Roles and duties of the Board of Directors
- The Company’s Board of Directors comprises of people who have knowledge, skills and extensive experiences in several fields and can apply them at their discretion independently and possess strong leadership. Their duties and responsibility are to determine the strategies, directions, policies, objectives and missions of the Company to ensure that the management and all employees have the same objective and as of the Company. In 2019, the Board of Directors has considered and reviewed the Company’s strategy, goals and business direction to best fit and comply for the operation including to monitor the implementation of the strategic plans, the compliance with the policies, rules, laws and related regulations. The Board also responsible for managing risks to be at an appropriate level within the framework of the law, objectives and resolutions of the shareholders with integrity for the utmost benefits of the Company while having full responsibilities to the shareholders and all stakeholders. Furthermore, in order to enhance efficiency, effectiveness, transparency and accountability, the Company regularly arranges the assessment of the performance of the Board of Directors.
- The Board of Directors has established a written Company’s Corporate Governance Policy with their consensus. Such policy is reviewed at least once a year.
- The Board of Directors has considered and reviewed the implementation of Corporate good governance (CG Code) to be proper and suitable for business context. In 2019 the Board of directors has jointly considered and reviewed the principles in the Board meeting of 8/2019 on December 18, 2019 and had recorded as part of Board of director’s resolution for the rationale of such decision.
- The Board of Directors promotes ethics by adopting the following measures:
The Company has adhered to operate its business with transparency, honesty and fairness by established the Code of Conduct for the Board of Directors, executives and employees and assign all of them to comply with such Code of Conduct for the Board of Directors, executives and employees, to perform their duties according to the Company’s missions within the framework of the laws and the Company’s regulations on the basis of professional ethics. The Company’s Code of Conduct for the employees is published on its website on www.lh.co.th and the Company’s central database system. The Company also holds activities to promote the employees to comply with the Code of Conduct and the culture of good corporate governance and also effectively communicates the guidelines and the follows up on their compliance with the Code of Conduct. Such activities include:
- During the orientation of new employees, the principles of good corporate governance and the Code of Conduct
are included for understanding and practice.
- Communicate the guidelines based on the Code of Conduct is sent to all employees via email
- Organizing activities through the Company’s internal electronic media or intranet system, especially the announcement regarding ethics and principles of good corporate governance on the Welcome Page
- Follow up and assess the performance through the supervision of the head of each unit and through the mechanisms of the Internal Audit in order to monitor and evaluate them.
The Company has monitored the performance in compliance with the Code of Conduct every year. The Internal Audit and System Development Department has been assigned to take these responsibilities and reports to the Audit Committee for the results including any suggestions to improve. In 2019, the Company’s auditors, which is an independent external entity had also evaluated ethical compliance and had no recommendations on this matter.
- Conflicts of interests
The Board of Directors has determined the management tools to ensure that the Company has managed and operated its business effectively and transparently for the utmost benefits for the shareholders. The Company has set up measures to eliminate conflict of interest as follows
Measures to eliminate conflicts of interest
The Company’s Board of Directors properly reviews transactions which may constitute conflicts of interest, connected transactions or related party transactions within a good ethical framework which have been screening by the Audit Committee and has supervised to comply with the regulations of the Stock Exchange of Thailand and the Securities and Exchange Commission including the disclosures of transactions which may lead to potential conflicts of interest to public. Such policies, regulations and the approval procedures of the transactions which may lead to potential conflicts of interest for all executives, employees and related parties to perform are as follow :
- For any transaction which a director, employee or connected party has a conflict of interest with the Company, such director or employee shall not take part in the approval process. Price quotation must be set properly as if the transactions were made with a general third party.
- In the procedure to set a quotation, in order to avoid any potential conflict of interest, a fair, appropriate price which is in line with normal trade practices shall be used
- To perform in adherence with the criteria of connected transaction set by the Stock Exchange of Thailand, the connected transaction must be first submitted to the Audit Committee for consideration, before seeking the approval from the Board of Directors to comply with the good corporate governance principles.
- Disclosures of transactions with potential conflicts of interest or connected transactions or related party transactions as defined by the Securities and Exchange Commission and the Stock Exchange of Thailand will be declared in Form 56-1 and the Annual Report and also including in the financial statements to conform with the accounting standard
- Risk Management
The Company’s Board of Directors emphasizes the great importance on risk management and has determined and assessed its business risks. Measures have been adopted to prevent and mitigate the risks, including those risks which may affect the Company’s operations as detailed under “Risk factors”. In addition, the Company has also set up the Risk Management and Sustainable Development Committee with its scope of authorities, duties and responsibilities clearly defined in the Risk Management and Sustainable Development Committee Charter, approved by the Board of Directors. The details are stated in section “Risk Management and Sustainable Development Committee”. The details of the Risk Management Policy are as follow :
Risk management policy
- The Company’s Board of Directors, all executives, employees and every units are treated as the risk owner,
and all of them have the duty to take responsibility of assessment, monitoring and support the establishment of
an efficient risk-management procedure
- Each business unit of the Company must set up its own risk management procedure including systematic and continuous risk assessment and monitoring. The procedure must be revised to be consistent with the changes in business environment on a regular basis at least once a year.
- Risk assessment shall be included as part of the annual work plan of each unit by considering all risks concerned to overall organization and taking into consideration both internal and external risk factors including the implement of risk management and appropriate early warning signs.
- The Risk Management and Sustainable Development Committee is responsible for the monitoring of risk management and provides its opinions on these issues to the Company’s Board of Directors.
- An organizational culture must be created to promote a common understanding and conscience on risks by building a Knowledge base, as the Company believes that risks can be alleviated or acceptable when all the executives and staff of all units are well-aware of the following damages. As a result, the Company is determined to develop databases, both internally and externally, by invest in information technology and also modern technologies so that staff at all levels can access the information and share their experiences which will eventually lead to the development and improvement of the risk-management procedure to be more efficient