Practice 1: Roles and Responsibilities of the Board of Directors
The board will understand roles and must realize the responsibilities as a leader who has to supervise the organization to have a great management which includes as follows.
Determining objectives and goals.
Determining strategies, operation policies, as well as allocating the essential resources to achieve objectives and goals.
Monitoring, evaluating, and supervising the report of performance.
The board will supervise the company to bring at least the following governance outcomes.
Be able to be in the competition and have excellent business outcomes by considering the effects in long term.
Do the business ethically, be respectful and responsible for the shareholders and the stakeholders.
Be beneficial to society and develop or decrease the negative effects to the environment.
Be able to adjust under the changing factors.
However, the board will adhere to the following practice in order to supervise the company to bring the excellent governance outcomes.
1.2.1. The board will regard the ethics, and the environmental impacts importantly apart from the financial performance.
1.2.2. The board will behave as a role model of a leader who supervises the business in order to drive the ethical organizational culture.
1.2.3. The broad will create the policies for the directors, executives, and employees presenting the written operating principles and guidelines such as business ethics and so forth.
1.2.4. The board will ensure that the communication is made to provide the understanding to the directors, executives, and employees, as well as ensure that there are sufficient mechanisms to facilitate the implementation of the aforementioned policies, following up the performance, and reviewing policies and practices regularly.Practice 1.3
The board will ensure that the directors and the executive operate their works with duty of care and duty of loyalty. Moreover, the board will ensure that the operation is right according to the laws, regulations, and the resolutions of the shareholders' meeting as well as the defined policies or guidelines; additionally, those include the approval process of important operations such as investments, transactions that might impact the company significantly, transactions with connected persons, acquisition/ disposal of assets, dividend payment, and so on.
The board will understand the scope of duties and responsibilities of the board and define the assignment scope of duties and responsibilities to the Chief Executive Officer and the management section clearly, as well as monitor the operation of the Chief Executive Officer and the management section as assigned.
1.4.1. The board will establish the charters or policies on organizational governance of the board, presenting duties and responsibilities of the board in order to refer to the performance of all directors; moreover, the review of the aforementioned charter will be regularly arranged at least once a year, including regularly reviewing the division of roles and duties of the board, managing directors, and management section in order to correlate with the direction of the organization.
1.4.2. The board will understand the scope of their duties and assign the company management authority to the management section by making a written record. However, the aforementioned assignment does not release the duties and responsibilities of the board, the board still has to monitor the management section in performing duties as assigned. Moreover, the scope of duties and responsibilities of the board, managing directors, and management section might be separated as follows.
‘The matters that should be supervised to operate’ means the matters that are mainly under the board responsibilities to operate appropriately, however the board might assign the management section to propose the matters for consideration, including the following matters.
Defining objectives and goals in the business operation.
Establishing the ethical organizational culture as well as behaving as role models.
Supervising the structure and the board’s performance to be suitable with the achievement of objectives and goals of the business operation effectively.
Searching, developing, and determining the compensation, as well as evaluating the performance of the managing directors.
Defining the compensation structure that can motivate the personnel to work according to the objectives and goals of the organisation.
‘The matters that jointly operate with the management section’ means the matters that are jointly considered by the board, managing directors, and management section which the management section proposes to the board for approval. In this regard, the board will ensure that the overall policy is in relation to the objectives and goals of the business operation, as well as assign the management section to operate under the monitoring of the board and assign the management section to periodically report to the board as appropriate. The including matters are as follows.
Defining and reviewing the strategies, goals, and annual operating plans.
Monitoring the suitability and sufficiency of risk management system and internal control.
Determining the authority to operate, that is suitable with the responsibilities of the management section.
Determining the framework of resource allocation, development, and budget such as personnel management policy and plan, as well as the information technology policy.
Following up and evaluating the performance.
Ensuring that the disclosure of financial and non-financial information is reliable.
‘The matters that the board should not operate’ means the matter that the board will supervise in the policy level and assign the managing directors and the management sectors to be the main responsible person to operate, including the following matters.
Executing following the strategies, policies, and operating plans which has been approved by the board. However, the board should allow the management section to make decisions for the operation, procurement, recruitment, and so forth following the framework of defined policies, as well as monitoring the performance without interfering unless necessary.
The matters that are prohibited by the regulations such as approving transactions in which the directors have interests and so on.
Practice 2: Determine Objectives and Goals of the Company for the Sustainability
The board will define or supervise the company’s objectives and goals for sustainability; moreover, the objectives and goals are in accord with the value establishment for the company, clients, stakeholders, and overall society.
2.1.1. The board is responsible for supervising the company’s operation to have clear and appropriate objectives which can be used as key ideas for the business model, as well as to communicate with everyone in the organization to drive in the same direction together by arranging visions and values, principles and purposes, or other in the similar way.
2.1.2. To achieve the objectives and goals, the board will define the business model which can create the value to all the company, stakeholders, and overall society together with the consideration of the following.
The environment and the various changing factors, as well as the proper use of technology.
The needs of clients and stakeholders.
