CG Policy

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The Company is committed to maintaining high standards of corporate governance within the Company in order to protect and enhance long-term shareholder value. The Company has adopted and continuously developed a set of good corporate governance practices and policies which are modeled on principles advocated by the Stock Exchange of Thailand (SET) as per the details set out in the following sections.

The Company recognizes the importance of shareholders’ rights. The Company conducted the meeting and fully complied with all relevant laws and regulations in respect of shareholders’ rights in the following manner.

  • 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.
  • At every shareholders’ meeting, shareholders are given the right to approve important matters such as election of directors (shareholders can elect directors individually), directors’ remuneration, appointment of auditors and dividend payment, etc.
  • The Company never discourages or creates any barriers to communication among shareholders. All shareholders can communicate with each other freely.
  • 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.

    In addition, any shareholders who arrive at the meeting after the meeting has begun are still entitled to vote on the agenda items that are still under consideration and have not been voted upon.

  • The Company has invited the shareholders to propose 2017 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). However, none is proposed by the shareholders.
  • The Company does not invite the minority shareholders to nominate their own candidates to be appointed as the Company’s directors ahead of the meeting. This is because the Company already gives all shareholders an opportunity to nominate their own candidates (who meet the requirements under the Public Limited Companies Act) and to vote for candidates at the shareholders’ meeting.
  • 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.

  • 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.
  • 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 leading international 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 and sent to all shareholders for their review prior to the following meeting. The minutes of the Annual General Meeting will be posted on the Company’s website (www.thaiwah.com) within 14 days after the meeting is held.
  • 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.
  • 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 leading international 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.
  • 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:

  • 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.
  • 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.
  • 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.
  • Any director or management who has an interest in, or is related to, any transaction between the Company and an interested or related person will not participate in the decision making process involving such transaction. In case shareholders’ approval is required, the Company has disclosed details and reasons to enter into the transaction to the shareholders prior to entering into the transaction and strictly followed the procedures on such transaction in accordance with the regulations of the SET and notification of the Capital Market Supervisory Board. Details are further described under the heading “Connected transaction” in the Company’s Form 56-1 and in the Company’s Annual Report. There are no violation of the connected transactions and/or of the acquisition and disposition of assets found during 2016.
  • 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”. Details are further described under clause 5.9 hereof “Supervision on the Use of Inside Information”. There is no violation of the policy found during 2016.
  • In 2016, the Company did not provide financial assistance to any company which is not a subsidiary of the Company.

In its pursuit for sustainable growth and financial returns for its shareholders, the Company strives to become a role model corporate citizen. It respects the rights of all its stakeholders and conducts its operations fairly and strictly in compliance with all laws, rules and regulations.

