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:
The Company recognizes its duty to ensure equal treatment of shareholders by complying with all relevant laws and regulations as following details:
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 |
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, Risk and Corporate Governance Committee, the Nomination and Remuneration Committee and Executive Committee. The Audit, Risk and Corporate Governance 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 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:
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.
Duties of the Board of Directors
Role of Chairman of the Board
The Chairman of the Board is responsible for leading the Board with the following duties and responsibilities:
Duties and Responsibilities of the Chief Executive Officer
The Chief Executive Officer has the following roles and responsibilities:
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:
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, Risk and Corporate Governance 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, Risk and Corporate Governance 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:
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, Risk and Corporate Governance 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, Risk and Corporate Governance 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.