The readiness, the expertise, and the competitiveness of the company.
The objectives of establishing the company.
The essential clients of the company.
The ability to make profit or compete by creating value for the company and clients (value proposition).
The ability to hold the company in the long term under the various factors, opportunities, and risks which impact the company and the stakeholders.
2.1.3. The board will promote the organization’s values in the excellent organizational governance such as accountability, integrity, transparency, due consideration of social and environmental responsibilities, and so forth.
2.1.4. The board will promote the communication and strengthen the organization’s objectives and goals to be reflected in the decisions and operations of personnel at all levels until it becomes an organizational culture.
The board will ensure that the medium-term and/or annual objectives, goals, as well as the strategies of the company are agreeable with the achievement of the company’s major objectives and goals together with the proper and safe use of technology.
2.2.1. The board will supervise the arrangement of strategies and annual plans to be agreeable with the company’s objectives and goals by considering the company's environmental factors at the moment, as well as the opportunities and acceptable risks. Moreover, the board will also encourage to arrange or review the medium-term objectives, goals, and strategies for 3 to 5 years in order to ensure that the strategies and the annual operating plans are aware of the effects over the longer term and are still reasonably predictable.
2.2.2. To define the strategies and the annual operating plan, the board will ensure that the environment, factors, and various risks which can affect the stakeholders involved throughout the value chain, as well as the various factors that might affect the achievement of company’s goals are analysed by a mechanism that truly understand the needs of stakeholders.
Identify the methods, processes, and participation channels of communication channels between stakeholders and the company obviously in order to allow the company to access and receive the most accurate information about the issues or needs of each stakeholder group.
Identify the internally and externally relevant stakeholders of the company including individuals, groups of individuals, organizations such as employees, investors, clients, trade partners, communities, government agencies, regulators, and so on.
Identify the issues and the expectations of the stakeholders in order to analyse and classify such issues according to their importance and impacts which affect the entire company and the stakeholders in addition to select the important issues that will create value with stakeholders to operate to get the results.
2.2.3. The board will set the goals to be agreeable with the business environment and the company’s potential by considering both monetary and non-monetary to set the goals; additionally, the board will be aware of the risk of goal setting which can lead to illegal or unethical conducts.
2.2.4. The board will ensure that objectives and goals are passed on through the strategies and operating plans throughout the organization.
2.2.5. The board will ensure that the resources are allocated, and the operations are controlled appropriately; moreover, the board will follow up the operation of strategies and annual operating plan by arranging a person who is responsible for supervising and monitoring the operation.
Practice 3: Support the Productive Board of Directors
The board is responsible for defining and reviewing the board structure both in the terms of size of composition and proportion of independent directors which are appropriate and necessary to lead the organization to the set objectives and goals.
3.1.1. The board is responsible for ensuring that there are the directors, who have various qualifications in terms of skills, experience, competencies and specific characteristics, consisting in the board in order to ensure that the overall board contains the suitable qualifications being able to understand and meet the needs of the stakeholders. In addition, there must be at least one non-executive director who has experience in the business or industry in which the company operates.
3.1.2. The board will consider the suitable number of directors to be able to perform their duties efficiently, with the number of not less than 5 persons and not more than 12 persons.
3.1.3. The board will contain a proper proportion between executive directors and non-executive directors which can reflect the balance of the power, indicated as follows.
Most of the directors are non-executive directors who are able to express opinions on the operation of the management section freely.
The number and qualifications of independent directors is agreeable with the Securities and Exchange Commission and the Stock Exchange of Thailand. Moreover, the independent directors are supervised to be able to work with the whole board effectively as well as to be able to express the opinions freely.
3.1.4. The board will reveal the policies for defining the composition of the diverse board, reveal the directors’ information such as age, educational background, shareholding proportion, years of being a director, and the directorship in other listed companies on the annual report and company website.
The board will select the suitable person to be the chairman of the board and will ensure that the composition and operation of the board freely facilitates the use of consideration in decision-making.
3.2.1. The chairman of the board is an independent director.
3.2.2. The chairman of the board and the managing director have different responsibilities. the board will define the duties of the chairman of the board and the managing director clearly, not to give any person unlimited powers. The company will separate the person who holds the position of the chairman of the board from the person who holds the position of managing director.
3.2.3. The chairman of the board plays the leadership role of the board. The duties of the chairman of the board cover the following matters.
Supervising, and ensuring that the operation of the board is efficient, and achieve the objectives and goals of the organization
Ensuring that every director takes part in promoting an ethical organisational culture and good organization governance.
Setting the agenda for the board meeting in consultation with the Chief Executive Officer and having the measures to take care of the important matters to be included in the agenda of the meeting.
Allocating the sufficient time for the management section to present the sufficient issues for the directors to discuss thoroughly and encouraging directors to use their prudent discretions to express opinions freely.
Promoting good relations between executive directors and non-executive directors, and between the board and the management section.
3.2.5. The board will define the policy for the independent directors to hold the position for a continuous period of not more than nine years from the first date of being independent director. In the case that such an independent director is appointed to continue the position, the board will reasonably consider such necessity.