Shareholders The Board of Directors is committed to perform its duties honestly, transparently and diligently in the best interest of all its shareholders to preserve and enhance long-term shareholder value. All important information which may have an impact on the Company’s share price and/or shareholders decisions are fully disclosed on a timely manner.
Employees The Company believes that its people are its greatest asset. The Company has taken steps to ensure that all labour laws are complied with and all employees are treated fairly without discrimination or favoritism. The Company offers competitive pay packages and welfare benefits to all its employees comparable to the industry norms, related to the Company’s short-term and long-term operating results, and to the performance of each individual employee. Additionally, the Company ensures that the legal rights of employees are not violated. All of these have been included in the Company’s code of business conduct approved by the Board of Directors. Apart from this, the Company provides its employees a safe, hygienic, and suitable working environment which has been recognized and certified in compliance with the OHSAS 18001 and TIS 18001 standards by the relevant organizations. Furthermore, the Company provides a provident fund, and encourages its employees to attend training courses related to their line of responsibility and allows job rotation to enhance and diversify their knowledge and skills.
Customers The Company aims to provide its customers good value, high quality and hygienic products which are manufactured with the finest ingredients. In addition, continuous research and development is valued to ensure that the customers’ needs are met. This is in compliance with the Company’s mission approved by the Board of Directors.
Competitors The Company believes that competition is the essence of a free and open market and therefore avoids any actions which may prevent, obstruct or discourage potential competitors from entering the markets in which the Company operates in. The Company takes the view that healthy competition encourages product and service innovations in the market place which would increase market standards and ultimately benefit consumers and society at large. In accordance with the Code of Business Conduct approved by the Board of Directors of the Company, the Company will neither engage in any fraudulent act to violate or obtain competitors’ trade secrets nor in any infringement of intellectual property or copyright including anti-corruption and anti-bribery for the benefit of the Company’s business. Moreover, the Company will not violate legal rights of competitors by any of the Company’s actions and decisions which has been stated in the Company’s Code of Business Conduct approved by the Board of Directors.
Society & Environment The Company aims to be a socially and environmentally responsible company which form a part of the Company’s Code of Business Conduct. It is the Company’s policy to conduct its business under environmental standard by establishing its production process, utilizing resources and energy effectively and by implementing an environmental management system, evaluating and reviewing the system regularly to achieve sustainable development. As a result, the Company has obtained certification of environmental management system under ISO 14001:2004 and has also been awarded a green industrial certification at level 3 (the green system) from the Ministry of Industry of Thailand, which is the system that reflects environmental friendliness, details as shown under the heading “Corporate Social Responsibilities” in the Company’s Form 56-1 and in the Company’s Annual Report.
Suppliers The Company strives to forge long-term business relationships with its suppliers and therefore has the policy to always give a fair profit to its suppliers and to respect payment terms and conditions. In addition, in selecting its suppliers, the Company gives all suppliers an equal opportunity to propose their bid. The Company has established the Tender Committee to select its suppliers through the tender process for any transactions which are over Baht 1 million for transparency purpose.
Creditors The Company considers creditors as important business partners and therefore commits to fulfill all of its obligations under contracts to its creditors, to not conceal information nor facts that may damage its creditors, and to notify its creditors in advance in any case where there might be any potential event which could cause the Company to fail to comply with any obligations under contracts including guarantee conditions, capital management, and its debt servicing. In such cases the Company works with its creditors to mutually resolve those potential problems.

There were no violations of laws in relation to labour, employment, consumers, competitors, or environment found in 2016. In addition, no creditor alleged that the Company had failed to comply with any obligations under contracts.

Anti - Human Rights Violation Policy

It is the Company’s policy not to take any actions which might violate the human rights. The Company will not hire anyone under 18 years old nor support of forced labour in all forms, including of unfair dismissal. The Company will strictly treat all employees equally in accordance with the labor law which also cover the protection of human rights. There are no record of unfair treatment against employees nor similar court cases against the Company found during 2016.

Anti - Piracy Policy

The Company has an anti-piracy policy which has been clearly stated in the standard operating procedures, of using only intellectual property that it does not own if it is properly authorized to do so, i.e., the use of authorized computer program licenses which would be periodically audited by the internal auditor of the Company The Company was not a party to any piracy cases during 2016.

Anti - Corruption and Anti - Bribery Policy and Guidelines

The Company conducts its business based on the principles of transparency and law compliance. Moreover, the Company’s Code of Business Conduct approved by the Board of Directors has stated that the Board of Directors, Management and employees are expected to carry out their work based on the principles of good corporate governance and to avoid any illicit activities which may damage the reputation of the Company. Therefore, it is the Company’s policy and mandatory not to acquire business success by means of fraud or bribery. Violation of this policy is considered a serious offense which may result in severe disciplinary action, including dismissal as required by law.

Whistle-blowing Policy

The Board has approved a Whistle-blowing Policy in order to provide associates and third parties with a mechanism by which they can, free of any discrimination, retaliation, or harassment, raise concerns about unlawful practices, unethical actions, or any behavior that may be regarded as malfeasance or fraud on the part of any person in the organization. The Board has also set up a whistle-blowing channel, a procedure to manage concerns raised, and a mechanism to protect whistle-blowers, details as follows:

Whistle-Blowing Channel

Any whistle-blower can raise their concerns or perceived irregularities directly to the Board of Directors, the Audit and Risk Committee, or the Internal Audit Team through various channels as follows:

Board of Directors
Email: bod@thaiwah.com
Facsimile: 0-2285-0268
Post: Board of Directors
Thai Wah Public Company Limited
Thai Wah Tower I, 20th – 21st Floor,
21/59, 21/63-64 South Sathorn Road, Tungmahamek, Sathorn, Bangkok 10120
Audit and Risk Committee
Email: arc@thaiwah.com
Facsimile: 0-2285-0268
Post: Audit and Risk Committee
Thai Wah Public Company Limited
Thai Wah Tower I, 20th – 21st Floor,
21/59, 21/63-64 South Sathorn Road, Tungmahamek, Sathorn, Bangkok 10120
Internal Audit
Email: ai@thaiwah.com
Facsimile: 0-2285-0268
Post: Internal Audit
Thai Wah Public Company Limited
Thai Wah Tower I, 20th – 21st Floor,
21/59, 21/63-64 South Sathorn Road, Tungmahamek, Sathorn, Bangkok 10120

Procedure to Manage Concerns

All concerns or reports raised by whistle-blowers will be investigated by the Internal Audit Team which will report the fact findings to the Audit and Risk Committee for consideration.

Mechanism to Protect Whistle-Blowers

Anonymity and confidentiality will be honoured throughout the process. Access to information will be limited only to responsible persons. If a whistle-blower believes that he/she is being subjected to discrimination, retaliation, or harassment for having made a report, he/she should immediately report those facts to the Board of Directors or the Audit and Risk Committee or the Internal Audit Team through one of the above whistle-blowing channels. Reporting should be done promptly to facilitate investigation and the taking of appropriate actions.

If an associate has made an allegation in bad faith or for personal gain, disciplinary action may be taken against him/her. Likewise, if investigations reveal that a third party making a report had done so maliciously or for personal gain, appropriate action, including reporting the matter to the police, may be taken.

Social participation and development

The Company’s policy is to maintain and build relationships with local communities by supporting community activities regularly with a focus on improvement of the quality of life in nearby communities. A series of campaigns with the aim of achieving proper sustainable development for the benefit of local and social communities have been launched, details as shown under the heading “Corporate Social Responsibilities” in the Company’s Form 56-1 and in the Company’s Annual Report.

Promote Sustainable Use of Resources

Economic growth and an increase in the world’s population have led to an increase in human consumption of resources every year, resulting in shortages of limited resources and creating environmental problems. The Company is aware of these problems and, in order to promote the efficient use of resources, has established the Environment, Occupational Health and Safety Committee and continuously carried out various energy conservation campaigns and projects, including set goals for certain campaigns, details as shown under the heading “Corporate Social Responsibilities” in the Company’s Form 56-1 and in the Company’s Annual Report.

Environmental Training for the Employees

The Company continuously provides training and instills sense of awareness on environmental issues to employees by carrying out various energy conservation campaigns and projects and communicating across the organization through the Company’s intranet system and the notice board. Guest speakers are also invited periodically to educate and to provide training to the employees on matters related to the environment, such as environmental conservation, etc.

The Company’s emphasis on the disclosure of accurate and complete information in a transparent and timely manner as shown by the following:

  • Each of the directors and executives of the Company has filed with the Company a report covering his interest or his related person’s interest in relation to management of the Company or its subsidiaries in accordance with the criteria and procedures as specified in the notification of the Capital Market Supervisory Board and has updated and filed with the Company within 30 days should there be any change in the report. Such report is also included in the agenda items of the Board meeting for the Board’ acknowledgment once every 3 months.
  • In the previous year, the Company disclosed all general and financial information as well as information which may affect the price of the Company’s securities correctly, completely, transparently and on a timely manner, in accordance with the rules and regulations of the SEC and the SET. All information is communicated to investors, shareholders and relevant sectors through the channels of the SET and the Company’s website (www.thaiwah.com).
  • Individual investors, shareholders, stock analysts and state agencies may contact the Company through the Company Secretary at telephone number 66 2 285 0040 or 66 2 285 0315 - 20 or at Investor Relations Department (ir@thaiwah.com).
  • The Company’s financial statements contain accurate and complete information and are prepared in accordance with generally accepted accounting standards. In addition, they are audited/ reviewed by auditors from a well-known auditing firm (currently EY Office Limited) and are approved by the Company’s Audit and Risk Committee and Board before being disclosed through the SET. The information relating to the “Board of Directors’ Responsibility for the Company’s Financial Statements” is available in the Company’s Annual Report. In 2016, the Company’s financial statements were certified unconditionally fromthe auditor.
  • The Company has neither a share repurchase program, nor any shareholders’ agreement which has a material impact on the Company or other shareholders. Therefore, the Company could not disclose such information.
  • The Company wishes to refer the following matters to the disclosure made in other places:
    • The name of directors and the scope of the powers, duties and responsibilities of the Board (including matters to be approved by the Board) and other committees are detailed under the heading “Management Structure” in the Company’s Form 56-1 and in the Company’s Annual Report.
    • The professional experience of the directors and members of other committees is detailed in Attachment 1 to the Company’s Form 56-1 and under the heading “Board of Directors & Management and Company Secretary” in the Company’s Annual Report.
    • The number of Board meetings held and the number of Board meetings attended by each director in during 2016 are detailed in clause 5 hereof: “Board Responsibility”.
    • The performance of the Audit and Risk Committee in the past year is detailed in Attachment 5 to the Company’s Form 56-1, and under the heading “Report of the Audit and Risk Committee” in the Company’s Annual Report.
    • The performance of the Nomination and Remuneration Committee in the past year is detailed in Attachment 6 to the Company’s Form 56-1, or under the heading “Report of the Nomination and Remuneration Committee” in the Company’s Annual Report.
    • The remuneration for directors and management is detailed under the heading “Directors’ and Management’s Remuneration” in the Company’s Form 56-1 and in the Company’s Annual Report.
    • Policy of disclosing/reporting of sales and purchase of the Company’s securities held by directors and management has been disclosed in clause 2.3 hereof: “Corporate Governance”.

      Change in securities held by directors and management in the Company is detailed under the heading “Management Structure” in the Company’s Form 56-1 and under the heading “Details of Securities held by Directors and Management in the Company” in the Company’s Annual Report.

    • Criterion for directors and senior management remuneration is detailed under the heading “Remuneration Policy” in the Company’s Form 56-1 and in the Company’s Annual Report.
    • Director’s remuneration for each individual director is detailed under the heading “Remuneration and Other Benefits of the Directors during the year 2016” in the Company’s Form 56-1 and in the Company’s Annual Report.
  • In 2016, the Company made full disclosure of information (including key events) within the time frame specified in the regulations of the SET and the SEC. In addition, neither the Listing Department of the SET nor the SEC challenged that the Company had failed to comply with any disclosure requirement.

Board Structure

  • Members of the Board and Terms of Directorship
    The Company’s Board of Directors comprises 12 members, 4 of whom are Independent Directors namely Mr. Vudhiphol Suriyabhivadh, Mr. Udom Vichayabhai(a), Dr. Jingjai Hanchanlash and Mr. Chanin Archjananun representing one-third of the total Board members.

    The Board comprises business leaders and professionals with financial, accounting, legal and business management backgrounds. Mr. Vudhiphol Suriyabhivadh, an independent director, who is a non-executive director of the Company has experience related to the major industry conducted by the Company.

    The Directors and senior management of the Company have never been employees, or partners of the Company’s external auditor which has served the Company for the last 2 years.

    All Independent Directors of the Company are independent of the Management and major shareholders of the Company. None of the Independent Directors holds a directorship position in more than 5 listed companies in Thailand. In fact, none of the Company’s executive directors holds a directorship position more than 2 listed companies in Thailand.

    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, includingthe 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 nominatedas 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.

