Corporate Governance Policy
The Company has realized the importance of good corporate governance and its contribution to achieving excellent performance, sustainable growth, and gaining confidence amongst the shareholders, investors and all concerned parties. As such, the Company is determined to strictly conduct business in accordance with the principles of good corporate governance, laws and regulations of Securities and Exchange Commission (SEC) and Securities Exchange of Thailand. Therefore, the Company has continuously encouraged its management and employees to acknowledge the Company’s Code of Conduct and strictly put into practice.
The Company has announced Corporate Governance Policy to all directors, managements and employees to put into practice in order to foster strong corporate governance culture among managements and employees. The Company also educate good governance practices as well as code of conducts to employees and include corporate governance development in annual action plan so its business practice should be in line with the good corporate governance set by The Stock Exchange of Thailand. Its main content can be divided into 5 sections as follows:
Section 1 Shareholders’ Rights
The Company realizes and gives importance on the rights of shareholders by giving equitable treatment to the shareholders and encourages the shareholders to fully exercise their rights such as rights to buy, sell and transfer shares that the person is holding, rights to receive the information of the Company or operating performance, right to receive dividend from the Company, rights to attend the shareholders’ meeting, rights to express opinion, rights to make decision on the Company’s important matters or assign the proxy in case that they cannot attend the meeting by themselves.
- Delivering meeting notices prior to the meeting in compliance with the related laws or regulations of Securities and Exchange Commission (SEC) and Security Exchange of Thailand (SET). The notices are available in Thai and English, together with details of agenda, objective of each agenda, Board of Directors’ opinion and accompanying documents supplementary detailing rights of the shareholders to attend the meeting, and rights to vote for resolution of the shareholders’ meeting, the documents required to present for meeting registration that use bar-code scanning. Posting such information on company’s website at least 30 days prior to the mailing and advertising the notice in daily newspaper for 3 consecutive days prior to the meeting at least 14 days.
- For those shareholders who cannot attend the meeting in person, they can appoint proxies or delegate their votes to any company’s independent director in attendance by filling in the proxy form which is attached along with the meeting notices.
- Prior to the meeting, the shareholders can send their views, opinions, recommendations or questions to the Company. Moreover, the Company gives opportunity to shareholders to propose the additional agenda and nominate candidates for the election of directors prior to the meeting. The Company also set the communication channels for investor contact via the Stock Exchange of Thailand and the Company’s Investor Relations Website.
- During the meeting, the Company will provide adequate time for all attendants to express opinions or recommendations and ask questions freely before voting. The Chairman and the management are to address and answer all questions clearly and precisely. All these will be recorded with written summary in the minutes of the meeting.
- After the meeting the Company will provide the complete and accurate minutes of the meeting in both Thai and English, include full information of directors attending the meeting, details of question-and-answer session, voting method, detailed results of the votes in each agenda. The Company will disclose such minutes of the meetings via the Stock Exchange of Thailand and the Company’s Investor Relations Websites within 14 days after the meeting.
Section 2 Equitable Treatment of Shareholders
The Company has a policy to treat every shareholder equally and fairly especially minority shareholders, for example, they are entitled to propose or add meeting agenda items prior to the meetings and nominate directors. The Company delegates independent directors to take responsibility for them; therefore, they can express opinion or recommendations through those directors to deliberate agenda items that could be useful to the Company. As for the agenda, the Company should not add an agenda item without notifying the shareholders in advance, especially the one that the shareholders need special time to deliberate.
The Company has policy for the equal access to the information and set the policy regards the Use of Internal Information which describes in this annual report, section “Supervision on the Use of Internal Information”.
- Insider Trading Policy
The Company has applied “Insider Trading Policy” effectively on November 13, 2019 to ensure the Company hold the equitable and transparent treatment as well as build the confidence to Shareholders in compliance with the criteria set by laws and regulations for the securities which are registered in the Stock Exchange of Thailand (“SET”) and governed by the Securities and Exchange Commission (“SEC”), enforce the Company’s Board of Directors, Executives and Employees to prohibit the unauthorized disclosure or misuse of any “Inside Information” for their own benefit in securities trading or create damage to the overall Shareholders, as well as to comply with the Securities and Exchange Act B.E. 2535 (1992), governing the prevention of unfair securities trading practices and embed “Non-Disclosure of Inside Information” in the organization culture.
Investor Relation Division shall review this Policy annually with the Executives and further request the Nomination, Compensation and Corporate Governance Committee and Board of Directors for approval in case of any changes in this Policy.
In addition, the Company has assigned the director to disclose their trading and holding status of the Company’s securities quarterly to the Board of Directors’ meeting.
Section 3 Roles of the Stakeholders
The Company has placed importance on the stakeholders’ rights and interests, both inside and outside the Company that are customers, business partners, competitors, creditors, government, community and other concerned agencies. We also realized that the support we’ve received from our stakeholders will help boost our competitive potential and bolster our profits, thus fostering long term success to the Company. The Company has set Corporate Governance Policy and Code of Conducts for managements and employees to strictly put into practice.
The Company is committed to be a qualified representative in running commercial business for the long-term profits and sound returns for the shareholders. We are committed to transparently disclose reliable information to the public. The Company should prudently manage risks and regularly review the risk mitigation measures.
The Company is committed to create highest customers’ satisfaction and foster healthy relationship based on mutual benefits through offering value added services at fair prices. We are committed to promptly respond to customers’ complaint, as defined in the Company’s Code of Conduct. Aside from that, we fully and adequately disclose our product and service information and provide consultation service so the customers would understand and utilize them effectively. We also fully cooperate with our customers in problem solving process to minimize negative impact and in product development procedure to foster sustainable business. Moreover, we regularly conduct customer’s satisfaction survey and provide convenient communicating channel for customers to send inquiries or submit suggestions and complaints, as well as provide proper security for data records.