3.2.6. In order to allow the essential matters to be considered thoroughly, the board will appoint the sub-committees to consider specific issues, screen information, and propose the guidelines for consideration before proposing to the board for approval.
3.2.7. The board will ensure that the roles and duties of the board and sub-committees are disclosed in the terms of the number of meetings, the number of times each director attended the meetings in the past year, and the performance reports of the sub-committees of all teams.
3.3.1. The board will arrange the meeting to consider the criteria and the methods for recruiting qualified directors who provide the board with appropriate composition, knowledge and expertise, as well as reviewing their profiles before presenting to the shareholders' meeting to appoint directors. Apart from that, the company will inform the shareholders with sufficient information about the nominated persons for decision-making.
3.3.2. The board will review the criteria and the methods of directors’ recruitment before the selection of directors who complete their terms. In the case that the nominated persons are the former directors, the board will consider the performance of such directors.
3.3.3. In the case that the board has appointed any person to be an advisor to the board in the recruitment and compensation process, such advisor's information will be disclosed in the annual report, including independence or having no conflict of interest.
In proposing the board’s compensation to the shareholders for their approval, the board will consider the structure and compensation rate to be suitable for their responsibilities, motivating the board to lead the organization to achieve both short-term and long-term goals.
3.4.1. The board’s compensation will be agreeable with the long-term strategies of the company, scopes of accountability and responsibility, as well as the benefits which are expected to be received from each director, compared to the level practiced in the industry.
3.4.2. The shareholders must be the persons who approve the structure and rate of the board’s compensation in both terms of monetary and non-monetary. The board will consider each type of compensation to be appropriate. However, the fixed-rate compensation (such as regular compensation, and meeting allowance) and performance-based compensation of the company (such as bonus, and pension) are linked to the value the company establishes for the shareholders, but not in a level that is too high to only focus on short-term results.
3.4.3. The board will disclose the policy and criteria for determining directors' compensation that reflect the duties and responsibilities of each person, including the form and amount of compensation as well. However, the amount of disclosed compensation includes the compensation received by each director as a director of the subsidiary company.
The board is responsible for ensuring that all directors are responsible for performing their duties and allocating sufficient time.
3.5.1. The board will ensure that there is a mechanism to support the director to understand their roles and duties.
3.5.2. The board will define the criteria for holding directors' positions in other companies to consider the performance of directors who hold positions in many companies and to ensure that directors can devote sufficient time to perform their duties in the company by defining the number of listed companies in which each director will take a position to be suitable with the nature or business of the company.
3.5.3. The board will arrange the system for reporting the other positions of directors and disclose it to be notified.
3.5.4. In the case that the directors hold a position of director or executive, having direct or indirect interests in other businesses that have a conflict, or being able to use the opportunity or the company's information for their own benefits, the board must ensure that the company has adequate preventive measure, and inform the shareholders as appropriate.
3.5.5. Each director should attend not less than half of the total number of board meetings held in the year, unless there is a necessity.
The board is responsible for ensuring that there is a framework and mechanism for supervising policies and operations of subsidiaries (if any) and other businesses in which the company has significantly invested at an appropriate level for each business, including subsidiary company and other businesses that the company invested in to have the same correct understanding as well.
3.6.1. The board will determine the supervision policies for the subsidiary company (if any), including as follows.
The level of appointment of persons to be directors, executives or controlling persons of subsidiary companies will be appointed by the board. Additionally, if the company is a small company or operating arms of the company, the board might assign the managing directors to consider and appoint it.
Determining the scope of duties and responsibilities of the person representing the company according to (1) and allow the representative of the company to supervise the operations to be agreeable with the policy of the subsidiary companies. In the case that the subsidiary companies have other investors, the board will determine the policy for the representative to do the best for the benefits of the subsidiary companies and to be agreeable with the policy of the parent company.
The internal control system of the subsidiary companies are appropriate and concise enough, as well as the various transactions are legally operated and agreeable with the related guidelines
Disclosure of financial position, performance of transactions with connected persons, acquisition/ disposal of assets, other important transactions, capital increase, capital decrease, discontinuation of subsidiaries, and so forth.
3.6.2. If there is a significant investment in other businesses such as having 20% but not more than 50% of the common stock which has a right to vote, and the investment amount or additional investment that may be significant to the company, the board will ensure that there is a shareholders' agreement or other agreements to clarify the management power and participation in making decisions on the important issues in order to utilize the information for arranging the financial statements of the company with standards and deadlines.
The board will arrange the operating evaluation of the entire board and the individuals in order to review the performance, problems, and obstacles each year to be able to use the assessment results for developing and improving the operation in the various aspects.
The committee shall supervise the committee and each director have knowledge and understanding about the roles, duties, nature of business operations, and laws relating to business operation. As well as encouraging all directors to acquire skills and knowledge of their regular performance of duties.
3.8.1 The committee shall ensure that the persons newly appointed as members of the director are advised and have useful information for the performance of their duties. This includes an understanding of the objectives, main goals, visions, missions, corporate values, as well as the nature of the business, and company business practices.
