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.
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.
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 Company recognizes its duty to ensure equal treatment of shareholders by complying with all relevant laws and regulations as following details:
In its pursuit for sustainable growth and financial returns for its shareholders, the Company 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 along with communication channel 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.
It is the Company's policy not to undertake actions which might violate the human rights and the relevant laws. The Company will focus on equality and will not discriminate base on difference in physical and mental aspects, race, nationality, religion, gender, age, language, skin, education, social status or any other traits. The Company will treat everyone fairly in every stage of recruitment starting from selection, remuneration, working hours and job holidays, job assignments, performance appraisal, learning and development, career path planning. The Company will not support forced labor in all forms, labor from human trafficking or child labor.
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 2017.
Thai Wah Public Company Limited ("the Company") has established and adhered firmly and consistently to our business operation guidelines in accordance with good corporate governance in exercising corporate social responsibility (CSR) and giving importance to promoting anti-fraud and anti-corruption practices. The Board of Directors' Meeting no. 1/2017 on February 21, 2017, had approved the Company to join the Private Sector Collective Action Coalition Against Corruption.
To enhance the efficiency, integrity, honesty and transparency of the anti-fraud and anti-corruption business practices, in accordance with the Company's objectives and to serve as clear guidelines for Directors, Executives and staff, therefore, the Board of Directors Meeting No. 4/2017 approved the anti-corruption policy to promote the anti-fraud and anti-corruption practices as follows:
| Fraud | means | an intentional act committed to secure unfair or unlawful gains for one's self or others. Fraud can be broken down into three types: corruption, asset misappropriation and fraudulent reporting, for example, fraudulent financial statements. |
| Corruption | means | the misuse of position or power of influence for inappropriate gains for the organization, one's self or others. Corruption includes any types of bribery; an offering, giving, promising or agreeing to give, demanding or accepting money, assets, or other inappropriate benefits from the government officers, government sectors, private sectors, or responsible person either in direct or indirect action so that such person could proceed or disregard his/her function in order to acquire, retain the business, recommend specific company to the entity, or achieve any improper benefits in business transaction. Exception shall be applied in case of laws, regulation, statement, standard, custom, or business traditions enable to do so. |
| Bribery | means | the act of paying, offering, promising to pay, receiving, requesting or soliciting anything of value, such as assets, money, things, rights or other advantages that are against good ethics, conduct, rules, regulations or laws with government officials, government organization, private organizations or other individual(s) - directly or indirectly - in order for that person to wrongfully act or wrongly refrain from performing their duties to receive or retain benefits that are inappropriate for the business. |
| Political Contribution | means | monetary or non-monetary support provided to a political party, representative of a political party, politician or candidate for election. As such, non-monetary political contributions include lending or donating any equipment for free of charge. |
Directors, Executives and the Company's staff are prohibited from operating or accepting any type of corruptions either direct or indirect manner, in all businesses or from any concerned parties, The anti-corruption practices are required to be consistently counter-checked while the Anti-corruption policy and business operation guidelines are to be reviewed to reflect the changes in business, regulations and applicable laws.
The Chief Executive Officer has the authority to order or establish the additional guideline to align with the Anti-corruption Policy.
Apart from the above policy, in order to comply with the anti-corruption policy, the Company has issued a cooperation letter to refrain from giving gifts to directors, executives and employees of the Company dated December 1, 2017
The Company also held an anti-corruption workshop in order to educate the staffs on the anti-corruption policy and pratices. In the year 2017, few employees attended the Thai Institute of Directors Association training course on Ethnical Leadership Program and Anti-Corruption: The Practical Guide. The Company had also provided training on anti-corruption policies, "Anti-Corruption ... for Sustainable Organization" to managers and above. The Company also arranged for training of the anti-corruption policy at all the factories.
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
The Board of Directors has set the whistleblowing policy as a mechanism for Company staffs and third parties to report any misconduct, or file for grievances without being discriminated or mistreated should they be aware of any wrongdoing, or fall victim to corruption, or violation of laws/ Company regulations.
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:
| Reporting Channels | |
| Telephone : | 02 285 0040 |
| Facsimile : | 02 285 0268 |
| Email : | bod@thaiwah.com , arc@thaiwah.com, ia@thaiwah.com |
| Website : | www.thaiwah.com |
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.
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.
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.
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:
The Board consists of directors with appropriate and necessary qualifications, knowledge, skills, experience, character traits and age balance in order to achieve the objectives of the Company and stakeholder interests. Dr. Sretsei Saittagaroon, Deputy Chairman of the Board, is also a non-executive director who posses knowledge and experience in the core business or the industry in which the Company operates.
The Company has 4 independent directors, representing one-third of total board members. The independent directors of the Company possess the qualifications in accordance with the criteria set by the Securities and Exchange Commission and the Stock Exchange of Thailand. All independent directors can work effectively with the Board and can express their opinions freely.