The Company considers fairness and committed to agreements, term of payments and mutual benefit between business partners. Therefore, the Company treats business partners on the same footing, based on regulated laws and business agreement and fairly select business partners by forbidding all employees from accepting benefits or gifts that may influence unfair business treat to any business partners.
The Company supports fair and free competition policy within the scope of laws and business ethics. The company prohibit employees to disclose confidential information of competitors that violate laws, contract or any confidentiality agreements.
The Company strictly complies with all terms and conditions of financial obligations and properly manage financial risks to ensure good financial position and ability to repay debt to creditors throughout the contracts.
The Company fully supports its personnel’s potential development and provides fair employment term as well as good and safe work environment.
The Company has the remuneration policy to reward the employees by performance in accordance with the Company’s performance both short and long term by applying the Balanced Scorecard (BSC) and Key Performance Index (KPI) both corporate and divisional levels which will designate the raise in yearly salary and bonus payment in each year including the consideration in longer term of proposal to issue Employee Stock Ownership Plan (ESOP) and Employee Joint Investment Program (EJIP) and etc.
The Company strictly complies with the laws and regulations of the concerned agencies.
Community, social, environment, occupational health and safety
The Company attached utmost importance to natural resources, energy conservation and preserve the environment and be responsible for the community as a whole. Not only that, the Company also gives full support to the community’s activities, including those living in the neighborhood of the Company’s office. We train employees to be responsible to community, social and environment and set the policy on safety, occupational health, safety and environment that we put importance to the prevention of accident related to company’s activities and services. The Company also mapped out the efficient plan to deal with emergency matters and participate in the drills frequently.
Moreover, the Company has placed the lives and health of all employees as highest importance. Developing attitudes and behaviors in the workplace with safety is recognized as one of the important things for the employees’ career. It is necessary for all employees to always be careful about safety and strictly comply with the law on safety, occupational health and working environment.
In order to conduct safety operation effectively, the Company has issued the guidelines for all employees to follow correctly, which is beneficial to not only their safety and health but also the Company as a whole. In general, the Company’s policy has been defined as follows;
- The safety in work is the duty of all employees at all levels to cooperate collectively to ensure safety for each person and colleagues.
- Supervisors must be good models for their subordinates to work with safe methods.
- The Company supports for project plan and various safety activities to enhance awareness and positive attitude to working safety.
- The Company aims to provide all employees for being good quality of working in terms of health and working environment.
- The Company supports all employee to have a good mental health and physical strength.
- The Company supports to improve the working environment that is conductive to safe operation and good hygiene.
- The Company encourages all employees to provide quality services with regard to the environment
The statistics of Accident Occurrence, Injury Frequency Rate and Injury Severity Rate are as follows
|No. of accidents occurred||0||0||0|
|Injury Frequency Rate (IFR)||0||0||0|
|Injury Severity Rate (ISR)||0||0||0|
In order to ensure the safety and environment of our operations. The company has provided training courses for employees to increase skills and knowledge about safety at work as follows;
- In-house trainings are courses conducted for compliance with Safety, Health and Environment law every year.
- Occupational Safety and Working Environment course is conducted for employees to gain knowledge and understanding about work safety.
- Basic Fire Fighting course is conducted for practice on using fire extinguishers to reduce loss and violence in the event of a fire.
- First Aid course is conducted for enabling employees to provide first aid to injured or emergency patients.
- 2. Public trainings
- MEA license course is assigned for employees who work on MEA electricity poles to gain knowledge and understanding in working on the communication lines of the Metropolitan Electricity Authority safely.
- PEA license course is assigned for employees who work on electricity poles to know and comply with the regulations of the PEA and have the safety skills in the operation.
Moreover, the Company has encouraged all employees to utilize the resources efficiently and reduce environmental factors by launching the project, namely “Change Carbon to oxygen, fill the breath for the community” which is carried out concurrently both the internal and external organization. The objective is to promote everyone to participate in the correct separation of waste and reduce the use of plastic as follows;
- Sorting waste into correct categories
- Internal organization, the Company organized a troop walk campaign to educate employees about waste separation every month. Recycling bins were placed in front of the office to encourage employees to emphasize on the proper disposal of wastes.
- Outside organization, the Company supported recycling bins located in the Sun Tower building and Sun Plaza Market as well as conducting a public relation campaigns on 24 October 2019
Each month the Company brings plastic wastes that can be collected to sell and bring money to buy trees to plant in Chatuchak park to increase the oxygen in the air.
- Reducing the use of plastics
- Internal organization, every month the Company organizes the activities along different key dates and provides plastic containers for the employees to have food, snacks and beverages from the Company’s activities. Currently, the Company has changed the behavior of employees to bring their own containers to receive food and beverages.
- Outside organization, the Company provides the troop walk to promote this project at Sun Tower Building and Sun Plaza Market and dispensing 1,000 fabric bags to people, interested in using them instead of plastic bags.
- Reducing the paper and printing
The Company has applied the technology to reduce printing papers such as Work Flow Management approval, e-reports and etc.