3.8.2 The committee will ensure that the directors receive the necessary training and develop the necessary knowledge continuously.
3.8.3 The committee will understand the laws, rules, standards, risks, and environment relevant to the business operation and keep up-to-date information on a regular basis.
3.8.4 The committee will disclose information on the committee's ongoing training and knowledge development in the annual report.
The committee will ensure that the operations of the committee of directors are in a tidy manner, have access to the necessary information, and have a company secretary with the necessary knowledge and experience to support the committee's operations.
3.9.1 The committee will manage meetings and agenda of the committee meetings in advance so that directors can schedule a time and attend meetings.
3.9.2 The number of committee meetings will be considered to suit the duties and responsibilities of the committee and the nature of the company's business operations, but not less than four (4) times a year.
3.9.3 The committee shall ensure that there is a mechanism for each committee member. The management team is also free to propose matters that are beneficial to the company on the agenda of the meeting.
3.9.4 Meeting documents will be sent to the directors at least seven (7) days before the meeting date. Except in the case of urgent need to preserve the rights or benefits of the company, the meeting may be informed by other methods and the meeting date may be set earlier.
3.9.5 The committee will encourage the committee chairman to invite senior executives to the committee meeting in order to provide more detailed information as it directly relates to the problem and to have opportunities to know the senior executives for use in consideration of succession plans.
3.9.6 The committee will have access to additional necessary information from the committee chairman, company secretary, or other executives who have been assigned within the scope of the policy. And if necessary, the committee may arrange independent opinions from external advisors or professionals, considered as the expense of the company.
3.9.7 The committee may consider stipulating a policy that the non-executive directors have an opportunity to hold meetings among themselves as necessary to discuss management issues of interest without the participation of the management, by informing the committee chairman of the meeting result.
3.9.8 The committee will determine the qualifications and experience of the appropriate company secretary to perform the duties of providing advice on legal and regulatory matters that the committee must know. Also, oversee the management of committee meeting documents, important documents, and activities of the committee, including coordinating the implementation of the resolutions of the committee.
3.9.9 The company secretary will train and develop knowledge on an ongoing basis that will benefit the performance of duties and in the case of a certified program, the company secretary will attend such training course.
Rule 4: Recruiting and developing senior executives and personnel management
The committee will ensure that the managing directors and senior executives are nominated and developed to have the knowledge, skills, experience, and characteristics necessary to drive the organization towards its goals.
4.1.1 The committee will consider or assign the nomination and remuneration committee to consider the criteria and methods for selecting suitable persons to hold the position of managing directors.
4.1.2 The committee will monitor the managing directors to ensure that there are appropriate high-level executives, at least the committee or the nomination and remuneration committee will work with the managing directors to consider the criteria and methods in recruiting and appointing a person who approves the person proposed by the Managing Director to be the senior executive.
4.1.3 To ensure business continuity, the committee will supervise a succession plan in order to prepare for the succession of the managing directors and senior executives.
4.1.4 The committee will promote and support the managing directors and high-level executives to receive training and development in order to increase their knowledge and experience that is beneficial to their operations.
The committee, with the recommendation of the nomination and remuneration committee, will oversee the setting up of an appropriate compensation structure and evaluation.
4.2.1 The committee, with the recommendation of the executive committee, will set up a compensation structure that motivates executives and employees at all levels to perform their duties in accordance with the objectives and main goals of the organization and in accordance with the interests of the company in the long term.
4.2.2 The committee will consider and approve the criteria and factors for performance evaluation. As well as approve the compensation structure of the senior executives and follow up for the managing directors to evaluate the senior executives in accordance with the said assessment principles.
The committee will understand the structure and relationship of shareholders that may affect the management and operation of the company.
4.3.1 The committee will understand the structure and relationship of shareholders. This could be in the form of an agreement within the family affairs, whether in writing or not. The shareholder agreement or policies of the holding companies’ group affect the management of the company.
4.3.2 The committee shall ensure that the agreement as specified in 4.3.1 is not an obstacle to the performance of the duties of the committee, such as having a suitable person to inherit the position.
4.3.3 The committee will ensure that information is disclosed in accordance with the agreements that affect the control of the company.
The committee will monitor the management and development of personnel to have appropriate knowledge, skills, experience, and motivation.
4.4.1 The committee shall ensure that human resource management is in line with the direction and strategy of the organization. Employees at all levels have appropriate knowledge, skills, motivation, and are treated fairly to retain the organization's competent personnel.
4.4.2 The committee shall oversee the establishment of a provident fund or other mechanisms to ensure that employees have sufficient savings to support retirement. As well as supporting employees to have knowledge and understanding of money management, choosing an investment policy according to the age range and risk level.
Rule 5: Responsible business operation
The committee focuses on importance and support to operations that create value for the business while creating benefits for customers or related parties and having social and environmental responsibility.
5.1.1 The committee focuses on the importance of organizational culture and ensures that the management takes part in the strategy review, planning, development, improvement of operations, and monitoring of operations.