  • Nomination and Appointment of Directors
    The process for nominating directors is made through the Nomination and Remuneration Committee which considers qualifications, i.e. appropriateness, competency, experience, knowledge, and proficiency in various professional fields as well as skill necessary to fill any possible gap in the Board. Each candidate for a Company directorship must have the qualifications prescribed by the SET, the SEC and the Public Limited Companies Act, and must be nominated by the Nomination and Remuneration Committee to the Board and to the shareholders’ meeting. Additional details in regard to method of appointment of Directors are described under the heading “Method of Appointment and Removal of Directors as included in the Company’s Articles of Association”.
  • Role of Chairman of the Board
    The Chairman of the Board is responsible for leading the Board in charting the strategic direction and growth of the Company. He also facilitates and ensures active and comprehensive Board discussions on Company matters, concludes resolutions of the Meeting, monitors the translation of the Board’s decisions into executive actions and has a casting vote in case the Board of Directors’ meeting has a tie vote. Apart from acting as the Chairman of the Board of Directors’ meeting, he also serves as the Chairman of the Shareholders’ meeting.
  • Aggregation or Separation of Positions - Chairman of the Board and Chief Executive Officer
    To enhance the good corporate governance of the Company, the Company has separated the positions of the Chairman of the Board and the Chief Executive Officer.

    Mr. Ho KwonPing is the Chairman of the Board while Mr. Ho Ren Hua is the Chief Executive Officer in order to manage business operations of the Company effectively.

  • External Directorship Policy
    The Board of Directors of the Company has established an external directorship policy as follows:
    • External directorships held by the Chief Executive Officer of the Company are to be approved by the Nomination and Remuneration Committee.
    • External directorships held by the senior management of the Company are to be approved by the Managing Director or the Chief Executive Officer of the Company.

    The Board has not determined the maximum number of listed company board representations which any Director may hold. Instead the Board allows each Director to personally determine, at his/her sole discretion, the demands of his/her company directorships and assesses how much time he/she must dedicate in order to perform his/her duties as a Director of the Company effectively.

Sub-Committees

The Board approved the establishment of two subcommittees, namely the Audit and Risk Committee and the Nomination and Remuneration Committee comprising all Independent Directors in order to assist the Board to screen operations within certain limits of authority as stipulated in the charter and to achieve operational efficiency. Additionally, in order to perform their duties transparently and independently, the Chairman of the Board is neither a Chairman nor a member of both committees as follows:

  • Audit and Risk Committee
    The Audit and Risk Committee comprises three Independent Directors, two of whom, namely Mr. Udom Vichayabhai(a) and Mr. Vudhiphol Suriyabhivadh have adequate expertise and experience to review creditability of the financial reports. Mr. Vudhiphol Suriyabhivadh has experience on reviewing the financial reports of some listed companies in the Stock Exchange of Thailand. The members and the scope of duties and responsibilities of the Audit and Risk Committee have been disclosed under the heading “Management Structure” in the Company’s Form 56-1 and in the Company’s Annual Report.
  • Nomination and Remuneration Committee
    The Nomination and Remuneration Committee comprises three Independent Directors, thus forming a strong and independent element which will enable decisions on nomination and remuneration to be made independently. Members and the scope of duties and responsibilities of the Nomination and Remuneration Committee have been disclosed under the heading “Management Structure” in the Company’s Form 56-1 and in the Company’s Annual Report.

Role, Duty and Responsibility of the Board

  • Corporate Governance Policy
    The Company is committed to maintaining high standards of good corporate governance within the Company. The Company has adopted and continuously developed a set of good corporate governance practices and policies which are modeled on the 2012 principles of good corporate governance for listed companies advocated by the SET. The Company has also adopted and continues to apply the Code of Business Conduct approved by the Board of Directors and communicated throughout the organization. The Standard Operating Procedures have also been documented and applied by the Company. In addition, new internal rules and regulations with an aim to continuously improve the good corporate governance of the Company are approved and announced from time to time.

    During 2016, none of the non-executive directors resigned due to corporate governance issues and no impairment of the Company’s reputation arose due to the failure of the Board of Directors’ supervision.

  • Code of Business Conduct
    The Company holds strongly to the belief that good business ethics is one of the key elements for sustainable growth. To protect the interest of all stakeholders and in the interest of promoting and advocating good business ethics throughout the organization, the Company has adopted a Code of Business Conduct, which has been approved by the Board of Directors and communicated across the organization through electronic mail, the Company’s intranet system, and notice boards in order to understand and to ensure that the Board of Directors, Management and employees strictly adhere to the Code as well as to encourage them to comply with the Code accordingly.