Mechanism of Participation for Stakeholders
The Company provides a channel for all stakeholders e.g. shareholders, customers, community to express ideas, recommendations or ask questions. The stakeholders can submit their concerned issues by mail to :
Symphony Communication Public Company Limited
123 Suntowers Building B, 35th – 37th Floor,
Vibhavadee Rangsit Road., Chomphon, Chatuchak, Bangkok 10900 or
Telephone: 66-2-101-1111, Fax: 66-2-101-1133 or through the Company’s website, www.symphony.net.th in which the contact person for each department and communication channels have already been specified.
In case the stakeholders would like to report misconduct or complaint over illegal acts, fraud, negligence of directors, managements, staff, incorrect financial disclosure, or deficiency of internal control, they can directly submit their concerns to Board of Directors or Audit Committee by above mailing address or email email@example.com The Board of Directors will treat such information seriously and will maintain utmost confidentiality. If the misconduct is founded, the Board will prudently resolve in due time.
Section 4 Disclosure of Information and Transparency
The Company’s Board of Directors has placed importance on correct, accurate, transparent and timely disclosure of information, both in terms of financial report and general information, in compliance with the regulations set by Securities and Exchange Commission and Securities Exchange of Thailand. This includes other crucial information that might affect the Company’s share price and the decision of investors and stakeholders. Therefore, the Company’s Board of Director has assigned the Audit Committee to audit the quality of our financial report and internal control system and disclose adequate information in the notice attached with the Company’s financial statement and report it to the Board of Directors. The Company disseminates information to shareholders, investors and public through numerous channels such as SET and the Company’s website, in order that all shareholders can get equal access to such information
The Company realizes the importance of communication with investors, analysts and other concerned parties. Therefore, the Company has assigned the investor relations department to be responsible for investor relations activities. Such responsibilities concern the disclosure of information in accordance with the regulations set by Securities and Exchange Commission and the Security Exchange of Thailand. The department will act as company’s representative to communicate and publicize other information that useful for investors, analysts and other concerned people. The Company will provide opportunities for investors to ask questions and receive information through various channels such as the Company’s website, investor and analyst meetings attended by senior executives. The interested persons may contact the Company directly at 66-2-101-1111 ext. 36101 or at email: firstname.lastname@example.org
Major investor relations activities in 2019 can be summarized below:
|Type of Meeting||Number (Times)||Number of Companies
|Group Analyst and Investor Meetings*||4||4|
Remarks: * COO and Acting CFO and EVP-Sale & Marketing participated.
Section 5 Responsibilities of the Board of Directors
Board of Directors has complete authority to set corporate vision, direction, policy, importance action plan and monitor the business management to achieve target as well as align with long-term benefits to shareholders under framework of regulations and code of conducts. The Company also consider benefits of all stakeholders. Therefore, the Company has practices to achieve sustainable growth as follows:
1) The Structure of the Board of Directors
The Company’s Board of Directors consists of qualified and capable personnel with various experiences that useful for the Company’s business operation. The Board of Directors plays an important role in defining policies, targets, business plan and financial budget of the Company, including governing the management team to observe such policies efficiently and effectively.
At present, the Board of Directors consists of 8 directors, of which 3 of them are independent directors, which is amounted to one-third (1/3) of the total directors, thus, can adequately exercise check-and-balance power in the deliberation and voting of agenda. Aside from that, the Company appointed 4 subcommittees, namely 1) Audit Committee, 2) Nomination, Compensation and Corporate Governance Committee, 3) Risk Management Committee and 4) Executive Committee. The Company also clearly defined the scope of power and responsibility of these sub-committees in the Board of Directors’ Charter.
The Company requires that the Chairman of the Board of Directors and the Chairman of the Executive Committee are two distinct persons, in order to segregate policy-making and governing duties from those of day-to-day management.
Moreover, the Company appoints the secretary of the Board of Directors to be responsible for the Company’s Board of Directors meeting and shareholders’ meeting. The Company also appoints corporate secretary whose main duty is to provide information on the Company’s laws and regulations that the Board of Directors is supposed to know and oversee the Board of Directors’ activities, to ensure that all resolutions of the Board of Directors will be strictly observed.
2) Roles, Duties and Responsibilities of the Board of Directors
Major roles and duties of Board of Directors have been mentioned in management structure section. Moreover, Board of Directors take key roles to review important policies and guidance as follows:
- Corporate Governance Policy
The Company has defined Corporate Governance Policy in written form and issue the Corporate Governance handbook to publish as a guideline for the directors, management and employees and review it on annual basis. In addition, the Company has complied with the Corporate Governance Principle of the Stock Exchange of Thailand in all respects.
- Business Code of Conduct
Board of Directors must promote and develop corporate governance and set code of conduct in written form for the Board of Directors, management and all employees to strictly observe, compile and set standard as a guidance to control and monitor actions of directors, managements and employees as well as define to punishment for those who misconduct.
- Respect to laws, human rights and intellectual properties
Business of the Company is to providing service to public, therefore, the Company shall conduct the business in compliance with laws, regulations, order and resolution of Board of Directors as well as respect to principle of human rights by avoiding any violation to human rights. The Company also set policy for employees at all level to hold on to code of conduct relating to human rights and respect to intellectual properties and use only legalized standard softwares.
- Anti – corruption Policy
The Company has “Anti-Corruption Policy” in written form in order to prudently make a decision on any course of action that could possibly lead to corruption and to serve as an apparent guideline in performing business and effectively developing to sustainable organization. Director, managements, and staff are disallowed to involve or accept every type of corruption both in direct or indirect manners covering every business activities. The Anti-Corruption Policy must be reviewed regularly, including with a possible revision of such policy and implementation provision in order to accord with business changes, regulation, standard, and laws. The Company provide fairness and safeguard to staff who denies or informs corruption cases relating to the Company by applying Protection Policy for appellant or persons who incorporate with Anti-Corruption information as stated in the Whistleblower Policy.