5.1.2 The committee will promote action to add value to the company according to the ever-changing environmental factors, which may cover business model, way of thinking and perspective in product design and development, research, improvement of production processes and work processes, including cooperation with partners.
The above operations should be taken to create mutual benefits for the company, customers, business partners, society, and the environment. Also, does not encourage abusive behavior and activities that are illegal or unethical.
The committee will monitor and supervise the management to conduct business with social and environmental responsibility. And reflected in the operational plan to ensure that all parties of the organization act in accordance with the objectives, main goals, and strategic plans of the company.
5.2.1 The committee will ensure that there is a mechanism to ensure that the operation of company business is responsible for society and the environment, does not violate the rights of stakeholders, in order to guide all parts of the organization to achieve its objectives and main goals with sustainability. By preparing a business ethics policy to cover the following matters.
(1) Responsibilities to employees and workers by performing in accordance with relevant laws and standards and treating employees and workers fairly and respecting human rights, such as fair compensation and benefits, welfare arrangements not less than those prescribed by law, or rather than as appropriate. In addition, health and safety at work, training in education, develop potential, and promote progress, as well as provide opportunities for employees to develop their working skills in other areas.
(2) Responsibility to customers by complying with relevant laws and standards and taking into account health, safety, and fairness. Retention of customer information, after-sales service throughout the product and service span of life, monitoring and measuring the satisfaction of customers for the improvement of products and services. Including advertising, public relations, and promotions must be performed responsibly without misleading or exploiting customers' misunderstandings.
(3) Responsibility to business partners through the procurement process and fair contract or agreement terms. Helping to educate, develop potential, and enhance the ability of production and service to meet standards. Clarify and supervise partners to respect human rights and treat their workers fairly. Responsible to society and the environment, including monitoring, auditing, and evaluating business partners for sustainable business development.
(4) Responsibility towards the community by bringing knowledge and business experience to develop projects that can concretely benefit the community. Long-term progress and success are monitored and measured.
(5) Environmental responsibility by preventing, reducing, managing, and ensuring that the company does not create or cause any negative impact on the environment. This covers the use of raw materials, energy use, water use, renewable resource use, the release and management of waste arising from doing business, greenhouse gas emissions, etc.
(6) Fair competition by operating business in disclose, reveal, and not creating an unfair competitive advantage.
(7) Anti-corruption by complying with relevant laws and standards and requiring the company to have and publicly announce the anti-corruption policy. The company may consider joining the anti-corruption network, including supporting other companies and partners, and announcing the anti-corruption policy, including joining as a network partner.
The committee will monitor the management to allocate and manage resources efficiently and effectively in order to achieve sustainable objectives and main goals.
5.3.1 The committee recognizes the need for resources to be used, as well as being aware that the use of each type of resource affects each other.
5.3.2 The committee is aware that different business models have different effects on resources. Therefore, in deciding on a business model, take into account the impact and cost-effectiveness that will occur on resources while still on the basis of ethical conduct, be responsible, and create sustainable value for the company.
There are at least four types of resources that companies consider: financial capital, human capital, social and relationship capital, and natural capital.
The committee will establish a corporate governance and management framework for information technology that is in line with the needs of the company. It also ensures that information technology is used to increase business opportunities and improve operations, including risk management. So that the company can achieve its objectives and main goals.
5.4.1 The committee will establish a policy on the allocation and management of information technology resources. This includes allocating sufficient resources for business operations and setting guidelines to accommodate in case of insufficient allocation of resources as specified.
5.4.2 The committee shall oversee the organization's risk management to include risk management of information technology.
5.4.3 The committee will make a policy and measure the security of the information system. The corporate IT supervision and management framework are as follows:
(1) The company has complied with laws, regulations, and standards related to the use of information technology.
(2) The company has a data security system to maintain confidentiality, integrity, and availability, including preventing information from misuse or unauthorized alteration of information.
(3) The company considers information technology risks and has measures to manage such risks on various sides, such as business continuity management, incident management, asset management, etc.
(4) The company has considered the allocation and management of information technology resources by specifying criteria and factors in determining the priorities of the information technology work plan, such as suitability and alignment with the strategic plan, impact on business operations, the urgency of use, budget and human resources in information technology, and consistency with the business model, etc.
Rule 6: Ensure that there are appropriate risk management and internal control system
The committee ensures that the company has a risk management and internal control system to achieve its objectives effectively and that relevant to related laws and standards.
6.1.1 The committee understands the major risks of the company and approves acceptable risks.
6.1.2 The committee will consider and approve the risk management policy that is consistent with the objectives, main goals, strategies, and acceptable risks of the company for the framework of the risk management process for everyone in the organization to be in one direction. The committee will give priority to early warning signs and ensure that the risk management policy is reviewed regularly.
6.1.3 The committee shall ensure that the company identifies risks by considering both external and internal factors that may cause the company to fail to achieve the specified objectives.
The main risks that the committee will focus on may be divided into strategic risk, operational risk, financial risk, and compliance risk, etc.