    The Code has been drafted based on the principles of integrity, transparency and good corporate governance practices and good social ethics and disseminate through the Company’s website (www.thaiwah.com).

    During 2016, the Company’s Board of Directors was not aware of any claim or allegation that the Company’s Code of Business Conduct was disobeyed.

  • Delegation of authority between the Board and the Management
    The Board’s primary functions are to set corporate policy and overall strategy for the Company and to provide effective oversight of the management of the Company’s business and affairs.

    The delegation of authority by the Board to the management is clear. Annual budgeted capital expenses require approval by the Board. Unbudgeted capital expenses require approval as authorized by the Board as follows:

    • Unbudgeted capital expenses less than Baht 2.0 million to be solely approved by the Managing Director.
    • 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.
    • 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.
    • Capital expenses in excess of Baht 50.0 million to be solely approved by the Board of Directors.

    The approval to enter into a significant transaction by the Company’s Board of Directors and/or shareholders’ meeting as well as all information disclosure must comply with rules and regulations of the Stock Exchange of Thailand and/or the Capital Market Supervisory Board.

    Duties and responsibilities of the Board have been disclosed under the heading “Management Structure” in the Company’s Form 56-1 and the Company’s Annual Report.

  • Conflict of Interest
    Transactions between the Company and its connected parties which may give rise to a conflict of interest are scrutinized by the Audit and Risk Committee and if necessary, the approval to enter into such transactions are sought from the Board of Directors and/or shareholders based on the nature and size of transaction in accordance with the provisions of the Capital Market Supervisory Board. Any director or management who has an interest in, or is related to, such transaction will not participate in the decision making process.

    Such transactions have to be made under normal commercial terms, determined at fair price and at arm’s length basis. In the event that the price is unavailable, the Company will then rely on the report of an independent appraiser appointed by the Company to value important connected transactions to arrive at a pricing which is fair to both the Company and the connected party.

    All connected transactions are disclosed clearly and accurately. Details are further described under the heading “Connected Transactions” in the Company’s Form 56-1 and in the Company’s Annual Report.

  • Internal Audit and Control
    The Company realizes the significance of effective system of control. The Board of Directors has assigned the Audit and Risk Committee to review the Company’s internal control system in order to ensure that the Company’s internal control system comprising of 5 components, namely control environment, risk assessment, control activities, information & communication, and monitoring activities in accordance with the guidelines of the Committee of Sponsoring Organizations of the Treadway Commission : COSO, is adequate and to report the outcome to the Board accordingly.

    Opinions of the Audit and Risk Committee and of the Board of Directors on the internal control system of the Company are disclosed under the heading “Report of the Audit and Risk Committee” and “Opinion of the Board of Directors on the Company’s internal control” in the Company’s Form 56-1 and in the Company’s Annual Report

    Internal Audit
    The Company has established the Internal Audit Department, an independent unit, head by Mr. Narupon Wuttichai. Mr. Narupon reports directly to the Audit and Risk Committee. His role is to audit and to assess the adequacy and efficiency of the Company’s internal control based on the internal audit schedules approved by the Audit and Risk Committee and to regularly report the findings to the Audit and Risk Committee on a quarterly basis in order to improve the efficiency and effectiveness of the operation of the Company.

    The appointment, transfer and termination of employment of the chief of the Internal Audit Unit have to be approved by the Audit and Risk Committee.

