Symphony Communication Public Company Limited

Corporate Governance

Corporate Governance

The Company recognizes the importance of good corporate governance as a foundation for achieving long-term business growth and enhancing all stakeholders’ trust. Therefore, the Company relentlessly manages its business in accordance with the good corporate governance principles prescribed by the laws and regulations of Security and Exchange Commission and the Stock Exchange of Thailand. Furthermore, the Company continually promotes the awareness of Good Corporate Governance and business ethic among managements and employees.

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.

Shareholder Meeting

  • 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.

Shareholders

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.

Customers

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.

Business partners

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.

Competitors

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.

Creditors

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.

Employees

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.

Government

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;

 

  1. The safety in work is the duty of all employees at all levels to cooperate collectively to ensure safety for each person and colleagues.
  2. Supervisors must be good models for their subordinates to work with safe methods.
  3. The Company supports for project plan and various safety activities to enhance awareness and positive attitude to working safety.
  4. The Company aims to provide all employees for being good quality of working in terms of health and working environment.
  5. The Company supports all employee to have a good mental health and physical strength.
  6. The Company supports to improve the working environment that is conductive to safe operation and good hygiene.
  7. 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

 

2017 2018 2019
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;

  1. 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.

 

  1. 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;

  1. 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.

 

  1. 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.

 

  1. 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 ac@symphony.net.th   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

 

Investor Relations

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: ir@symphony.net.th

 

Major investor relations activities in 2019 can be summarized below:

 

Type of Meeting Number (Times) Number of Companies

 

One-on-One Meetings 4 4
Group Analyst and Investor Meetings* 4 4
Total 8 8

 

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:

  1. 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;
  2. Preside over the Board of Directors’ meetings;
  3. Promote Corporate Governance standards of the Board of Directors;
  4. Preside over the Shareholders’ meetings and conduct the meeting in compliance with the Company’s Articles of Association and the sequence of the agenda;
  5. 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