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.
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.
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.
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.
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.
However, none of the board members holds a directorship position more than 5 listed companies in Thailand.
The Board approved the establishment of two sub-committees, 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:
During 2017, 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.
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 2017, the Company's Board of Directors was not aware of any claim or allegation that the Company's Code of Business Conduct was disobeyed.
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:
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.
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.
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.
| No. | Name | Number of Attendances in 2017/Meeting |
| 1. | Mr. Ho KwonPing | 4/4 |
| 2. | Mr. Surapon Supratya | 4/4 |
| 3. | Mr. Ariel P Vera | 4/4 |
| 4. | Mr. Ho KwonCjan | 3/4 |
| 5. | Mr. Ho Ren Hua | 4/4 |
| 6. | Dr. Sretsei Saittagaroon | 4/4 |
| 7. | Mr. Umnad Sukprasongphol | 4/4 |
| 8. | Mr. Shankar Chandran | 4/4 |
| 9. | Mr. Vudhiphol Suriyabhivadh | 4/4 |
| 10. | Dr. Jingjai Hanchanlash | 4/4 |
| 11. | Mr. Subhak Siwaraksa (a) | 2/4 |
| 12. | Mr. Chanin Archjananun | 4/4 |
| (a) | 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.
| No. | Name | Number of Attendances in 2017/Meeting |
| 1. | Mr. Vudhiphol Suriyabhivadh | 4/4 |
| 2. | Mr. Subhak Siwaraksa(a) | 2/4 |
| 3. | Dr. Jingjai Hanchanlash | 4/4 |
| (a) | 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 |
| No. | Name | Number of Attendances in 2017/Meeting |
| 1. | Dr. Jingjai Hanchanlash | 3/3 |
| 2. | Mr. Vudhiphol Suriyabhivadh | 3/3 |
| 3. | Mr. Subhak Siwaraksa(a) | 1/3 |
| (a) | 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 |
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.
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.
| Directors and Management | Position | Course |
| Mr. Umnad Sukprasongphol | Director and Managing Director (Starch Business) |
|
| Mr. Prateep Lertvatanakijkul | Managing Director (Food Business) |
|
| Mr. Subhak Siwaraksa | Independent Director |
|
| Ms. Orn-A-Nong Witchucharn | Group Finance Director |
|
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.
The Board shall appoint the directors and executives of the subsidiary companies. Except for operating arms or associate companies, the board may delegate this authority to the chief executive officer and the chief executive officer can appoint the appropriate person to be the director in such a company. The number of representative directors will be subject to the proportion of shareholding.
The Company shall define the duties and responsibilities of subsidiary directors who are the Company's representative in subsidiaries and associated companies. They will oversee the subsidiaries' operations to ensure compliance with applicable law and standards and the subsidiaries' policies. As well as overseeing that the subsidiaries' internal control systems are effective and that all transactions comply with relevant law and standards.
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.
The Board has established a dedicated investor relations function who is responsible for regular, effective and fair communication with shareholders and other stakeholders such as analysts and potential investors by providing the Company's information in an appropriate, equal and timely manner via appropriate channels.
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.
The Company and subsidiary companies paid the audit fees to the audit firm for the year 2017 for a total amount of Baht 6,006,000 and for a total amount of Baht 1,548,913 for four of its subsidiaries based abroad, details as follows:
| Company | Auditors' remuneration |
| The Company | 2,200,000 Baht |
| 1 associated companies* | 231,000 Baht |
| Subsidiary companies | |
| 18 companies in Thailand | 3,575,000 Baht |
| 2 company in Vietnam | 319,000,000 VND (approximately Baht 472,884) |
| 1 company in China | 160,000 Yuan (approximately Baht 804,525) |
| 1 company in Cambodia | 8,000 USD (approximately Baht 271,504) |
Note
*The audit fee of the associated companies includes fees for the quarterly review of interim financial statements of associated companies amounting to Baht 68,000 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 105,950 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 by the Company represents the increase in audit fee of the associated company arising from the change in audit firm.
- None -
The Company established the Investor Relations Department responsible for communicating crucial information to the investors, retail/individual investors, shareholders and domestic and international analysts. All stakeholders are able to contact the unit directly at Ms. Ratinan Wongwatcharanon (Investor Relations Manager) Telephone +66 2285 0040 Ext. 1109 e-mail ir@thaiwah.com or through Company website, which provides both Thai and English versions along with the updated information. In the year 2017, the Company provided corporate presentations and information reports to the institutional investors, retail/individual investors, shareholders and domestic and international analysts, details are as follow:
| Activities | Times/Year |
| Press Conference | 1 |
| Analyst Meeting | 4 |
| Opportunity Day | 2 |
| Outbound Roadshow | 3 |
| Inbound Roadshow | 6 |
| Conference Call | 9 |
| Company Visit | 42 |