6.1.4 The committee will ensure that the company has assessed the impact and possibility of the identified risks in order to prioritize the risks and have appropriate risk management methods.
6.1.5 The committee may assign the audit committee to screen items 6.1.1– 6.1.4 before proposing to the committee for consideration.
6.1.6 The committee will regularly monitor and evaluate the effectiveness of risk management.
6.1.7 The committee is responsible for ensuring that the company operates its business in accordance with the relevant laws and standards, both local and international.
6.1.8 In the case that the company has subsidiaries or other businesses that the company has significantly invested (for example, having a percentage of shareholding with the right to vote from 20 percent but not more than 50 percent), the committee will take part in the assessment of internal control system and risk management as part of the consideration under 6.1.1-6.1.7.
The committee will establish an audit committee capable of performing duties efficiently and independently.
6.2.1 The committee will arrange for an audit committee consisting of at least 3 directors, all of whom must be independent and have qualifications and duties in accordance with the rules of the Securities and Exchange Commission and the Stock Exchange of Thailand.
6.2.2 The committee will set the duties of the audit committee in writing, with at least the duties specified in the charter of the audit committee.
6.2.3 The committee will ensure that the company has a mechanism or tool to enable the audit committee to access information necessary for the performance of their assigned duties, such as allowing the audit committee to call relevant persons to provide information. Consultation with the auditors or seeking independent opinions from other professional advisors to be considered by the audit committee.
6.2.4 The committee will arrange for a person or department of internal audit that are independent in performing their duties to be responsible for developing and reviewing the efficiency of the risk management and the internal control systems. Then, report to the Audit Committee and disclose the review report in the annual report.
6.2.5 The audit committee must comment on the adequacy of the risk management and internal control systems and disclose them in the annual report.
The committee will monitor and handle conflicts of interest that may arise between the company and the management, the committee, or shareholders. This includes the prevention of improper use of the company's assets, information, and opportunities, and improper transactions with those connected to the company.
6.3.1 The committee will supervise the information security system. This includes the formulation of policies and procedures in confidentiality, integrity, and availability of information, as well as market-sensitive information. In addition, the committee will ensure that the directors, senior executives, and employees, as well as relevant third parties such as legal advisors and financial advisors in compliance with the information security system as well.
6.3.2 The committee will ensure management and monitoring of transactions that may lead to conflicts of interest. Including ensuring that there are guidelines and procedures to make such transactions comply with the operating and disclosure procedures as required by law. It is also for the benefit of the company and the shareholders as a whole, which the stakeholders should not be associated with in decision-making.
6.3.3 The committee will arrange for the directors to report their interests at least before considering the agenda of the committee meeting and recorded in the committee meeting report. The committee shall oversee the directors who have significant interests in a manner that may prevent such directors from expressing their independent opinions and refrain from participating in the meeting for consideration on that agenda.
The committee will ensure that the anti-corruption policy and clear anti-corruption practice and communicated at all levels of the organization and to outsiders so that it can be practiced. Including support for activities that promote and cultivate in all employees to comply with relevant laws and regulations.
The committee will supervise the company to have a mechanism for receiving complaints and to take action in case of whistleblowing.
6.5.1 The committee shall supervise the establishment of a mechanism and a management process, stakeholder complaints, and ensuring that there is more than one channel for receiving complaints. Including disclosing the channels for receiving complaints on the website or the annual report.
6.5.2 The committee will ensure that there are clear policies and guidelines in case of whistleblowing. There will be channels for whistleblowing via E-mail of the company or through independent directors or audit committee of the company. There is also a process for reviewing performance data and reporting to the committee.
6.5.3 The committee shall ensure that there are appropriate protective measures for whistleblowers who report clues in good faith.
Rule 7: Maintain financial credibility and disclosure of information
The committee is responsible for ensuring that the financial reporting system and the disclosure of important information are correct, adequate, timely, in accordance with relevant rules, standards, and practices.
7.1.1 The committee shall ensure that personnel involved in the preparation and disclosure of information have knowledge, skills, and experience suitable for their duties and responsibilities, and there are enough numbers. The aforementioned personnel includes the chief executive officer of the accounting and finance department, accountants, internal auditors, company secretary, and investor relations.
7.1.2 In approving the disclosure of information, the committee shall take into account relevant factors, in the case of financial reports, at least the following factors will be considered.
(1) Evaluation of the adequacy of the internal control system
(2) The auditor's opinions on the financial reports and the auditor's observations on the internal control system, including the auditor's observations through other communication channels (if any)
(3) Opinions of the audit committee
(4) Consistency with the objectives, main goals, strategies, and policies of the company
7.1.3 The committee will ensure that the disclosure of information, including the financial statements, annual report form 56-1, adequately reflect the financial status and operating results. It also encourages the company to prepare management discussion and analysis (MD&A) for the disclosure of the financial statements every quarter. This is to provide investors with better information and understand the changes that occur to the financial position and operating results of the company in each quarter, in addition to the numbers in the financial statements alone.