Meetings of the Board and Sub-Committees

  • The Board
    The Company conducts regular scheduled Board meetings at least 4 times a year on a quarterly basis which are planned and formally agreed upon in advance in the fourth quarter before the start of the new financial year. Additional meetings are convened as and when circumstances warrant. The Company conducted 4 Board meetings and handouts for the meeting have been distributed to the Board members at least 5 days prior to the meeting. Attendance of all directors is shown below.
    No. Name Number of Attendances
    in 2016/Meeting
    1. Mr. Ho KwonPing 4/4
    2. Mr. Surapon Supratya 3/4
    3. Mr. Ariel P Vera 4/4
    4. Mr. Ho KwonCjan 4/4
    5. Mr. Ho Ren Hua 4/4
    6. Dr. Sretsei Saittagaroon 4/4
    7. Mr. Umnad Sukprasongphol 4/4
    8. Mr. Shankar Chandran a -/-
    9. Mr. Vudhiphol Suriyabhivadh 4/4
    10. Dr. Jingjai Hanchanlash 4/4
    11. Mr. Udom Vichayabhai b 4/4
    12. Mr. Chanin Archja 4/4
    a The Board of Directors’ Meeting No. 4/2016 held on November 9, 2016 approved the appointment of Mr. Shankar Chandran, as a new director of the Company, replacing Ms. Sirivan Skulkerevathana, effective November 9, 2016 Mr. Shankar Chandran took up the post of Director effective December 25, 2016
    b Mr. Udom Vichayabhai resigned from the position of Independent Director, Audit and Risk Committee Member and Nomination and Remuneration Committee Member on February 21, 2017
    The Board of Directors’ Meeting No. 1/2017 held on February 21, 2017 approved the appointment of Mr. Subhak Siwaraksa, as a new Independent Director, Audit and Risk Committee Member and Nomination and Remuneration Committee Member of the Company, succeeding Mr. Udom Vichayabhai

    The Board is of the view that the contribution of each director should not be focused only on his or her attendance at board and/or Committee meetings. A director’s contribution may also extend beyond the confines of the formal environment of Board meetings, through the sharing of views, advice, experience and strategic networking relationships which would further the interests of the Company.

  • Audit and Risk Committee
    The Company conducts regular scheduled Audit and Risk Committee’s meetings at least 4 times a year, prior to the Board meeting, on a quarterly basis which are planned and formally agreed upon in advance in the fourth quarter before the start of the new financial year. Additional meetings are convened as and when circumstances warrant. The Company conducted 4 Audit and Risk Committee’s meeting. Each of the Audit and Risk Committee members attended the meeting as follows:
    No. Name Number of Attendances
    in 2016/Meeting
    1. Mr. Vudhiphol Suriyabhivadh 4/4
    2. Mr. Udom Vichayabhai a 4/4
    3. Dr. Jingjai Hanchanlash 4/4
    a Mr. Udom Vichayabhai resigned from the position of, Audit and Risk Committee Member on February 21, 2017
    The Board of Directors’ Meeting No. 1/2017 held on February 21, 2017 approved the appointment of Mr. Subhak Siwaraksa, as a new Audit and Risk Committee Member of the Company, succeeding Mr. Udom Vichayabhai
  • Nomination and Remuneration Committee
    The Company conducts regular scheduled Nomination and Remuneration Committee’s meetings, prior to the Board meeting, at least once a year. The meetings are planned and formally agreed upon in advance in the fourth quarter before the start of the new financial year. Additional meetings are convened as and when circumstances warrant. The Company conducted 3 Nomination and Remuneration Committee’s meeting. Each of the Nomination and Remuneration Committee members attended the meeting as follows:
    No. Name Number of Attendances
    in 2016/Meeting
    1. Dr. Jingjai Hanchanlash 3/3
    2. Mr. Vudhiphol Suriyabhivadh 3/3
    3. Mr. Udom Vichayabhai a 3/3
    a Mr. Udom Vichayabhai resigned from the position of, Nomination and Remuneration Committee Member on February 21, 2017
    The Board of Directors’ Meeting No. 1/2017 held on February 21, 2017 approved the appointment of Mr. Subhak Siwaraksa, as a new Nomination and Remuneration Committee Member of the Company, succeeding Mr. Udom Vichayabhai

Board of Directors’ Report

  • Financial Report
    The Board of Directors is accountable to its shareholders for the Company’s financial statements as well as the financial information as shown in the Annual Report. The Board of Directors is satisfied that the Company’s financial statements are prudently prepared in accordance with generally accepted accounting principles and are independently reviewed and audited by the international auditors who has expressed an unqualified opinion on the Company’s financial statements. Additionally, the Audit and Risk Committee has been tasked to independently review the Company’s financial report and internal control practices directly with the auditors. All pertinent information relating to the financial statements is clearly and completely disclosed in the accompanying notes.

