Symphony Communication Public Company Limited

Corporate Governance

Corporate Governance

SYMPHONY is committed to operate its business within the framework of the corporate governance principle, transparency, and accountability for the best interest of shareholders and all stakeholders”

 

Symphony Communication Public Company Limited (“the Company”) has place a great importance of the good corporate governance with confidence that the business operations with ethics, transparency and auditability will enable the Company to achieve its goals of sustainable growth, to strengthen its competitiveness, to increase the value and returns to shareholders and investors in the long run, and to build the confidence among the shareholders.

The Company is committed to incessantly conduct its business with transparency, fairness and good corporate governance in conformance to both domestic principles, such as Corporate Governance Code for Listed Companies 2017 (CG Code) of the Office of Securities and Exchange Commission (‘the SEC”), the Corporate Governance Report of Thai Listed Companies (CGR) of Thai Institution of Directors Association, and international principles, such as ASEAN Corporate Governance Scorecard and those regulated by the Organization for Economic Co-operation and Development (OECD), etc.

With continued commitment on the corporate governance, the Company, in 2020, has been awarded “Excellent” corporate governance rating from the 2020 Corporate Governance Report of Thai Listed Companies (CGR) conducted by Thai Institute of Directors Association.

Corporate Governance Policy

 

The Board of Directors of Symphony Communication Public Company Limited recognizes the importance of good corporate governance and is determined to elevate the corporate governance continuously. The Board of Directors has appointed the Nomination, Compensation and Corporate Governance Committee to perform duties and responsibilities in stipulating the corporate governance policy and the business code of conduct of the Company, as well as evaluating, reviewing and updating the Corporate Governance Policy and the Code of Business Conduct to be suitable for changes in business, environment, and law in each period; and propose to the Board of Directors for approval. Moreover, the Nomination, Compensation and Corporate Governance Committee has duty in communicating and building knowledge as well as understanding of good corporate governance to all directors, executives, and employees to use it as a framework for their day-to-day operations, which will bolster the Company’s effectiveness and allow it to excel in an ethical, transparent, corruption-free, and accountable manner.

The Company’s Corporate Governance Policy has been established in accordance with best practices of good principles of corporate governance, which can be divided into 5 sections as follows:

 

Section 1.  Rights of Shareholders

Shareholders are entitled to the right of ownership in the Company. They exercise their power of control by appointing the Board of Directors to oversee the operation of the Company on their behalf. As such, the Board of Directors recognizes and respects the rights of shareholders as owners of the Company; shall not perform any actions that may violate or diminish shareholders’ rights; and encourages and facilitate shareholders in exercising their rights as they deserve, for example, rights to purchase, sell and transfer of shares, rights to the share of the Company’s profits, rights to regularly and sufficiently receive the company’s important and material information, rights to attend and vote in shareholder’s meetings, rights to appoint or dismiss director, rights to determine directors’ remuneration, rights to appoint or dismiss auditors and determine audit fee, rights to join decision-making and receive the results of the company’s decisions on the company’s fundamental changes, and other rights prescribed by laws.

 

Section 2.  Equitable Treatment of Shareholders

The Board of Directors realizes its duty to ensure that all shareholders, whether executives or non-executives ones, major or minor ones, foreign shareholders, and institutional investors, are treated equally and fairly. The best practices implemented by the Company related to equitable treatment of shareholders comprise providing minor shareholders an opportunity to propose meeting agenda and qualified persons to be nominated as directors ahead of the date of annual general meeting of shareholders, providing opportunity for all shareholders to submit questions prior to the shareholders meeting date to the Company, regular and timely disclosure of important news and information to shareholders in accordance with policies of related agencies through communication channels of the SET, the Company’s website, and other channels where the shareholders can conveniently and equally access, putting place internal regulations to prevent abuse of inside information and conflicts of interest, etc.

 

Section 3.  Roles of Stakeholders

The Company recognizes the importance of roles and rights of all groups of stakeholders of the Company, both internally and externally. The Company believes that good operating performance and sustainability of the business achieved from great support of stakeholders. Thus, the Company has established clear policy and practical guidelines on stakeholders in writing in the Code of Business Conduct which has been incorporated to the Corporate Governance Policy and has communicated with directors, executives and employees to use it as practical guideline to perform duties  in order to promote collaboration between the Company and stakeholders which will mutually benefit the business operation, and all stakeholders are entitled to sound protection and treatment.

 

Section 4.  Disclosure of Information and Transparency

Disclosure of information is an important indicator of the transparency of the business operations’ and is a key factor in building confidence towards investors and all stakeholders, both local and foreign. The Company, therefore, recognizes the importance of information disclosure both financial and non-financial, in Thai and English to all involved parties correctly, completely, adequately, transparently, thoroughly, timely and in conformity to disclosure guidelines of listed company of the SEC and the SET via various communication channels which are reliable, equal and easy-to-access. In addition, The Company is committed to strictly adhere to the law, regulations, and obligations mandated by the SEC, the SET and relevant regulatory authorities. Regular amendment takes place to ensure accurate information disclosure and to guarantee the Company’s transparency in conducting business.

 

Section 5.  Board’s Responsibilities

The Board of Directors realizes responsibilities and roles in determining direction of business operation to comply with laws, the Company’s objectives, Articles of Association, and shareholders’ resolution, including defining policies, vision, mission and strategic plans, with an annual review to align with changing business environment. The Board of Directors supervises the management to conduct the business effectively and efficiently to be in line with the established policies, based on the principles of the good corporate governance for the best interest of the Company and shareholders’ values.

 

Corporate Governance Policy (Download)