7.1.4 In the case that any disclosure involves a particular director, such director will also ensure that the disclosure of his or her part is complete and accurate, such as information on the shareholders of their group, disclosure in relation to the shareholders’ agreement of their group.
The committee will monitor the sufficiency of financial liquidity and debt servicing ability.
7.2.1 The committee shall ensure that the management has monitored and assessed the company's financial status and reported to the committee on a regular basis. The committee and the management are encouraged to find a solution as soon as possible if there are signs of financial liquidity problems and debt servicing ability.
7.2.2 In approving any transaction or proposing an opinion to the shareholders' meeting for approval. The committee will ensure that such transactions will not affect the continuity of business operations, financial liquidity, or debt servicing ability.
In the condition that the company has financial problems or is likely to have problems, the committee will ensure that the company has a plan to fix the problem or there are other mechanisms to resolve financial problems under consideration of the rights of stakeholders.
7.3.1 In the case that the company is likely to be unable to pay debts or has faculty financial problems.
7.3.2 The committee will supervise the company to formulate a financial problem resolution plan, taking into account fairness to stakeholders, including creditors, as well as following up on problem-solving by having the management report on its status regularly.
7.3.3 The committee will ensure that any decision-making in resolving the company's financial problems by any methods is reasonable.
The committee will consider the preparation of sustainability reports as appropriate.
7.4.1 The Committee will consider the appropriateness of disclosing information of Legal compliance, Compliance with the Code of Conduct, Anti-Corruption Policy, Treatment of Employees and Stakeholders which includes Treating compliance fairly and respect for human rights. Including social and environmental responsibility and consider about the nationally or internationally recognized reporting framework, so that the Information may be disclosed in the annual report or may be prepared as a separate book as appropriate for the company.
7.4.2 The Committee ensures that disclosures are important and reflect the compliance that will lead to the creation of sustainable value for the company.
The committee will supervise the management to establish a unit or person in charge of the investor relations that is responsible for communicating with shareholders and other stakeholders such as investors and analysts to be appropriate, equal and timely.
7.5.1 The committee will establish a Communication Policy and Disclosure Policy to ensure that Communication and Disclosure of information to third parties is appropriate, equitable, timely, using appropriate channels. Protect confidential information and information that affects securities prices. Including communication to understand with the whole organization in the implementation of the above policy.
7.5.2 The committee will establish a person responsible for providing information to third parties which is a person who is suitable for performing duties, understand the business of the company including objectives, main goals, values, and able to communicate well with the capital market.
7.5.3 The committee will ensure that the management assign the direction and supports the side work of the correlator, such as organizing the principles of compliance in providing information, managing information, as well as clearly defining the position and importance of business relations to provide education and efficient disclosure of information
The committee will arrange for the use of technology to disclosure.
7.6.1 In addition to the disclosure of information according to the specified criteria and through the channels of the Stock Exchange of Thailand, the committee will consider the disclosure of information in both Thai and English through other channels as well, such as the Company's website by doing so regularly Along with presenting up-to-date information
However, the company will disclose at least the following information on the Company's website.
(1) Company vision and values
(2) Nature of business operation of the company
(3) List of committee and Executives
(4) Current financial statements, reports on financial status and operating results and the information of the previous year
(5) 56-1 form and annual report that can be downloaded
(6) Any other information or documents presented by the company to analysts, fund managers or other media
(7) direct and indirect shareholding structure
(8) Company group structure that includes subsidiaries, associates, joint ventures and special purpose enterprises / vehicles (SPEs / SPVs).
(9) A group of major shareholders, both directly and indirectly, holding shares of 5 percent of the total number of shares sold and having voting rights.
(10) Direct and indirect shareholding of directors, major shareholders, chief executives
(11) Invitation to the Ordinary and Extraordinary General Meeting of Shareholders
(12) Articles of association, Memorandum of Association
(13) Corporate governance policy of the company, Anti-Corruption Policy, Information Technology Security Policy and Risk management policies
(14) Charter or duties, responsibilities, qualifications, term of office of the Committee, including matters requiring the Committee's approval, Charter or duties, responsibilities, qualifications, term of office of the Audit Committee and the Nomination and Remuneration Committee
(15) Code of business ethics
(16) Contact information or complaints or the person in charge of the investor relations, Company secretary, such as the name of the person who can provide information, phone number and E-mail
Rules 8: Encourage participation and communication with shareholders.
The committee will ensure that Shareholders participating in the important decisions of the company.
8.1.1 The committee will take care of the important matters both in issues stipulated in the law and issues that may affect the direction of the Company's operations have been reviewed and / or approved by the shareholders. Such important matters are included in the agenda of the Shareholders meeting.
8.1.2 The Committee will support the participation of shareholders such as
(1) Arrange criteria for minority shareholders to propose additional agenda prior to the date of the Shareholders meeting. The Committee will consider including the matters proposed by the shareholders as the agenda of the meeting. In which case the committee rejects the matters proposed by the shareholders on the agenda. The committee must inform the Shareholders meeting of the reasons of rejecting
(2) Criteria for minority shareholders to nominate persons for the position of directors
However, the committee will ensure that the guidelines are disclosed to shareholders in advance.
