Self-Assessment Form of the Board of Directors (Group Evaluation), the Company Secretary Office would calculate the scores and provide a summary of these scores to the Board of Directors’ meeting in order for them to jointly consider, find a solution to improve the unsatisfactory scores and use it as a guideline for their performance in the following year, including considering and reviewing the comments and suggestions raised by each director.

Assessment of the Performance of the Subcommittees

The Board of Directors assigns all subcommittees, namely the Audit and Risk Committee, the Nomination and Remuneration Committee, the Corporate Governance Committee, and the Executive Committee to assess their performance and report the assessment result to the Board of Directors on an annual basis. The assessment criteria covers 1. Board structure and qualifications 2. The meeting of the sub-committees and 3. Roles and responsibilities of the sub-committees.

After each member of the sub-committee has completed the Self-Assessment Form, the Company Secretary Office would calculate the scores and provide a summary of these scores to each sub-committee’s meeting in order for them to jointly consider, find a solution to improve the unsatisfactory scores and use it as a guideline for their performance in the following year, including considering and reviewing the comments and suggestions raised by each member. Thereafter, the result of the assessment would be proposed for consideration at the Board of Directors’ meeting.

External Directorship Policy

The Board of Directors has set a policy to limit the number of listed companies in which each director may hold a directorship. This policy aims to protect the Company’s best interests because it helps to ensure that directors have sufficient time to handle their duties efficiently. The Board of Directors has agreed to set the policy prescribing that each director should hold directorship of a maximum of 5 other listed companies.

In addition, the Company has a guideline in case the Chief Executive Officer is appointed as director in another company, the matter has to be proposed to the Nomination and Remuneration Committee’s meeting for approval. While for the executive level up, it must be approved by the Managing Director or Chief Executive Officer.

Nomination of Board members

The Nomination and Remuneration Committee will be responsible for the nomination of new directors. The Nomination and Remuneration Committee will search for potential candidates and propose the same to the Board of Directors’ or the shareholders’ meeting (as the case may be) for consideration and appointment. The following matters will be taken into consideration as part of the selection criteria: the structure of the Board of Directors, which shall consist of members in the number that is suitable for the size and business strategy of the Company, the diversity in the structure of the Board of Directors (Board Diversity), including but not limited to, race, religion, national origin and gender, the appropriateness of the qualifications and skills of the director(s) that are necessary but lacking in the Board of Directors. The Board Skill Matrix will be used to identify the required qualifications.

Nomination Procedures

The Nomination and Remuneration Committee will select candidates for the position of director(s) of the Company from the recommendation of other directors, the nomination by the shareholders of the Company, the service of external professional search firms, or the directors’ pools of various agencies, or other nomination procedures as the Nomination and Remuneration Committee considers appropriate.

Consecutive terms of office of an independent director

Consecutive terms of an independent director may serve no more than 3 consecutive terms, and the end of each term on the date of the Annual General Meeting of Shareholders in which they are due to retire by rotation. The Board of Directors may nominate their names to be re-elected at the Annual General Meeting of Shareholders as deemed fit, in which case they will no longer be considered independent.

Nomination and the nominating procedures for the top executives

Management shall co-operate and consult with the Board of Directors / Nomination and Remuneration Committee in selecting a candidate for the position of top executives (Managing Directors / Chief Financial Officer) in accordance with the selection criteria of the Company.

Succession Plan

The Board of Directors places importance on having an effective and efficient management as well as the continuance of its business operations, which are essential factors to the sustainable growth of the organization. Thus, the Company is required to prepare a succession plan for the positions of Chief Executive Officer, Managing Directors, and other senior executive positions, and to review every 3 years in order to ensure that there will be competent senior executives for the succession of these key positions in the organization.

Remuneration of directors and executives

The Nomination and Remuneration Committee shall determine the remuneration of the directors by taking into account the Company’s operating results, the size of the business, and the responsibilities of the Board of Directors and making a comparison with the remuneration paid by other companies that are listed on the Stock Exchange of Thailand with a similar market capitalization and other listed companies within the same industry, and further propose the same for consideration and approval at the Board of Directors’ meeting and the shareholders’ meeting on an annual basis.

The Nomination and Remuneration Committee will review the bonus payment, salary increment including welfare incentives and benefits of the Chief Executive Officer.

The Nomination and Remuneration Committee shall also consider and determine the amount and form of the remuneration of the Chief Executive Officer on both short-term and long-term bases, taking into account various indicators, including the assessment results of the performance of the Chief Executive Officer and success of the business. Then propose the same for consideration and approval at the Board of Directors’ meeting.