    Details are described under the heading “Internal Control and Risk Management” in the Company’s Form 56-1 and under the heading “Opinion of the Board of Directors on the Company’s Internal Control System” and the “Board of Directors’ Responsibility for the Company’s Financial Statements” in the Company’s Annual Report.

  • Minutes of Meeting
    The minutes of the meetings of the Board and other committees were accurately and completely recorded in all material aspects addressed at each meeting, including the questions, opinions and clarifications. The Company has a safe and secure filing system in place to keep the minutes of meetings and other supporting documents.

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. Details of the training previously undertaken by each director are set out in Attachment 1 to the Company’s Form 56-1 and under the heading “Board of Directors & Management and Company Secretary” in the Company’s Annual Report.

In 2016, directors and management attended the training and seminar courses as follows:

Directors and Management Position Course
Mr. Ho Ren Hua Director and Chief Executive Officer
  • Chartered Director Class (CDC 10/2015),
    Thai Institute of Directors Association
  • Directors Certification Program (DCP 214/2015),
    Thai Institute of Directors Association
  • Diploma Examination (47/2016),
    Thai Institute of Directors Assoc
Mr. Chanin Archjananun Independent Director
  • Directors Certification Program (DCP 231/2016),
    Thai Institute of Directors Association
Ms. Orn-A-Nong Witchucharn Group Finance Director
  • Directors Certification Program (DCP 224/2016),
    Thai Institute of Directors Association
  • Diploma Examination (52/2016),
    Thai Institute of Directors Association

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.

Supervision on the operations of the subsidiaries or the associated companies

In order to supervise the operations of the subsidiaries or the associated companies, the Company has assigned management of the Company to serve on the Board of Directors of each subsidiary and associated company.

The number of the Company’s representatives who serve on the Board of Directors meets or exceeds proportionate shareholding of the Company’s shareholdings in each subsidiary or associated company. The formulation of major policy and votes on the key agenda items of the subsidiaries or the associated companies require the approval of the Company’s Board of Directors.

List of directors who serve on the Board of Directors of the subsidiaries or the associated companies is disclosed under the heading “Details of position of directors and management” in the Company’s Form 56-1 and in the Company’s Annual Report.

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 pricesensitive 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.

Audit Fees

The Company and subsidiary companies paid the audit fees to the audit firm for the year 2016 for a total amount of Baht 4,430,750 and for a total amount of Baht 614,393 for two of its subsidiaries based abroad, details as follows:

Company Auditors’ renumeration
The Company 2,000,000 Baht
2 associated companies * 340,750 Baht
Subsidiary companies  
18 companies in Thailand 2,090,000 Baht
1 company in Vietnam 190,000,000 VND (approximately Baht 302,645)
1 company in China 60,000 Yuan (approximately Baht 311,748)

Note
* The audit fee of the associated companies includes fees for the quarterly review of interim financial statements of associated companies amounting to Baht 240,000 paid by the Company. As the associated companies are not listed on the Stock Exchange of Thailand (SET), there is no requirement for their financial statements to be reviewed each quarter. The only reason why the quarterly reviews are carried out on the associated companies is to facilitate the quarterly reviews of the Company’s financial statements. The quarterly reviews of the associated companies improves the Company’s accuracy in the accounting for the share of results of these companies under the equity method.

In addition, the Company also absorbed Baht 100,750 which is a portion of the annual audit fee of an associate company. This was primarily due to the Company’s request for the associated company to change its auditor from a local audit firm to a reputable international firm so that the Company can improve the accuracy and reliability of the share of result from this associated company. The amount absorbed bytheCompanyrepresentstheincreaseinauditfeeoftheassociatedcompanyarising from the change in audit firm.

Non Audit Fees

Non audit fees were Baht 800,000 was the advised fee for the information system.