8.1.3 The committee will ensure that the notice of Shareholders meeting contains correct, complete and sufficient information for exercising shareholders' rights.
8.1.4 The committee will ensure that the invitation letter of the Shareholders meeting together with related documents is sent and published on the company website at least fourteen (14) days before the meeting date.
8.1.5 The committee will allow shareholders to submit questions prior to the meeting date. By setting rules for submitting questions and published the aforementioned criteria on the company's website as well
8.1.6 The invitation letter of the Shareholders meeting and all relevant documents will be prepared in English and published along with the Thai version.
However, the invitation letter of the Shareholders meeting is consisting of the following text.
(1) Date, time and place of the Shareholders meeting
(2) The agenda of the meeting, specifying whether it is an agenda for acknowledgment or for approval. Including clearly divided into matters such as in agenda relating to directors, there were separate matters on the election of directors and approval of the directors' remuneration for each agenda item.
(3) Objectives and reasons and the opinion of the committee on each agenda item proposed, which includes
Agenda for dividend payment approval - dividend payment policy, Proposed dividend rate including reasons and supporting information. In the event of an offer to refrain from paying dividends, shall explain the reasons and information.
Agenda for appointment of directors - specify name, age, education and work history, number of listed companies and general companies holding director positions, criteria and recruitment methods, type of director proposed and in the event that the name of the former director to be re-elected, specify the attendance information in the past year and the date of appointment as the Company's director
Agenda for Directors' Remuneration Approval - Policy and criteria for determining remuneration for each director position and remuneration for all types of directors, both in monetary form and other benefits
Agenda for Appointment of Auditors - Name of Auditors, Affiliated company, Work experience, the independence of the auditor., Audit fees and other service fees
(4) Proxy form in accordance with the form prescribed by the Ministry of Commerce.
(5) Other supporting information such as voting procedures, counting and notification of votes, the right of each type of the share to vote, Information of independent directors proposed by the company as a proxy for shareholders, documents required by shareholders to present before attending the meeting, documents for proxy and a map of the meeting venue, etc.
The committee will ensure that the operations of the Shareholders meeting are neat, transparent, efficient and allows shareholders to exercise their rights
8.2.1 The committee will assign the date, time and place of the meeting with regard to the convenience of Shareholders meeting attendance, such as appropriate and sufficient meeting times for discussion, meeting place that is convenient for traveling, etc.
8.2.2 The committee shall ensure that no action is taken that is to limit the opportunity to attend the meeting or create excessive burdens for shareholders, for example, not requiring the shareholders or proxies to bring more documents or evidences than those specified in the guidelines of the relevant regulators.
8.2.3 The committee will encourage the use of technology in the Shareholders meeting either in shareholder registration, score counting and displaying results. So that the meeting can be done quickly, accurately and precisely.
8.2.4 The Chairman of the Committee presides over the Shareholders meeting and has the duty to oversee the meeting in accordance with the law, relevant rules and the Company's Articles of Association, organized allocate appropriate time for each agenda as specified in the notice of the meeting. The shareholders were given an opportunity to express their opinions and ask questions at the meeting on matters related to the Company.
8.2.5 For the shareholders can take part in making decisions on important matters. Directors as attendees and as shareholders, are not encouraged to add unnecessary agenda that are not informed in advance. Especially important agenda that shareholders have to take time to study information before making a decision.
8.2.6 Encourage all directors and relevant management to attend the meeting so that shareholders can ask relevant questions
8.2.7 Before the start of the meeting, the company shall inform the shareholders of the number and proportion of the shareholders attending the meeting in person and the shareholders who grant a proxy, meeting method, voting and counting of votes
8.2.8 In the event that there are many items in any agenda, the chairman of the meeting will arrange a resolution for each item, for example, the shareholders exercise their right to appoint each director individually in the agenda of appointment of the director.
8.2.9 The committee will encourage the use of ballot papers on the important agenda and encourage independent persons to count or examine the votes in the meeting and disclose the voting results that agree, disagree and abstain. In each agenda, the meeting acknowledged and recorded it in the reports of the meeting.
The committee will ensure that the disclosure of the meeting resolutions and preparation of the reports of the Shareholders meeting are correct and complete.
8.3.1 The committee will ensure that the company discloses the resolution of the Shareholders meeting together with the voting results within the next business day, through the news system of the Stock Exchange of Thailand and on the Company's website
8.3.2 The committee will ensure the delivery of a copy of the reports of the Shareholders meeting to the Stock Exchange of Thailand within fourteen (14) days from the Shareholders meeting.
8.3.3 The committee will ensure that the reports of the Shareholders meeting record at least the following information:
(1) List of directors and management who attend the meeting and the proportion of directors who attended the meeting and did not attend the meeting
(2) Voting and counting methods, meeting resolutions and voting results (agree, disagree, abstain) of each agenda
(3) Issues, questions and answers at the meeting Including the first-last name of the questioner and the respondent