As for the top executives, the Chief Executive Officer shall consider and determine the executives’ remuneration individually based on their performance by using various indicators and propose the same to the Nomination and Remuneration Committee for their consideration and approval. The Company will provide short-term incentives through the promotion of salary and annual bonus in line with the economy and the Company’s operating results and provide long-term incentives by rewarding cash as a motivation for the executives to contribute to the achievement and growth of the Company.

Company Secretary

The Company Secretary has to perform the duties in accordance with section 89/15 and 89/16 of the Securities and Exchange Act with responsibility, due care and loyalty, and in compliance with all laws, the objectives, the articles of association of the Company, the resolutions of the Board of Directors and the resolutions of the Shareholders' Meeting. The Company Secretary has the statutory duties and responsibilities as follows:

  1. Preparing and keeping the following documents:
    • a register of Director;
    • a notice calling for the Board of Directors’ Meeting, the minutes of the Board of Directors’ Meeting and the Annual Report of the Company;
    • a notice calling for Shareholders' Meeting and the minutes of the Shareholders’ Meeting;
  2. Keeping a report on interest filed by the Director or Executive and submit a copy of such report in accordance with section 89/14 to the Chairman and the Audit and Risk Committee Chairman within seven business days upon receipt;
  3. Performing any other acts as specified in the notification of the Capital Market Supervisory Board. Apart from this, the Company Secretary has other duties as specified in the job descriptions and as assigned by the Company.

3. Internal Control and Risk Management

The Company’s Board of directors recognizes the importance of internal controls and risk management systems that are key fundamental to drive company’s sustainable growth with added value to Company’s stakeholders. The Board of directors have set up clear company guideline to employees for internal control and Risk management, and assigned internal audit department and risk management department to coordinate across all functions included all factories to conduct overall assessments on internal control system and Company risks on the annual basis. This assessments are using mean of inquiring managements, key staffs in each departments and factories based on the guidelines for evaluating the adequacy of internal controls and risk managements as set out by The Securities and Exchange Commission. Furthermore, the Board of Directors has determined the standard operating procedure and practice for internal control and risk management based on the guidelines of The Committee of Sponsoring Organization of the Trade way Commission - Enterprise Risk Management (“COSO-ERM”). The internal audit department is directly report to the Audit and Risk Committee. The Board of Directors also recognizes the importance of risk management to mitigate the risks derived from external factors (inherent risks) and internal factors (control risks) that need to manage the impact to be remained at the acceptable or immaterial risk level. The review scope of these internal audit and risk management are also included subsidiaries. The review of internal audit are to ensure all operation controls are set in place, all financial reporting are reliable , and to ensure there are no conflict of interest for any related party transaction. Below are key components of internal control and risk management based on the COSO-ERM guidelines;

Control Environment

Board of directors have given the management guideline and organizational structure that allowed the operation can be run independently, practically, with communication effectively. These clear guideline & structure as well as clear Company objective will drive the Company success in running business with good corporate governance, transparency and fairness.

Objective Setting

Board of directors have provided objectives for each level of operations and strategies which including the implementation of policies, rules and regulations. These objectives and goals align with the overall Company’s mission.

Event Identification or Risk Factors

Board of directors have identified events or factors for both internal and external risks that may have unfavorable impact to the Company goals and objectives at corporate and operations level. This is included process of review and monitor those risk factors regularly.

Risk Assessment

Board of directors assigned Risk management Department to take the lead to coordinate with all functions included all factories to perform risk assessment process and set up appropriate risk management to control and mitigate those defined risks that may lead to unfavorable impacts to the company goals and objectives. For considering risk level, there are two aspects to be considered included the potential loss or damage resulted from those risk occurrence (impact) and the probability of those risk occurrence (likelihood). The process of risk management area as follow:

Risk Response

Board of directors have provided the process for risk management in a structure and consistent by defining a risk management approach to reduce the likelihood and the impact, and set up effective internal control to be suitable for those risk circumstances.

Control activities

Board of directors have defined the standard operating procedure to ensure that the operation is run appropriately. The control activities included as follow:

Information system and communication

Board of directors recognizes the importance to the information system and effective communications by assigning the information technology department to regulate, monitor, and continuously develops the IT system to be up to date to the current trend of technology. The Company and subsidiaries have implemented the Enterprise Resource Planning (ERP) for entire data management across all functions. This ERP will help company enable to use data management effectively with the timely decision making. Apart from this, the Board has also established policies based on the laws of Computer Related Crime Act to govern the use of sensitive information and other company’s IT equipment. The information of policy, regulation and code of conduct included documentations and other announcements are communicated within the organization through channels via email and intranet to the employees.

Monitoring

The Board of directors and Audit and Risk Committee have the meeting at least once each to review the company performance against the company plan and objective. This review has also included monitoring, and follow-up on any inefficient process, control gaps that have to be corrected.