- Conflict of Interests
The Company is determined to restrict the conflict of interests within an organization at high level of integrity and independency, considering the framework of business ethics and for the Company’s best interests. Any party having conflict of interests to the Company’s concerning matter must disclose their relationship and define possible conflict of interest to the Company. Such person will be refrained from the concerned decision making and not authorized for the approval of such transactions.
Such policy for the related transaction or the transactions having conflict of interests has been issued in compliance with the laws and regulations of SEC and SET. The Company has disclosed such information in the Company’s annual report and annual disclosure (Form 56-1).
- Internal Control
The Company places importance on setting up an effective internal control system. The internal control regulations handbook has been published as a guideline for this matter, the contents of which clearly segregate the responsibilities and operating power of operating team from those of management in the matters concerning the Company’s assets, the approval of transactions, the documentation of accounting and financial information. Moreover, they clearly segregate the duties of operating team, monitoring team and evaluation team to enhance an adequate check-and-balance system.
- Risk Management
The Company places supreme importance on the risk management of the entire organization. Therefore, the Company appointed the risk management team to directly oversee and manage such risks that are financial risk, operating risk and business risk. The risk management team will report to the Audit Committee on quarterly basis or whenever necessary for deliberation before submission to the Board of Directors.
- Strategic management
The Board of Directors has approved the medium-term Business Plan which is a 3-year strategic framework formulated as guidelines for business operations over the period of 2020 – 2022 and shall review the plan on an annual basis to ensure it corresponds to prevailing conditions as well as monitor its implementation by the management. In this regard, the management is responsible for reporting its actual performance versus plan to the Board of Directors for acknowledgement on a quarterly basis.
The Company has targeted the long-term strategy for being the leading company providing the reliable networks trusted by the customers both in Thailand and ASEAN region. In 2019, the Company has assigned the external consultant to conduct the customer satisfaction survey and got the result at 86% which is ranked as very good.
Authorities, Duties and Responsibilities of the Chairman of the Board:
- Call the meetings of the Board of Directors and supervise the delivery of meeting notices and related documents so as to ensure that the Board of Directors acquire adequate and timely information;
- Preside over the Board of Directors’ meetings;
- Promote Corporate Governance standards of the Board of Directors;
- Preside over the Shareholders’ meetings and conduct the meeting in compliance with the Company’s Articles of Association and the sequence of the agenda;
- Supervise efficient communications between the directors and shareholders.
3) Board of Directors meetings
Board of Directors meetings are planned for the entire year on quarterly basis, with additional meetings called to discuss special agenda items if necessary. Prior to the meeting, the meeting notice along with the meeting agenda must be issued to each director to deliberate it in advance, except only in the case of emergency. The Company stipulates that the directors have duty to attend every Board of Directors meeting, except in the case of necessity. The minutes of each meeting are properly documented and are filed for auditing purposes and for reference by directors and related persons.
In deliberation of each agenda item, the Chairman of the board, in which case the Chairman of the Meeting shall allow all directors to express their view freely and openly. In some cases, the concerned high-level executives might attend the meeting to provide more necessary information and acknowledge the policy themselves in order to execute it effectively.
Furthermore, the non-executive directors will convene the meeting without the attendance of management at least once a year to consider the business operation and performance of executive directors.
4) Director positions in other listed companies
Policy for directors to hold director positions in other listed companies
Board of directors set policy that directors shall not hold director positions in other listed companies more than 5 companies, in order that the director can dedicate and provide efficiency to the duties of directors. At present, none of 8 directors hold director positions in other listed companies more than 5 companies, therefore, they can really contribute to the duties of directors.
Policy for the president regarding director positions in other companies
Board of directors set policy for the president regarding director positions in other companies. For the subsidiary, board of directors may appoint the president and/or senior managements of the Company to be directors of subsidiary in order to govern and set business direction in line with the Company. For other companies, the president needs to inform and get approval from board of directors before taking any director positions in other companies.
5) Performance Evaluation of Directors
Board of directors conducted the self-assessment on their scope of duties on annual basis classified as subcommittee assessment and self-assessment, whereby each director is free to evaluate and express his/her opinions to board of directors in order to improve efficiency of board of directors. The evaluation measures including qualifications, roles of regulating and monitoring, leadership, strategic direction and duties.
The Company has the evaluation process for both the Board of Directors and subcommittee. For every year, the Company Secretary shall submit the evaluation form to all directors for their evaluation and revert to the Company. There is no name of evaluators to be shared; therefore, all directors shall have their independencies in their evaluation. Then, the Company shall propose the evaluation result to the directors’ meeting and the subcommittees’ meeting.
The Company has the evaluation process for subcommittee assessment with the five following criteria: 1. Board Member Qualification, 2. Board Meeting Performance, 3. Operating Process, 4. Governance Role and 5. Relations with Top Management. In addition, the Company has the self-assessment with the five following criteria: 1. Competencies, 2. Independence, 3. Preparedness, 4. Attention to practices as a Director and 5. Actions in compliance with CG.
In 2019, the evaluation performance of board of directors and sub-committees were in “Good” level. All Director also evaluate themselves by individual evaluation including assessment of knowledge, competence, duties and responsibilities. Evaluation performance of all directors were also in “Good” level.
Board of directors has analyzed the assessment results in all aspects for further efficiency improvement.
