Corporate Governance Policy

Corporate Governance : Corporate Governance Policy

The Board of Directors of the Company is committed to manage the organization in order to achieve efficiency and achieve the objectives with strong belief that the good corporate governance process will raise the Company’s performance to grow sustainably and is the key success factor of the Company which is to add maximum value to the shareholders and all stakeholders. Therefore, the Board of Directors is committed to adhering to the core characteristics of the good corporate governance process as well as reviewing the guidelines to be appropriate for the business operations to be consistent with the Good Corporate Governance Principles for Listed Companies 2012 and the Good Corporate Governance for Listed Companies 2017 or Corporate Governance Code (CG Code) and including the improvement or finding any additional measures to replace for the issues that the Company does not yet comply with the best practice.

In 2021, the Board of Directors , by the recommendations of the Audit Committee, has reviewed the implementation of 8 principles according to the CG Code to be used. From the review, it was found that the Company mainly complied with the principles of good governance where there are only some issues that have not yet been complied with. The Board of Directors therefore resolved to improve or add alternative measures for practices that are not yet compliant with the CG Code to enhance the governance and raise the standards of corporate governance of the Company as follows :

  1. Sub-guideline 1.4.1 The Board of Directors should prepare a board charter or policy on corporate governance that specifies the duties and responsibilities of the Board for reference in the performance of duties of all directors and the charter should be reviewed annually. It should also review the division of roles and duties of the Board of Directors, President and management regularly to be consistent with the direction of the organization.
    The company’s current practice : The Company has a charter for the Board of Directors which has clearly stated the duties of the Company’s directors including it has also been considered and approved at the Board of Directors’ meeting. However, the charter has never been reviewed annually. The Company shall review the charter when it is necessary to change, amend or update and then submit for the approval from the Board of Directors before being disclosed or announced.
    Board of Directors’ Resolution : The Board of Directors resolves to review the Charter annually starting from 2022 onwards.
  2. Guideline 3.2 The Board of Directors should select suitable persons to be directors and ensure that the composition and the conduct of the Board of Directors facilitate the use of discretion in making independent decision. The sub-committees that the Company has not yet complied with are as follows :
    • Sub-guideline 3.2.1 The Chairman of the Board should be an independent director
    • Sub-guideline 3.2.2 Should separate the person holding the position of the Chairman of the Board from the person holding the position of Chief Executive Officer.
    • Sub-guideline 3.2.4 In case the Chairman and Chief Executive Officer are not clearly separated, the balance of power between the board and management should be encouraged. by considering that the composition of the board should consist of more than half of the independent directors or appointing a designated independent director to consider setting the agenda of the board of directors.
    • Sub-guideline 3.2.5 The board should set a policy for independent directors to hold office for no more than 9 consecutive years from the date of first appointment as independent directors.
    The company’s current practice : The Chairman of the Board of Directors is not an independent director and is the same person as the Chief Executive Officer, Mr. Naporn Soonthornchitcharoen and the Company has no policy to limit the length of the office of independent directors. At present, there is only one independent director who has been in office for more than 9 years, namely Mr. Pakhawat Kovithvathanapong who has been appointed as an independent director since 1999.
    Board of Directors’ Resolution : The Board of Directors has considered and seen that Mr. Naporn Soonthornchitcharoen, the Chairman, is a person who is suitable for both qualifications and abilities, having very well experience and expertise in working. For the independent director who has served more than 9 years, Mr. Pakhawat Kovithvathanapong is able to express his opinion independently and has all the qualifications as required by the Company’s independent director and also share his knowledge and work experience to provide useful suggestions to the Company. However, in order to comply with the guidelines and more confident that the operation of the Board of Directors facilitates independent decision-making, therefore the Board of Directors resolved to appoint an independent director, Mr. Bundit Pitaksit to consider setting the agenda of every meeting of the Board of Directors starting from the Board of Directors Meeting No.1/2022 onwards.
  3. Sub-guideline 5.2.1 (7) Anti-fraud and corruption by ensuring that the Company complies with relevant laws and standards and requiring the Company to have and announce the anti-fraud and corruption policy to the public. They may join the network in the fight against corruption as well as encouraging other companies and trading partners to have and announce anti-corruption policies. Including joining the network as well.
    The company’s current practice : The Company adheres to and complies with all relevant laws and standards and conducts its business with ethics, and responsibility to stakeholders, does not violate the rights of stakeholders. This is considered an important part in building credibility of the company and its long-term success. However, at present, the company has not joined any anti-corruption network.
    Board of Directors’ Resolution : The Board of Directors agrees that the Company should join the Anti-Corruption Network by assigning the management to prepare to become a member of the anti-corruption network.