For subcommittee assessment, there were both self-assessment by individual director and subcommittee assessment, the evaluation results have been reported to Board of Directors.
Board of directors also set annual evaluation for the president, the evaluation includes vision, leadership, change management and target achievement for various aspects. Compensation committee then take the evaluation results to consider the appropriate compensation to the president.
6) Director and Executive Development
The Company values and fully supports the enrolment of its directors and executives in the development training courses or seminars relevant to their scope of duties. In the case of change in directors or executives, the Company will provide necessary document useful for the scope of duties of the new ones, including enrolling them in the useful and relevant training courses.
In 2019, the directors have attended the training and seminar as follows:
Mr. Kranphol Asawasuwan,
- Joint Government-Private Sector Administration of Society’s Peace and Order Course Class no. 6/2019
Sub-committees and Scope of Duties
1) Audit Committee
The Audit Committee consists of following 3 independent directors.
|1.||Mr. Akarat Na Ranong*||Chairman of the Audit Committee|
|2.||Mr. Woodtipong Moleechad||Audit Committee Member|
|3.||Assoc. Prof. Dr. Sujate Jantarang||Audit Committee Member|
Ms. Atchara Aeampee is the secretary of the Audit Committee
Note: * The member with experiences in Finance & Accounting.
Qualifications of Audit Committee
The Audit Committee comprises of at least 3 independent directors who are able to devote sufficient time to the duty of Audit Committee, with at least 1 member possess experiences in Finance & Accounting. The term of office of Audit Committee is 3 years, and may be appointed or removed by the Board of Directors or at the shareholders’ meeting
The scope of power, duties and responsibilities of Audit Committee
- Review financial statements to ensure the correctness and completeness thereof. Cooperate with outside auditor and responsible executives to publish financial report quarterly and annually. Disclose sufficient company’s information prior to submission to the Board of Directors.
- Review internal control system and internal audit system to ensure that the Company has a suitable and efficient internal control; to ensure that the internal audit remains independent. Provide opinions on appointment, transfer and removal of the Head of Internal Audit Department or other persons responsible for internal audit. Therefore, the audit committee may suggest the auditor to audit certain transactions that are deemed necessary during the auditing process. It may suggest the Board of Directors any ideas that can improve the Company’s internal auditing system or cooperate with outside auditor, internal auditing manager and with internal auditing consultant.
- Review the compliance with the law on securities and stock exchange and the regulations of the Stock Exchange of Thailand and other applicable laws.
- Nominate independent persons as the Company’s auditor and propose remuneration thereto for approval at the shareholders’ meeting; to coordinate with auditors in a matter concerning the objectives, scope, direction and plan of auditing process, including the problems occurring during such process; and to attend meetings with an auditor in the absence of the management, at least once a year.
- Review connected transactions or transactions with conflict of interests, ensure the disclosure in compliance with laws and the regulations of the Stock Exchange of Thailand; and to ensure the justification and the maximized benefits to the Company.
- Review the risk management policy to ensure that the Company has appropriate risk management system.
- Report the audit committee’s operation to the Board of Directors at least 4 times a year.
- Authorize to invite management executives or the Company’s employees to share their views, attend the meeting or submit document that deems necessary.
- Authorize to appoint or outsource consultants according to the Company regulations to provide opinion as deem necessary.
- Prepare an Audit Committee’s report, signed by the Chairman of Audit Committee, which shall comprise, at least, of the following details:
- Opinions on the correctness, completeness and reliability of the Company’s financial reports.
- Opinions on the efficiency of the Company’s internal control system.
- Opinions on the compliance with the law governing securities and stock exchange and the regulations of the Stock Exchange of Thailand and the other laws applicable to the Company’s business.
- Opinions on the suitability of the auditor.
- Opinions on transactions that may involve conflict of interests.
- The number of meetings of the Audit Committee and the attendance of each member.
- Opinions or remarks on performance of duties pursuant to the Charter.
- Other transactions that the shareholders or investors should know, subject to the scope of duties and responsibilities as set forth by the Board of Directors.
- Perform self-assessment and report the result including the problems and obstacles to the Board of Directors on annual basis.
- Perform other duties assigned by the Board of Directors within the aforementioned scope of power and duties of the Audit Committee. In performing such duty, the Audit Committee is directly responsible for the Board of Directors, while the Board of Directors is responsible for the Company’s operation.
2) Nomination, Compensation and Corporate Governance Committee
The Company’s Nomination, Compensation and Corporate Governance Committee consists of the following 6 members.
|1.||Mr. Woodtipong Moleechad||Chairman of the Nomination, Compensation and Corporate Governance Committee|
|2.||Mr. Akarat Na Ranong||Nomination, Compensation and Corporate Governance Committee Member|
|3.||Assoc. Prof. Dr. Sujate Jantarang||Nomination, Compensation and Corporate Governance Committee Member|
|4.||Mr. Kranphol Asawasuwan||Nomination, Compensation and Corporate Governance Committee Member|
|5.||Mr. Teerarat Pantarasutra||Nomination, Compensation and Corporate Governance Committee Member|
|6.||Mr. Patrick Corso||Nomination, Compensation and Corporate Governance Committee Member|
Mr. Teerarat Pantarasutra is the secretary of Nomination, Compensation and Corporate Governance Committee
Qualifications of Nomination, Compensation and Corporate Governance Committee
The Nomination, Compensation and Corporate Governance Committee shall be appointed by the Board of Directors, comprises of at least 3 directors, whereby majority of members shall be independent or non-executive directors, and appoint one of the independent director member to be the Chairman. The term of office of Compensation Committee is 3 years.
The scope and responsibilities of Nomination, Compensation and Corporate Governance Committee
- Set out methodology and procedures in the nomination of the qualified candidates for the Board members by determining the qualifications that align with the Company’s business, area of expertise of the members.
- Nominate the candidates to fill the Board of Directors vacancies as and when they arise and propose to the Board of Directors for consideration. Such nomination could be reappointing any Directors who complete their term of service, encouraging shareholders or Directors to propose in advance the qualified candidates to be nominated for director position, or using external recruiting methods or considering from the list of Directors.
- Consider the nomination and choose the persons possessing qualifications according to the formulated criteria for nomination.
- Ensure that the nominated persons possess qualification according to the law and regulations of concerned agencies.
- Approach the qualified persons and make sure that they are willing to accept the Company’s director position after being appointed by the shareholders.
- Nominate the name to the Board of Directors for consideration and issue the nominated directors in the invitation for the shareholders’ meeting for the appointment of such person.
- Consider and review the appointment of executive in the position of Executive Vice President or higher to propose to the Board of Directors’ consent.
- Monitor the formulation of Succession Plan of the Director, President and Executive Vice President as well as other positions that vital for corporate sustainability.
- Review the structure and criteria of the remuneration for the Board of Directors, managements and employee by reviewing the suitability of the current remuneration package, comparing to the remuneration package of peers in the same industry, and establishing appropriate remuneration that is fair and commensurate to their contribution to the Company’s achievement.
- Review all elements of remuneration such as retainer fee, incentive and attendance fee and set the appropriate payment of each element that in line with the remuneration for directors in other listed companies of the same industry and of similar size, as well as the Company’s performance and business environment and commensurate with their duties and scope of responsibility.
- Consider remuneration package in accordance with the criteria established by concerned government agencies.
- Formulate criteria for the evaluation of the Company’s Directors and President as assigned by the Board of Directors and acknowledge the assessment of executives in the position of Executive Vice President or higher.
- Establish the guidelines in determining the remuneration package of the Company’s Directors and President on the annual basis and submit it to the Board of Directors for approval. As for the remuneration package of the Directors, the Board of Director must propose to the shareholders’ meeting for approval.
- Consider and endorse the issuance of securities under ESOP program to directors and employees of the Company, set out the attractive structure to motivate them to create value added for the shareholders and retain qualified personnel with the Company in the long run. Therefore, such program should be attractive to employees and yet be fair to the shareholders.
- The Compensation Committee may appoint any consultant to provide opinion as deem necessary.
- Perform other duties assigned by the Board of Directors
Corporate Governance Roles
- Consider and draft the Corporate Governance Policy according to the updated framework of rules and regulations of related agencies e.g. the Stock Exchange of Thailand, Security Exchange Commission or other related agencies, set the guidance of Corporate Governance that in line with the universal best practices.
- Propose the Draft of Corporate Governance Policy to the Board of Directors for consideration and implementation of best practices of Directors and Executives, and to formulate the Corporate Governance Policy Statement.
- Set out the policy for formulating of strategic plan, monitor the risk management and the internal control that in line with the laws and situation.
- Monitor and instruct the Directors and Managements regarding their duties and responsibilities under the Corporate Governance Policy to maintain the effective Corporate Governance that meets expectation of all stakeholders.
- Review the Corporate Governance Policy on annual basis to ensure that the Corporate Governance Policy is updated and complies with universal standards and related rules and regulations.
- Follow up and evaluate the performance of Directors and Management according to the best practices set forth in Corporate Governance Policy on the regular basis.
- Introduce the best practises and business ethics to Directors, Managements and employees.
- Appoint the working group to support the tasks of Corporate Governance as necessary.
- Consider and set out the policy and guidance for Corporate Social Responsibility (CSR)
10.The Nomination and Corporate Governance Committee may appoint any consultant to provide opinion as deem necessary.
- Perform other duties assigned by the Board of Directors
3) The Risk Management Committee
The Risk Management Committee consists of the following 3 members.
|1.||Mr. Kranphol Asawasuwan||Chairman of the Risk Management Committee|
|2.||Mr. Teerarat Pantarasutra||Vice Chairman of the Risk Management Committee|
|3.||Mr. Loh Chi Kwan, Alex||Risk Management Committee Member|
Ms. Thanita Kititaveesatian is the secretary of the Risk Management Committee
The scope of power, duties and responsibilities of Risk Management Committee
- Define the policy framework and process for risk management.
- Identify and analyze risk factors and evaluate the impact of such risks on the Company.
- Implement the risk strategy and policy to ensure that the Company has sufficient policies and procedures in place to govern and mitigate the risks that might have negative impact on the Company.
4.Communicate the risk management measure across the entire organization and support the efficiency development of the Company’s risk management policy.
- Monitor the risk management plan and report to the Board of Directors.
- Plan, develop and monitor the internal control process.
- Risk Management Committee may appoint or outsource consultants to provide professional opinion as deem necessary.
4) Executive Committee
The Executive Committee consists of the following 4 members.
|1.||Mr. Kranphol Asawasuwan||Chairman of the Executive Committee|
|2.||Mr. Teerarat Pantarasutra||Executive Committee Member|
|3.||Mr. Loh Chi Kwan, Alex||Executive Committee Member|
|4.||Mr. Afzal Bin Abdul Rahim||Executive Committee Member|
Ms. Siritorn Manopjuntaroj is the secretary of Executive Committee
The scope of power, duties and responsibilities of Executive Committee
- Manage the Company’s business operation in line with targets set by the Board of Directors and report the company’s performance to the Board of Directors. The quorum of Executive Committee meeting shall have at least half of its members present and its resolution should be in accordance with the majority vote.
- Set policies, guidelines, strategies and principles for business operation, including the management structure in line with targets set by the Board of Directors and submit it to the Board for consideration.
- Set appropriate delegation of authority to approve such transactions for each level of management with proper segregation of duties to prevent fraud. Define the business transaction guidelines and procedures for major shareholders, directors, management or connected persons in order to safeguard the interests of the Company. These guideline and procedures will be submitted to the Board of Directors for approval in principle. To ensure such approved policies/principles set forth are duly put into practice.
4.Review annual budget allocation as well as budget control procedure, propose to the Board of Directors for approval and monitor the budget utilization after the approval.
- Review and approve investment budget in accordance with the authority as defined in authorization handbook.
- Ensure any agreement or contracted that abide the Company signed by authorized person in accordance with the authority as defined in authorization handbook.
7.Set employee remuneration structure and policy to propose the compensation committee for consideration prior to propose for the approval from the Board of Directors.
8.Be responsible for providing sufficient information for the Board of Directors and shareholders for their decision making as well as reliable and transparent financial reports according to the generally accepted standard.
- Consider the Company’s profit or loss and propose the dividend payment to the Board of Directors.
- Consider the new business venture or the closure of some business and submit to the Board of Directors for approval.
- Set the reporting procedure of the irregularity or wrongdoing for operating officers to report the events to Executive Committee in due time. In the event that such incident has significant impact on the Company’s operation, it must be reported to the Board of Directors so the remedial procedure shall be established in due time.
- Take any actions to support the aforementioned activities according to the opinion or authority granted by the Board of Directors.
- The resolution and/or approval of the Executive Committee must be reported to the Board of Directors in the next Board of Directors’ meeting.
- Propose to assign the consultants to provide the opinion for performing the duties as necessary.
- Perform other duties assigned by the Board of Directors
Such authorization grant to the Executive Committee as mentioned earlier, must be complied with the laws and the Company’s Articles of Association and shall not allow the Executive Committee to approve any transaction that they or other persons have vested interests in or have conflict of interests with the Company or any of the subsidiaries. Any connected transactions or the acquisition or disposition of significant assets of the Company or any of the subsidiaries must be complied with the regulations set forth by the Securities and Exchange Commission and the Stock Exchange of Thailand.
The Company’s managements comprise of the following 5 members.
|1.||Mr. Kranphol Asawasuwan||Chairman of the Executive Committee|
|2.||Mr. Teerarat Pantarasutra||President|
|3.||Mr. Loh Chi Kwan, Alex||Chief Operating Officer and Acting Chief Financial Officer|
|4.||Mr. Pongthep Thanakijsuntorn||Executive Vice President, Sale and Marketing|
|5.||Mr. Supornchai Chotputtikul||Executive Vice President, Service Operation|
The scope of power, duties and responsibilities of President
- Operate, plan and manage day-to-day business.
- Make decision on important matters. Set missions, objectives, guidelines and policies for the Company’s business operation and control the management of each department.
- Be Authorized to supervise, contact, command, sign agreements, orders or announcements as defined in authorization handbook.
- Be Authorized to hire, appoint, transfer, as well as define scope of duties and appropriate remuneration including salary, bonus, fringe benefits for employees, take disciplinary action against employees as well as dismiss the employees as defined in authorization handbook.
- Be Authorized to set the trade condition for the Company’s benefit.
- Consider signing agreement related to the Company’s normal business, new business venture or the closure of some business for submission to Executive Committee and/or the Board of Directors.
- Approve and appoint the consultant in the area that is deemed necessary.
- Act according to the assignment from Executive Committee and/or the Board of Directors.
- Be Authorized to manage the Company’s business in accordance with objectives, regulations, policies, Articles of Association, order and the resolution of the shareholders’ meeting and/or Executive Committee and the Board of Directors.
- Be Authorized to appoint and manage working groups for efficient management and transparency and to assign the power of attorney and/or delegate specific tasks to other persons, provided that it complies with the document concerning the power of attorney and/or rules approved by the Board of Directors.
- Be Authorized to order, regulate, issue announcement to ensure that overall operation is done according to the policy and best benefit of the Company.
Such authorizations shall not allow the President or any person who has been assigned the power of attorney to be his representative to approve the transactions that he has vested interests in (as set forth be related agencies), or has conflict of interests with the Company or any subsidiary, except an approval of a normal business transaction that has been clearly defined its limit.
The Appointment of Director
The Board of Directors has appointed Nominating, Compensation and Corporate Governance Committee to select, and nominate suitable candidates for the position of Directors and Managements and must consider the composition of board of directors in accordance with Public Company Act B.E.2535, qualification, variety of experiences and contribution to the Company. The Nominating and Corporate Governance Committee also considers if there are qualified persons nominated from minority shareholders. Then, Nominating and Corporate Governance Committee nominate to board of directors to propose the annual general shareholders meeting to appoint director by votes according to the Company’s regulations. The Company allow shareholders to vote for directors individually one by one. The appointment and dismissal of the Directors shall be in line with the principles and methods defined in the Company’s Articles of Association, the important contents of which are as follows:
1. The shareholders’ meeting shall appoint Directors in accordance with these methods and principles
a) For an election of one Director, the number of votes that each shareholder may cast shall be equal to the number of shares that he holds.
b) Each shareholder may cast all of his votes according to Item (a) to elect one person or many persons as the Director, but he may not cast his vote more or less for anyone.
c) The persons who have received the highest votes in descending order shall be appointed the Directors in the number that the Meeting of Shareholders has to choose at that time. In the event of a tie between or among the persons in the next order exceeding the number of the persons to be chosen at the meeting, the Chairman of the Meeting shall cast a ruling vote.
2. At every Annual General Meeting of Shareholders, one-third of the Directors shall vacate their office; if the number is indivisible by three, the nearest number shall apply. In the first and second years subsequent to the Company registration, which the Directors shall vacate their office shall be decided by a draw. In the subsequent years, the Directors who remained in office for the longest time shall vacate their office. The Director whose office term has ended may be reappointed.
3. Aside from leaving the office when his/her term ends as defined in this regulation, the Directors shall leave their office when
c) Being dismissed by the resolution of shareholders’ meeting in accordance with the Company’s Articles of Association.
d) Being deprived of quality or having possessed prohibition, as defined by law or the Company’s regulation.
e) The court orders him/her to leave the office.
4. Any director wishing to resign may submit a resignation letter to the Company. The resignation is to be effective on the date that the Company receives the letter, according to the content in the first paragraph. Such Director shall notify his/her resignation to the registrar.
5. In the event that the whole office of the Board of Directors is vacant, the Board of Directors who have left the office shall stay on duty to operate the Company’s business as necessary until the new office takes position, except the court orders otherwise.
The vacating Board of Directors shall organize the shareholders’ meeting to elect the new Board of Directors within one (1) month after their term ends. The invitation for the meeting should be sent out at least fourteen (14) days prior to the meeting.
6. Under the article 20 of the Company’s Articles of Association, in the event that an office of the Directors is vacant for reasons other than end of office term, the Board of Directors, shall, at the next Board Meeting, appoint as a Director a person who has no undesirable qualities as set forth in the Public Company Act, Securities and Exchange Act, Telecommunications Business Act and other concerning Act, unless the remaining office term is less than two (2) months. The resolution of the Directors as defined in the first paragraph must consist of at least three quarters (3/4) of all the votes of the remaining Directors.
The newly appointed Director shall be in office for the remaining office term of the person he/she replaces.
7. In the event that the number of vacating Directors is outnumbered that of current Directors to be ineligible to form a quorum, the remaining Directors shall act on behalf of the whole office only to hold the shareholders’ meeting to select the Directors to replace the vacating ones.
Such meeting according to the first paragraph shall be held within one (1) month after the number of the remaining Directors is less than that to be eligible to hold the meeting. The newly appointed Director shall be in office for the remaining office term of the person he/she replaces.
8. A shareholder meeting may pass a resolution removing any director from office prior to retirement as a result of the expiration of the director’s term of office, by a vote of not less than three quarters (3/4) of the number of shareholders attending the meeting and having the right to vote and the total number of shares being not less than half (1/2) of the number of shares held by the shareholders attending the meeting and having the right to vote.
Appointment of the President and Succession Plan
Nomination and Corporate Governance Committee has the duty to consider and review the appointment of executive in the position of Executive Vice President or higher to propose to the Board of Directors’ consent and monitor the formulation of Succession Plan of the Director, President and Executive Vice President as well as other positions that vital for corporate sustainability by developing and preparing successors to boost confidence of shareholders, investors and staff that the Company business will be sustainable.
The Company has policy to appoint top executives of the Company to be the directors of subsidiary in order to drive the common objective and best interest of the Company. Board of directors of subsidiary is reported to board of directors of the Company on quarterly basis. The importance matters that required approval from board of directors of the Company, board of directors of subsidiary must seek approval from board of directors of the Company before any implementation. However, the number of board seats in subsidiary will be in the same proportion of shareholding.
Moreover, the Company has policy that executives of subsidiary must monitor and set regulations for related parties transactions, asset acquisition and disposition and importance transaction completely, correctly and in line with the Company. Management of subsidiary shall set the internal control and filing systems, as well as transparent and timely accounting procedure in order to consolidate with the Company.
For transparency purpose and to prevent the use of inside information that has not been disclosed to the public for personal benefits and avoid criticism of inappropriate sale and purchase of company’s shares by its personnel, the Company has issued regulations to directors, executives and all employees as follows:
- The directors, executives and all employees of the Company must protect the Company’s confidentiality and must not disclose it for their own or others’ benefits whether directly or indirectly. They must not transfer or be transferred the Company’s shares by using the Company’s confidentiality and/or inside information and/or undertake any business transactions by using the Company’s confidentiality and/or inside information, which would lead to financial loss to the Company whether directly or indirectly.
- The directors, executives and employees who are aware of inside information that has not been disclosed to the public must not use such information and must avoid or refrain from buying, selling, transferring or being transfers company’s shares within 1 month before the disclosure of the quarterly financial statement and annual financial statement to the public.
- All company’s directors and management must report any changes in their company’s share ownership to SEC under section 59 of the Securities and Exchange Act B.E. 2535 within 3 days from the date of sale, purchase, disposal or receipt of such share and submit a copy to the Company as reference.
The Company and its subsidiary’s financial statement have been reviewed and audited by the certified accountant according to the general accepted accounting standard to ensure that the financial statements are fairly presented. In 2019, the Company and its subsidiary’s financial statements have been audited by EY Office Limited. The auditor’s fee is shown as detailed below.
|1||Auditor’s fee according to the contract
(for quarterly and annual financial statements)
|2||Fee for additional report (review for USO fee paid to NBTC)||236,000|
|3||Other expenses (e.g. papers and transportation)||23,318|